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): September 12, 2012

 

Apricus Biosciences, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada 0-22245 87-0449967

(State or other jurisdiction of

incorporation)

(Commission File Number) (I.R.S. Employer Identification No.)

 

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:

 

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

 
 

  

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 12, 2012, Apricus Biosciences, Inc.’s wholly-owned subsidiary, NexMed (U.S.A.), Inc. (the “Company”), entered into an exclusive license and collaboration agreement with Takeda UK Limited, an entity organized under the laws of England (“Takeda”), to market the Company’s Vitaros® drug for the treatment of erectile dysfunction in the United Kingdom.

 

Pursuant to the collaboration, Takeda will pay the Company license fees of up to €34.65 million – divided into a fixed upfront payment and specific regulatory and potential commercial milestones. Total potential upfront and milestone payments represent approximately $44.6 million based on the current exchange rate.

 

 

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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.

 

  Apricus Biosciences, Inc.
   
 Date: September 13, 2012 By:   /s/ Randy Berholtz  
    Name: Randy Berholtz  
   

Title: Executive Vice President, General Counsel
and Secretary

     
     

 

 

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