ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of 18 June 2012, is by and between

(A)

EPICEPT CORPORATION , a corporation organized under the laws of the State of Delaware, USA and having its principal offices at 777 Old Saw Mill River Road, Tarrytown, New York 10591, USA ( “Corp” );

(B)

EPICEPT GMBH , a corporation organized under the laws of Germany and having its principal place of business at Gothestrasse 4, 80336 Munich Germany ( “GmbH” and together with Corp “Seller” );

(C)

MEDA AB , a company organized under the laws of Sweden and having it principal offices at Pipers Väg, Box 906, SE-170 09, Solna, Sweden ( “MEDA” ); and

The Seller and MEDA are referred to in this Agreement, each as a “party” and, collectively, as the “parties”.

Background

Seller is the owner of the rights in Ceplene in the Territory, as such terms are defined below.

Seller desires to sell its rights to Ceplene in the Territory to MEDA, and MEDA desires to purchase such rights to Ceplene in the Territory, all on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the following mutual promises and obligations, and for other good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . As used in this Agreement, terms defined in the preamble of this Agreement shall have the meanings set forth therein and the following terms shall have the meanings set forth below:

“Affiliate” shall mean any company or entity controlled by, controlling, or under common control with a party hereto. For the purpose of this definition, a business entity shall be deemed to “control” another business entity, if it owns directly or indirectly, more than 50% of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity, or exercises equivalent influence over such entity.

“Agreed Form” means in relation to any document, in the form agreed by the parties prior to the date of this Agreement.

“Agreement” means this Agreement and the Schedules hereto.

“AML Remission Treatment” shall mean the treatment of adult patients with acute myeloid leukaemia in first remission concomitantly treated with interleukin-2 (IL-2).

“Assigned Contract Amendments” means amendments to the Assigned Contracts in form reasonably satisfactory to MEDA (“Assigned Contract Amendments”) providing, among other things, for Seller to continue to have the right to purchase Ceplene for use outside of the Territory.

“Assigned Contracts” means the contracts of Seller listed on Schedule A annexed hereto.

“Assignment and Assumption Agreements” means the agreements assigning to MEDA the Assigned Contracts and other contractual rights in the Purchased Assets and pursuant to which MEDA assumes the Assumed Liabilities, in the Agreed Form.

“Bill of Sale” means the bill of sale conveying Inventory, in the Agreed Form.

“Ceplene” means any chemical composition comprising or containing histamine dihydrochloride (2-(3H-imidazol-4-yl) ethylnamine dihydrochloride).

“Ceplene Business” means Seller’s business, whether conducted through Corp or GmbH, comprising or relating to the development or commercialization of Ceplene for AML Remission Treatment.

“Ceplene Trademarks” shall mean the Ceplene trademarks that are identified in Schedule E.

“Clinical Supplies” means all Product labeled for research use and all Proleukin ^® (interleukin-2, also known as IL-2) vials in the possession of Seller or other parties to the Assigned Contracts.

“Closing” means the closing of the Transactions.

“Closing Date” shall mean the date of this Agreement.

“Collateral Documents” means the agreements, other than this Agreement, executed and delivered by the parties hereto pursuant to this Agreement.

Confidential Information” shall have the meaning set out in Section 5.4.1.

“Consideration” means the Cash Consideration and the assumption of the Assumed Liabilities.

“Control” shall mean, with respect to any Information, Patents or other intellectual property rights, possession by a party of the right, power and authority (whether by ownership, license or otherwise) to grant access to, to grant use of or to grant a license or a sublicense to such Information, Patents or intellectual property rights without violating the terms of any agreement or other arrangement with any Third Party.

“Cooperation Agreement” means the agreement entered into pursuant to Sections 6.2.1.5 and 6.2.2.5 in the Agreed Form.

“Default” means the occurrence of any event which of itself or with the giving of notice or the passage of time or both would constitute an event of default under the applicable agreement, contract or instrument or would permit the other party thereto to cancel or terminate performance or seek damages for breach.

“Derivative” shall mean, with respect to Ceplene, any metabolite, prodrug, hydrate, solvate, conjugate, salt, crystal form, ester, enantiomer, isomer or polymorph of Ceplene.

“Documentation” means all documentation (in all media, including digital formats) of the Purchased Assets, and all copies thereof in Seller’s possession or control.

“Dollars” and “$” means dollars of the United States of America.

“EMA” means the European Medicines Agency or any successor entity thereof performing similar functions.

“Employment Claim” means any claim whether in contract or in tort or under statute (including the Treaty of Rome and any Directive made under the authority of that Treaty) for any remedy including, without limitation, claims under the Arbeitszeitgesetz – ArbzG, Altersteilzeitgesetz – AltersteilzeitG or Betriebsrentengesetz – BetrAVG; breach of contract; claims for wages, benefits, overtime bonuses, deferred compensation, vacation pay, pension payments or pension contributions; income tax or social insurance contributions; unfair dismissal and/or wrongful dismissal; a redundancy payment whether statutory or otherwise; public interest disclosure; maternity, paternity, adoption or parental leave rights; equal pay; discrimination on grounds of sex, race (including colour, national origins, nationality and origins), sexual orientation, gender reassignment; religion, religious belief, age or disability; or for a protective award for failure to inform and/or consult with employee representatives in relation to a transfer of employment or redundancy, or any similar claims under any applicable employment, income tax and social insurance legislation in any country covered by this Agreement.

