ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

NexMed, Inc. and its wholly-owned subsidiary NexMed (USA), Inc. (together, the "Company") entered into a First Amendment (the "Amendment"), dated as of April 15, 2009, to the Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of February 3, 2009, by and between NexMed, Inc. and Warner Chilcott Company, Inc., a Puerto Rico corporation ("Warner"). As previously disclosed by the Company, the Asset Purchase Agreement contemplates the sale by the Company to Warner of the U.S. rights to Vitaros®, the Company's topically applied alprostadil cream for the treatment of erectile dysfunction (the "Product").

Among other items, the Amendment provides that from May 15, 2009 through September 15, 2009, the Company will permit certain representatives of Warner access to and use of the Company's manufacturing facility for the purpose of manufacturing Product, and in connection therewith the Company will provide reasonable technical and other assistance to Warner. In consideration, Warner will pay to the Company a fee of $50,000 per month, or $200,000 in the aggregate. The arrangement is subject to extension for successive 30 day periods for additional consideration of $50,000 per month.

The foregoing description is qualified in its entirety by reference to the copy of the Amendment attached hereto as Exhibit 10.1. The information contained in such exhibit is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1 Amendment to Asset Purchase Agreement, dated as of April 15, 2009, by and among NexMed, Inc.. NexMed (USA), Inc. and Warner Chilcott Company, Inc.

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