(iii) “Patents” and “Patent Applications” shall mean those patent and patent applications owned or controlled by Seller relating to the Product in the Territory as listed in Appendix A attached hereto.

(iv) “Trademark” and “Trademark Applications” shall mean those trademark and trademark applications owned or controlled by Seller relating to the Product in the Territory as listed in Appendix B attached hereto.

(v) “Commercialization Rights” shall mean all rights (other than the Intellectual Property Rights, Patents, Patent Applications, Trademarks and Trademark Applications) owned or controlled by the Seller (including the right to manufacture, have manufactured, use, offer to sell, sell, import and export including all regulatory filings, inventory, marketing materials, contracts, manufacturing agreements and all other rights) to commercialize the Product in the Territory.

(vi) “Territory” shall mean all countries, territories and possessions of the world outside of the United States and its possessions, territories and commonwealths, Canada and Mexico.

3. Access to Regulatory Filings

Seller shall provide Buyer promptly after the Closing as defined below with (i) a copy of the Product’s US New Drug Application NDA #21-780 (“NDA”), (ii) a letter of current pricing in the US and, (iii) any other regulatory filings in countries outside of the Territory that are in Seller’s possession on or prior to Closing, if any ((i) and (iii) together, shall be referred to as the “Non-Territory Regulatory Filings”).

4. Product Manufacturing

Akrimax currently uses the following manufacturer to manufacture the Product outside of the Territory: DPT Laboratories Inc., 5303 Distribution Drive, San Antonio, TX  78218.

Seller shall use commercially reasonable efforts to assist Buyer to obtain a manufacturing and supply agreement with DPT for the manufacture of the Product for sale in the Territory.

5. Product Marketing Materials

Seller shall provide Buyer with copies of all current marketing materials in Seller’s possession on or prior to Closing that are used for the Product in each country in the world where it is currently sold as requested by Buyer. Certain of Seller’s officers and employees shall also be made available to Buyer on a reasonable basis at no cost for a period of at least 4 weeks after Closing to discuss the marketing efforts of Seller for the Product in the Territory and to facilitate the transfer of the Assets.

After the date of this Term Sheet, and until the earlier of (i) this Term Sheet either terminates or is replaced by a definitive asset purchase and license agreement (the “Definitive Agreement”) or (ii) February 10, 2012, the Seller shall continue to maintain the Assets in the ordinary course according to its past customary commercial practices and shall not encumber, sell, license or otherwise dispose of any of the Assets in any manner whatsoever.

8. Tax Treatment

It is expected that the Transaction will constitute an asset sale for U.S. Federal income tax purposes.

9. Board Approval of Seller

The Transaction shall be approved by the Board of Directors of Seller. Seller shall not be required to obtain approval from its stockholders for the Transaction.

In the Definitive Agreement, Seller will make customary representations and warranties (which would survive the Closing for a customary period of time) and will provide customary indemnities relating to the Product in the Territory. The Definitive Agreement will also contain customary covenants, indemnifications, closing conditions and other provisions.

Buyer shall use reasonable commercial efforts to conduct due diligence in a timely manner.

Seller shall afford Buyer full and free access to the books and records of Seller relating to the Assets and the Non-Territory Regulatory Filings.

The parties agree to cooperate with each other and proceed, as promptly as is reasonably practicable, to prepare and file, if necessary, any notifications required by any governmental or private entity and to seek to obtain all necessary consents and approvals from lenders, landlords, government entities and any other thirty party whose consent to the Transaction might be required, and to endeavor to comply with all other legal or contractual requirements for, or preconditions to, the execution and consummation of the Definitive Agreement and the Closing.

The parties have entered into a Confidential Disclosure Agreement, dated March 29, 2011 (“CDA”). In addition to the terms of the CDA, the parties agree to keep confidential the existence, status and terms of their negotiations and agreements regarding the Transaction except

The parties shall use their reasonable commercial efforts, subject to the terms and conditions contained herein to execute the Definitive Agreement and close the Transaction by February 9, 2012 (the “Closing”).

If a Definitive Agreement is not signed and concluded by February 9, 2012, then the terms and conditions of this binding Term Sheet shall govern the acquisition of the Assets by Buyer and this Transaction shall close pursuant to the terms of this Term Sheet as of February 10, 2012 or by another date mutually agreed upon by the parties hereto.

This Term Sheet shall be governed by the law of the State of California, except for its conflicts of law provisions. All disputes hereunder shall be adjudicated by the applicable state and federal courts in San Diego County, California.

This Term Sheet represents a binding obligation of both parties hereto.

17. Transaction Expenses

Each party will be responsible for their own business, legal and regulatory counsels and other expenses in consummating the Transaction.