“EpiCept Excluded Product Registration Data” means all regulatory files prepared exclusively for submission to an Excluded Regulatory Authority relating to the Product, including any licenses granted by an Excluded Regulatory Authority (to the extent transferable), and minutes of meetings and telephone conferences with any Excluded Regulatory Authorities, validation data, preclinical and clinical studies and tests related to the Product and prepared exclusively for Excluded Regulatory Approvals including original data, case report forms, study files relating to the aforementioned studies and tests, and all audit reports of clinical studies, plus all applications (and amendments thereto) prepared exclusively for Excluded Regulatory Approvals, annual reports prepared exclusively for submission to an Excluded Regulatory Authority and safety reports associated therewith, in each case which are in Seller’s or its Affiliates’ possession or Control, and all correspondence with Excluded Regulatory Authorities regarding the marketing status of the Product; and (ii) all records maintained solely for the requirements of an Excluded Regulatory Authority under cGMPs or other record keeping or reporting requirements of Excluded Regulatory Authorities, including all correspondence and communications with Excluded Regulatory Authorities in connection with the Product (including any advertising and promotion documents), adverse event files, complaint files, manufacturing records in each case prepared solely for the requirements of an Excluded Regulatory Authority.

“EpiCept Improvements” shall mean any Improvements developed, acquired or Controlled by or on behalf of Seller, its Affiliates or any sublicense during the term of the License Agreementand/or through its participation (if any) in the Post Approval Commitments.

“EpiCept Know-How” shall mean all Information owned or Controlled by Seller that is necessary or useful for the registration, development, promotion, marketing, sale or distribution of Product in the Territory.

“EpiCept Patents” shall mean the patents set out in Schedule F and any patents owned or Controlled by Seller or any of its Affiliates that, in the absence of a license thereunder, would be infringed by the development, use, sale, offer for sale or import of Product in the Territory.

“EpiCept Product Registration Data” means (i) all regulatory files relating thereto, including any licenses (to the extent transferable), and minutes of meetings and telephone conferences with any Regulatory Authorities, validation data, preclinical and clinical studies and tests related to the Product including original data, case report forms, study files relating to the aforementioned studies and tests, and all audit reports of clinical studies, plus all applications (and amendments thereto) for Regulatory Approvals, annual reports and safety reports associated therewith, drug master files, which are in Seller’s or its Affiliates’ possession or Control, and all correspondence with Regulatory Authorities regarding the marketing status of the Product; and (ii) all records maintained under cGMPs or other record keeping or reporting requirements of Regulatory Authorities in the Territory, including all correspondence and communications with Regulatory Authorities in connection with the Product (including any advertising and promotion documents), adverse event files, complaint files, manufacturing records.

“EpiCept Technology” shall mean the EpiCept Patents and EpiCept Know How.

“Excluded Inventory” means the inventory and work in process of Product identified on Schedule B annexed hereto .

“Excluded Pricing and Reimbursement Approvals” means any pricing and reimbursement approvals which are required to be obtained before placing the Product on the market in a particular jurisdiction outside of the Territory.

“Excluded Regulatory Approvals” means any and all approvals (including Excluded Pricing and Reimbursement Approvals), licenses, registrations, or authorizations of any country, federal, supranational, state or local regulatory agency, department, bureau or other government entity outside of the Territory that are necessary for the development, use, importation, promotion, marketing, sale and distribution of Products outside of the Territory.

“Excluded Regulatory Authority” means any country, federal, supranational, state or local regulatory agency, department, bureau, court or other governmental or regulatory authority having the authority to regulate the development or marketing of pharmaceutical products outside of the Territory.

“Existing Ceplene Agreements” means the License Agreement dated January 8, 2010 between Corp, GmbH and MEDA, the Supply Agreement dated March 29, 2010 between MEDA and Corp, the Quality Assurance Agreement dated March 29, 2010 between Corp, MEDA and Meda Pharma GmbH & Co. KG, and the Pharmacovigilance Agreement effective April 1, 2010 between MEDA and GmbH.

“Expiration Date” shall have the meaning set out in Section 7.1.

“Governmental Entity” means the United States or other country government, the government of any of the states constituting the United States or any provinces or regions of any other country, any municipality and any other national or provincial or regional government, and all of their respective branches, departments, agencies, instrumentalities, non-appropriated fund activities, subsidiary corporations or other subdivisions.

“IFRS” means International Financial Reporting Standards as published by the International Accounting Standards Board, as in effect at the time to which the financial statements or records relate.

“Improvements” shall mean any and all developments, inventions or discoveries relating to the EpiCept Technology developed or acquired by, or under the Control of, a party and shall include such developments intended to enhance the safety, efficacy or uses (including additional indications) of the Product.

