Item 1.01. Entry into a Material Definitive Agreement.

On November 7, 2012, NexMed (U.S.A.), Inc., a wholly owned subsidiary of Apricus Biosciences, Inc. (collectively, the "Company"), entered into a Real Estate Purchase Agreement (the "Purchase Agreement") with Maujer, LLC ("Maujer"), whereby the Company agreed to sell to Maujer real estate located at 89 Twin Rivers Drive and 113 Milford Road, East Windsor, NJ (the "Property") and Maujer agreed to purchase the Property for $4.25 million (the "Transaction"). In connection with signing of the Purchase Agreement, Maujer deposited $425,000 with an escrow agent, which shall be applied to the purchase price at closing.

The Transaction is expected to close on or about December 22, 2012 subject to certain closing conditions, including, among others, execution and delivery by the Company of the deed and assignment of landlord's interest in the lease on the Property and delivery of the purchase price by Maujer. Pursuant to the Purchase Agreement, Maujer has a 30 day due diligence period to inspect the Property for any actual defects. During the due diligence period, Maujer may terminate the Purchase Agreement for any reason and return the deposit.

If the Company is in default under the Purchase Agreement, Maujer's sole remedy is to either receive a return of its deposit or institute an action for specific performance. If Maujer is in default, the Company's sole remedy is to retain the deposit.

A copy of the Purchase Agreement will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

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