“Information” shall mean tangible and intangible techniques, technology, practices, trade secrets, inventions (whether patentable or not), methods, knowledge, know-how, skill, experience, test data and results (including pharmacological, toxicological and clinical test data and results), analytical and quality control data, results, descriptions and compositions of matter.

“Inventory” shall mean the inventory of Product, as defined in Section 2.1.4 and as set forth on Schedule C annexed hereto.

“IP Assignments” means the instruments and agreements conveying the Ceplene Trademarks, the EpiCept Patents and other EpiCept Technology to MEDA and Meda Pharma Sarl, in the Agreed Form.

“Joint Improvements” means any Improvements developed, acquired or Controlled jointly by or on behalf of the parties or their respective Affiliates or permitted sub-licensees (in the case of MEDA) during the term of the License Agreement and/or through its participation (if any) in the Post Approval Commitments.

“License Agreement” means the License and Supply Agreement, dated as of January 8, 2010 among Corp, GmbH and MEDA.

“Litigation Expense” means any expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against under this Agreement, including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees and reasonable fees and disbursements of legal counsel (whether incurred in any action or proceeding between the parties to this Agreement or between any party to this Agreement and any Third Party), investigators, expert witnesses, accountants and other professionals.

“Loss” means any loss, obligation, claim, liability, settlement payment, award, judgment, fine, penalty, interest charge, expense, damage or deficiency or other charge, other than Litigation Expense.

“Marketing Authorisation” means the marketing authorisation in exceptional circumstances in respect of Ceplene granted by the EMA and the Orphan Drug Designation for Ceplene.

“Marketing Authorisation Transfer” means all documentation in the Agreed Form to apply for the transfer the Marketing Authorisation from the Seller to MEDA pursuant to this Agreement.

“Material Adverse Effect” means an effect which is materially adverse to the results of operations, financial condition or prospects of the specified Person, the Ceplene Business in the Territory or the ability to use the Purchased Assets (taken as a whole) as presently used.

“Meda Improvements” means any Improvements developed, acquired or Controlled by or on behalf of MEDA, its Affiliates or sub-licensees during the term of the License Agreement and/or through its participation (if any) in the Post Approval Commitments.

“Meda Pharma Sarl” means Meda Pharma Sarl, a company incorporated under the laws of Luxembourg (RC Luxembourg B157784) having its head office and registered address at 43 Avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg.

“Obtained Consents” shall have the meaning set out in Section 3.4.

“Orphan Drug Designation” means the orphan drug designation (EU/3/05/272) granted on 11 April 2005 by the European Commission to Maxim Pharmaceuticals Europe Ltd, United Kingdom, for histamine dihydrochloride for the treatment of acute myeloid leukaemia and subsequently transferred to EpiCept GmbH, Germany, in August 2006.

“Parent Company Guarantee” means the Parent Company Guarantee to be provided by Corp to MEDA in the form set out in Schedule 6.

“Patents” shall mean patents and patent applications, including provisional applications, continuations, continuations-in-part, continued prosecution applications, divisions, substitutions, reissues, additions, renewals, reexaminations, extensions, term restorations, confirmations, registrations, revalidations, revisions, priority rights, requests for continued examination and supplementary protection certificates granted in relation thereto, as well as utility models, innovation patents, petty patents, patents of addition, inventor’s certificates, and equivalents in any country or jurisdiction.

“Person” means and includes an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, a joint venture, a trust, an unincorporated association, a Governmental Entity or any other entity, wherever located or organized.

“Pharmacovigilance Agreement” means the Pharmacovigilance Agreement effective April 1, 2010 between MEDA and GmbH.

“Post Approval Commitments” means the post approval commitments regarding clinical studies Seller agreed to undertake, as set out in the grant of the Marketing Authorisation, dated 24 July 2008.

“Pricing and Reimbursement Approvals” means any pricing and reimbursement approvals which are required to be obtained before placing Product on the market in a particular jurisdiction in the Territory.

“Product” means a pharmaceutical product that is or contains (i) Ceplene and/or (ii) if relating to AML Remission Treatment only, Ceplene or a Derivative, and, in both cases, line and label extensions thereof, including all formulations, routes of administration and other Improvements made or acquired by EpiCept, in all cases, whether administered alone or in combination with other pharmaceutical products or active pharmaceutical ingredients.

“Purchased Assets” means the assets and rights of the Ceplene Business in the Territory described in Section 2.1, whether held by Corp or GmbH, other than the Excluded Assets.

“Quality Assurance Agreement” means the Quality Assurance Agreement dated March 29, 2010 between Corp, MEDA and Meda Pharma GmbH & Co. KG.

“Regulatory Approval” shall mean any and all approvals (including Pricing and Reimbursement Approvals, the Marketing Authorisation and orphan drug designations), licenses, registrations, or authorizations of any country, federal, supranational, state or local regulatory agency, department, bureau or other government entity in the Territory that are necessary for the development, use, importation, promotion, marketing, sale and distribution of Product in any part of the Territory.

“Regulatory Authority” shall mean any country, federal, supranational, state or local regulatory agency, department, bureau, court or other governmental or regulatory authority having the authority to regulate the development or marketing of pharmaceutical products in the Territory or any part thereof (e.g. the EMA).

“Sarl Asset Purchase Agreement” means the Asset Purchase Agreement dated 18 June 2012 between Corp, Maxim Pharmaceuticals, Inc. and Meda Pharma Sarl.

“Supply Agreement” means the Supply Agreement dated March 29, 2010 between MEDA and Corp.

“Taxes” means any taxes, charges, fees, levies or other assessments, including income, excise, property, sales, gross receipts, employment and franchise taxes imposed by the United States, or any state, county, local or foreign government or subdivision or agency thereof, and any interest, penalties or additions attributable thereto.

“Termination Agreement” means the agreement entered into pursuant to Sections 6.2.1.4 and 6.2.2.4 providing for the termination of the Existing Ceplene Agreements other than the Pharmacovigilance Agreement.

“Third Party” shall mean any entity other than Seller or MEDA or their respective Affiliates.

1.2.1 References in this Agreement to any gender shall include references to all genders.

1.2.2 Unless the context otherwise requires, references in the singular include references in the plural and vice versa.

1.2.3 References to a party to this Agreement or to other agreements described herein means those Persons executing such agreements.

1.2.4 The words “include”, “including”, “includes” or “in particular” shall be deemed to be followed by the phrase “without limitation” or the phrase “but not limited to” in all places where such words appear in this Agreement.

1.2.5 This Agreement is the joint drafting product of Seller and MEDA and each provision has been subject to negotiation and agreement and shall not be construed for or against either party as drafter thereof.

1.2.6 The phrases “have heretofore been provided” or “has provided” or similar words mean that Seller has delivered such information to MEDA.

ARTICLE II

SALE AND PURCHASE

2.1 Transfer of Certain Purchased Assets to MEDA . Upon and subject to the terms and conditions stated in this Agreement, for the Consideration set forth in Section 2.5 and MEDA’s performance of its other obligations under this Agreement, Seller hereby sells, assigns, conveys, transfers and delivers to MEDA, and MEDA acquires from Seller, all of the following Purchased Assets, including all of the right, title and interest of Seller in and to:

2.1.1 The EpiCept Know-How, any EpiCept Improvements and EpiCept’s rights to any Joint Improvements or Meda Improvements (in each instance only with respect to the use thereof in the Territory);

2.1.2 The EpiCept Product Registration Data;

2.1.3 The Regulatory Approvals;

2.1.4 All Product, consisting of goods and materials held anywhere in the world for resale or license by the Ceplene Business in the Territory or incorporated into or consumed in connection with such goods and materials including, without limitation, raw materials, active pharmaceutical ingredient, bulk product, work in process and finished goods, labeling and packaging owned or controlled by Seller, regardless of where located, and all Clinical Supplies, other than the Excluded Inventory (collectively, the “ Inventory ”);

2.1.5 All of the rights of Seller in and to the Assigned Contracts as of the date hereof; and all purchase orders and commitments issued or made by Seller to suppliers of the Ceplene Business in the Territory outstanding as of the date hereof and which have heretofore been provided to MEDA;

2.1.6 All of the goodwill of Seller associated with the foregoing Purchased Assets; and

2.1.7 All of Seller’s claims, causes of action, judgments, and other rights and remedies of whatever nature arising from infringements in the Territory of the EpiCept Technology included in the foregoing Purchased Assets, the EpiCept Improvements or Seller’s rights in and to any Joint Improvements and Meda Improvements (including without limitation any EpiCept Improvements, Joint Improvements or Meda Improvements relating to the Post Approval Commitments) or all other claims of Seller arising from the Purchased Assets or the conduct of the Ceplene Business in the Territory, including rights to recoveries for damages for defective goods or services, insurance and refund claims and similar assets of the Ceplene Business in the Territory (except to the extent related to Excluded Liabilities).

2.2 Excluded Assets . The Purchased Assets shall not include the following (collectively, the “Excluded Assets”):

2.2.1 All accounts, notes and other receivables generated by the Purchased Assets that are outstanding as of the date hereof (collectively, the “ Accounts Receivable ”);

2.2.2 The Excluded Inventory;

2.2.3 All Information relating exclusively to the development, marketing and sale of the Product outside of the Territory, including without limitation Patents, trademarks, trade names, copyright and other intellectual property rights to the extent that they relate exclusively to Products outside the Territory (it being acknowledged by the parties that the Purchased Assets shall include the EpiCept Patents, the Ceplene Trademarks and the EpiCept Know How);

2.2.4 All EpiCept Excluded Product Registration Data;

2.2.5 All assets and rights of Seller not related to the Purchased Assets or relating exclusively to the Ceplene Business outside of the Territory (including without limitation and EpiCept Know-How, EpiCept Improvements and EpiCept’s rights to any Joint Improvements or Meda Improvements, in each instance only with respect to the use thereof outside of the Territory);

2.2.6 One copy of all Documentation and all other data and information comprising the Information, to be retained solely for (i) legal archival purposes and in connection with the potential defense of any claim for indemnification made by any MEDA Indemnified Party pursuant to Section 7.2 hereunder and (ii) to the extent such Documentation memorializes any EpiCept Know-How, for the ongoing use by Seller or any licensee of such EpiCept Know-How exclusively outside of the Territory pursuant to the license granted in the Cooperation Agreement.

2.3 Assumption of Liabilities . MEDA hereby assumes and agrees to pay and perform only the following liabilities and obligations of Seller existing as of the date hereof (collectively, the “Assumed Liabilities”):

2.3.1 All obligations of Seller arising under the Assigned Contracts after the Closing Date, including all appertaining duties and obligations pursuant to applicable statutory law;

2.3.2 All obligations of Seller related to conducting the Post Approval Commitments pursuant to the provisions of Section 3.1(b) of the License Agreement after the Closing Date; and

2.3.3 All liabilities arising after the Closing Date relating to the Inventory being acquired by MEDA hereunder, including without limitation, (i) liabilities for any actual or alleged injury to Persons resulting from or caused by any such Inventory held for resale or license by MEDA after the Closing Date or incorporated into or consumed in connection with the Products or other goods and materials sold or licensed by MEDA after the Closing Date and (ii) liabilities relating to any adulteration, misbranding or shortened shelf life of any Inventory.

2.4 Excluded Liabilities . Notwithstanding any provision of this Agreement to the contrary, none of the following liabilities of Seller (collectively, the “Excluded Liabilities”) shall be assumed by MEDA or its Affiliates:

2.4.1 Any liability related to any Excluded Assets;

2.4.2 Any liability arising under the Assigned Contracts prior to the Closing Date or any liability for any breach by Seller of any Assigned Contract prior to the Closing Date;

2.4.3 Any liability with respect to any actual or alleged injury to Persons or physical damage to property prior to the Closing Date actually or allegedly caused by Seller or its agents;

2.4.4 Any liability under any litigation, proceeding or claim against Seller based, in whole or in part, on events occurring or circumstances existing on or before the Closing Date other than any liability assumed by MEDA pursuant to Section 2.3.3;

2.4.5 Without prejudice to Section 7.4, any liability or obligation of Seller related to Seller’s termination of employment or consulting arrangements of existing or former employees of Seller, consultants or independent contractors on or prior to the Closing Date; provided, however, that if any employee of GmbH is retained by MEDA, its Affiliates or any sub-licensee as an employee, consultant or independent contractor (for consultants or independent contractors provided that the individual has worked on average no less than twenty (20) hours per week calculated over the entire period from the Closing Date to the date three (3) months after the Closing Date, irrespective of whether the individual was engaged for all or part of such period), within three (3) months following the Closing Date, Seller shall not be liable for any statutory severance or other liability or obligation of MEDA, such Affiliate or sub-licensee to such employee as a result of his or her prior termination of employment or consulting arrangements, and if severance or other payments previously were paid by Seller to such employee, such amount shall be reimbursed promptly by MEDA; and

2.4.6 Any liability for any Taxes incurred or accruing prior to the Closing Date with respect to the Purchased Assets.

2.5 Consideration

2.5.1 In consideration of Seller’s performance of this Agreement and the transfer and delivery of the Purchased Assets to MEDA, MEDA has (in accordance with the allocation provided for in Section 2.6) delivered to Seller by wire transfer the following amounts, in immediately available funds (the “Cash Consideration”):

2.5.1.1

Three Hundred Thousand Dollars ($300,000); plus

2.5.1.2

An amount equal to any outstanding payables owed to Seller under the Existing Ceplene Agreements; plus

2.5.1.3

US$558,014 in respect of the Inventory.

2.6 Allocation of Consideration . Schedule 2.6 allocates the Consideration paid by MEDA to the Seller and among each class of Purchased Assets (the “Purchase Price Allocation Schedule”). The parties shall provide each other with reasonable assistance in respect of any tax filings arising from the payment of the Consideration or any other tax filings relating to this Agreement.

2.7 2 .8 VAT. Seller and MEDA jointly determine that the transfer and delivery of the Purchased Assets under this Agreement constitute a transfer of a going concern (Geschäftsveräußerung im Ganzen) within the meaning of section section 1 para. 1a of the German VAT Act (“Umsatzsteuergesetz”), which is out of the scope of German VAT. Seller and MEDA both confirm that they are taxable persons for VAT purposes and that they used / will use the Purchased Assets for their business activities in terms of VAT. MEDA further confirms that it will continue the business of the Seller in the same way on a long-term basis. If contrary to such understanding, the competent tax authorities take the position that the transfer and delivery of the Purchased Assets under this Agreement are subject to VAT, Seller and MEDA agree that the Cash Consideration shall be increased by such VAT. If in this case a VAT exemption applies to the transfer and delivery of the Purchased Assets which affects the input VAT recovery of the Seller, Seller and MEDA agree to waive the VAT exemption and to opt to VAT as far as legally possible. Any VAT assessed against the Seller on the Transactions contemplated hereby shall be payable by MEDA within 3 days after notification of such VAT assessment by Seller. In addition, Seller and MEDA will each bear 50% of the aggregate amount of any interest assessed by the competent tax authorities against Seller on any VAT on the Transactions contemplated under this Agreement. MEDA shall pay 50% of the interest assessed against Seller within 3 days after notification of such interest assessment by Seller .

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF SELLER

Seller hereby further represents and warrants as follows:

3.1 Organization, Power, Standing and Qualification of Seller . Seller is duly organized and validly existing under the laws of their jurisdiction of incorporation, and are in good standing, and have all requisite corporate power and authority to carry on their business as it is now being conducted and to own and operate the properties and assets now owned and operated by them. Seller is duly qualified to do business and in good standing in each jurisdiction where the conduct of its business or the ownership or operation of its assets requires such qualification except where failure to be so qualified or in such good standing will not result in a Material Adverse Effect on the Purchased Assets.

3.2 Power and Authority . Upon execution and delivery as contemplated herein, this Agreement will be a valid and binding obligation of Seller, enforceable against it in accordance with its terms except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. Seller each has all requisite corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder. The Board of Directors of Corp has duly authorized the execution and delivery of this Agreement and the performance of the Transactions. No approval of the stockholders of Corp is required with respect to the consummation of the Transactions, and Corp, as the sole stockholder of GmbH, has approved the consummation of the Transactions on behalf of GmbH.

3.3 Validity of Contemplated Transactions . The execution, delivery and performance of this Agreement by Seller, the execution, delivery and performance by Seller of the Collateral Documents to which it is a Party and the consummation of the Transactions do not and will not (a) contravene any provision of the Certificate of Incorporation or By-laws of Corp or the equivalent documents of GmbH; (b) constitute a breach by Seller of, or result in a default under or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which Seller is a party or by which any of the Purchased Assets are bound, or violate any provision of any law or permit to which Seller is subject, except for requirements for consents of Persons referred to in Section 3.4.

3.4 Consents . No permit, consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or any other Person on the part of Seller is required in connection with the execution or delivery by Seller of this Agreement or the consummation of the Transactions other than (a) those which have previously been obtained as set out in Schedule 3.4 ( “Obtained Consents” ) (on terms that do not modify any agreement included in the Purchased Assets in a manner that would impose additional obligations on the MEDA), or (b) those specified in Schedule 3.4 which have not been obtained. The consent obtained from MidCap Funding III, LLC is valid and binding on MidCap and the Sellers and none of the Parties to that consent is in breach of any of the terms pursuant to which that consent was given.

3.5 Financial Matters; Financial Statements

3.5.1 Except as disclosed in Schedule 3.5.1, as of the date of this Agreement, Corp and GmbH have paid to all other parties to the Assigned Contracts all amounts currently due to them through the Closing Date pursuant to and in accordance with relevant Assigned Contracts.

3.5.2 Seller has made available to MEDA true and complete copies of (i) the audited balance sheet of GmbH for the year ended December 31, 2010 included in the audited Bericht über die Erstellung des Jahresabschlusses zum 31. Dezember 2010 (Report on the Preparation of the Financial Statements as at 31 December, 2010), (ii) the unaudited balance sheet of GmbH for the year ended December 31, 2011 and (iii) the unaudited balance sheet of GmbH for the three months ended March 31, 2012 (collectively, the “GmbH Balance Sheets”), and the related audited and unaudited statements of operations, statements of cash flows, changes in stockholders’ equity and changes in financial position for the fiscal year then ended, together with the notes thereon (collectively, the “GmbH Financial Statements”). The GmbH Financial Statements have been prepared in accordance with IFRS consistently applied throughout the periods indicated (except as otherwise stated in the notes thereto), and fairly present in all material respects the consolidated financial position of GmbH as at the dates thereof and for the periods therein referred to. The GmbH Financial Statements for December 31, 2011 do not include or reflect normal year-end adjustments or include the type of notes that would customarily be included in a financial statement prepared in accordance with IFRS.

3.6 Undisclosed Liabilities . Except as disclosed in Schedules 3.5.1 or 3.6, Seller does not have any liabilities or any obligations of any nature whether or not accrued, contingent or otherwise that are related to the Purchased Assets, other than those that have arisen as a direct consequence of the proper operation of the Seller’s Ceplene businessBusiness in the ordinary course (such expression not to include any liabilities which are not ordinary to the Ceplene Business, such as any product liability or claims for defective product).

3.7 Absence of Certain Changes . Prior to the date of this Agreement, Seller has operated the Ceplene Business in the Territory in the ordinary course and in a manner consistent with past practice.

3.8 Purchased Assets . The Purchased Assets together with the EpiCept Patents and the Ceplene Trademarks constitute all of the tangible and intangible property necessary for MEDA together with its Affiliates to conduct the Ceplene Business in the Territory as now being conducted. The execution and delivery of this Agreement and the Collateral Documents and other documents to be delivered by Seller to MEDA pursuant to Subsection 6.2.2, upon delivery of the Consideration, will vest at the Closing all of Seller’s right, title and interest in and to the Purchased Assets in MEDA and MEDA will be vested with good and marketable right, title and interest in and to the Purchased Assets, in each case free and clear of any liens, security interests, mortgages, charges, encumbrances and adverse rights of every kind, nature and description, except for any rights of Third Parties under the Assigned Contracts.

3.9 Brokers’ or Finders’ Fees . Seller has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the Transactions.

3.10 Existing Ceplene Agreements . There is no Default on the part of Seller in the performance of any obligation to be performed or paid under any of the Assigned Contracts or the Existing Ceplene Agreements and to the Seller’s knowledge, none of the counterparties to such agreements is in Default of such agreements.

3.11 Litigation. There are no actions, suits, proceedings, orders, grievance procedures or claims pending by or against or, to Seller’s knowledge, threatened against, or investigations involving Seller related to the Ceplene Business in the Territory, the Existing Ceplene Agreements or the Product.

3.12 Insurance . On the date hereof, Seller has and shall maintain until the third (3 ^rd ) anniversary of the Closing Date such general liability, product liability, fire, theft, business interruption, use and occupancy, employee fidelity, workers’ compensation, disability and other forms of insurance covering the Ceplene Business in the Territory and its assets and employees which are (a) equal to or in excess of such coverage or amounts required by any applicable law, and (b) in compliance with applicable agreements.

3.13 Disclosure . No representation or warranty made by Seller in this Agreement or any schedules hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF MEDA

MEDA hereby represents and warrants as follows:

4.1 Power and Authority . This Agreement is a valid and binding obligation of MEDA enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. MEDA has all requisite power and authority to enter into this Agreement and to perform all of its obligations hereunder. MEDA has passed a board resolution authorizing the officers of MEDA to take any actions and to execute all documents and instruments to be executed, delivered or filed by it pursuant to or in connection with this Agreement. The execution and delivery of this Agreement and the performance of the Transactions has been approved by all necessary action of the board of managers of MEDA.

4.2 Validity of Contemplated Transactions . The execution, delivery and performance of this Agreement and the consummation of the Transactions (a) do not and will not contravene any provision of the organizational documents of MEDA, or (b) constitute a breach of, result in a Default under, or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which MEDA, or by which MEDA or its assets is bound, or violate any provision of any applicable law, permit or license to which MEDA is subject, where any such breaches, Defaults or violations would materially impair the ability of MEDA to consummate the Transactions.

4.3 Consents . No permit, consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity on the part of MEDA is required in connection with the execution or delivery by MEDA of this Agreement or required of MEDA in connection with the consummation of the Transactions other than (a) those which have previously been obtained, or (b)  such permits, consents, approvals, authorizations, designations, declarations or filings the absence of which, individually or in the aggregate, would not materially impair the ability of MEDA to consummate the Transactions.

4.4 Existing Ceplene Agreements . There are no past due payables owed to Seller under any of the Existing Ceplene Agreements and there is no Default on the part of MEDA or any of its Affiliates in the performance of any obligation to be performed or paid under any of the Existing Ceplene Agreements.

4.5 Insurance . On the date hereof, MEDA has and shall for a period of three (3) years hereafter maintain such general liability, product liability, fire, theft, business interruption, use and occupancy, employee fidelity, workers’ compensation, disability and other forms of insurance covering the Purchased Assets acquired hereunder and its assets and employees which are (a) equal to or in excess of such coverage or amounts required by any applicable law, and (b) in compliance with applicable agreements.

4.6 Litigation . There are no actions, suits, proceedings, orders, grievance procedures or claims pending by or againstMEDA’s MEDA related to the Ceplene Business in the Territory, the Existing Ceplene Agreements or the Product and Buyer has not received any written notice threatening the foregoing.

4.7 Disclosure 5.4.1 . No representation or warranty made by MEDA in this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished.

ARTICLE V

COVENANTS

5.1 Good Faith Efforts . Following the Closing, Seller and MEDA will use all reasonable commercial efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things, necessary, proper or advisable under applicable laws to consummate and make effective the Transactions as promptly as practicable.

5.2 Laws Affecting Transfer of Regulatory Approvals . Corp and GmbH shall, and, if required, MEDA, shall make any necessary filings with the appropriate Governmental Entities required to transfer the Regulatory Approvals under the laws of the jurisdictions in the Territory where the Ceplene Business is conducted.

5.3 Public Announcements . The parties hereby consent to each party initially announcing the terms of the Transactions in a press release in the form set out in Schedule 5.3 and making subsequent public disclosure consistent with such press release.

5.4 Confidentiality . Seller and MEDA acknowledge and confirm that all Information comprised in the Purchased Assets shall comprise the Confidential Information of MEDA as though it had been disclosed by MEDA to Seller and Seller and MEDA agree that this Agreement and the Transactions contemplated hereby constitute Confidential Information of both parties in each case, governed by such provisions on that basis and shall survive the Closing.

5.4.1 Except as otherwise provided herein, each party shall maintain in strict confidence, and shall not use for any purpose or disclose to any Third Party without the disclosing party’s written consent, information disclosed by the other party (“Confidential Information”). Without limiting the foregoing, Confidential Information shall include information relating to the Product and all related developments, products, substances, customer lists, pricing policies, employment records and policies, operational methods, marketing plans and strategies, product development techniques or plans, methods of manufacture, technical processes, designs and design projects, inventions and research programs and trade secrets. Confidential Information shall not include any information that the receiving party can demonstrate by competent evidence: (i) was already known to the receiving party at the time of disclosure hereunder as evidenced by previously-existing written records, or (ii) is now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or (iii) is disclosed to the receiving party on a non-confidential basis by a Third Party under no obligation of confidentiality to the disclosing party or (iv) is independently developed by the receiving party without the use of, reliance on or reference to any Confidential Information disclosed to the receiving party by the disclosing party.

5.4.2 Permitted Use . Notwithstanding the provisions of Section 5.4.1 above, each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances:

5.4.2.1

enforcing such party’s rights under this Agreement;

5.4.2.2

prosecuting or defending litigation as permitted by this Agreement;

5.4.2.3

complying with applicable court orders or governmental regulations;

5.4.2.4

register or record this Agreement or evidence of this Agreement with the applicable patent authorities;

5.4.2.5

in the case of MEDA, developing or commercializing the Product in the Territory, and in the case of Seller, developing or commercializing the Product outside the Territory;

5.4.2.6

facilitate discussions with actual or potential subcontractors and sublicensees in connection with the development and commercialization of Product hereunder provided, in each case, that any such actual or potential subcontractor or sublicensee agrees to be bound by reasonable obligations of confidentiality and non-use;

5.4.2.7

respond to any request by any Regulatory Authority in connection with any filings or applications for Regulatory Approval of the Licensed Product;

5.4.2.8

comply with requirements to disclose to applicable stock exchanges; provided, that prior notice of such disclosure shall be provided to the non-disclosing party and reasonable measures, to the extent available and after consultation with the non-disclosing party, shall be taken to assure confidential treatment of such information, including requests for redaction of confidential terms of this Agreement; and

5.4.2.9

disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors, acquirers, merger partners, or potential providers of equity or debt financing and their advisors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use.

Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 5.4.2.2 or Section 5.4.2.3, it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Seller shall promptly deliver to MEDA all materials remaining in its possession containing any Confidential Information, including all copies, extracts, adaptations, and transcriptions thereof, except as otherwise provided in this Agreement.

5.5 Transfer Taxes . All excise, sales, use, transfer, stamp, documentary, filing, recording and other similar taxes or fees which may be imposed or assessed as the result of the Transactions (“Transfer Taxes”), together with any interest or penalties with respect thereto shall be paid by the party responsible for such Transfer Taxes under applicable Law. All tax filings required to be filed in connection with any Transfer Taxes shall be prepared and filed when due by the party responsible under applicable Law or custom to file such tax filings. The parties shall provide each other with reasonable assistance in respect of tax filings arising from Transfer Taxes.

5.6 HSR Filing . MEDA and Seller shall have determined, upon advice of counsel, that no filing is required pursuant to the Hart-Scott-Rodino Act (“HSR Act”). MEDA and Seller shall furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with reaching such determination.

5.7 Cooperation Regarding Litigation . Upon reasonable prior written notice given by MEDA or its Affiliates (including Meda Pharma Sarl) to Seller or Seller to MEDA, as the case may be, each of the parties shall provide the other with access to such information and employees as either party may reasonably request in connection with any actions, suits or proceedings relating to the Ceplene Business in the Territory or the Purchased Assets, provided, however, that the requesting party shall reimburse the party providing the access for its out of pocket costs of providing the information and direct salary costs for employees so requested.

5.8 Insurance Claims . Seller and MEDA shall cooperate with Seller’s insurers in processing all claims arising with respect to acts, omissions, or occurrences prior to the Closing Date and shall cooperate with the insurers of MEDA and/or its Affiliates in processing all claims with respect to acts, omissions, or occurrences after the Closing Date.

5.9 Additional Assurances . Corp and GmbH shall take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller’s ownership, rights and privileges in the Purchased Assets in MEDA and its Affiliates (in particular Meda Pharma Sarl). Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to MEDA and its Affiliates (in particular Meda Pharma Sarl) of any Purchased Asset is prohibited by any applicable law or would require any Governmental Entity or other Third Party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. The parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers, including without limitation, (i) consent of the EMA to the transfer of the Marketing Authorisation, (ii) consents from Third Parties to the assignment of the Assigned Contracts from Seller to MEDA and (iii) execution and delivery of the Assigned Contract Amendments and the consent of the relevant Third Parties thereto. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to MEDA and its Affiliates (in particular Meda Pharma Sarl) the benefits and liabilities of use of such Purchased Asset. In particular, in respect of the Assigned Contracts:

5.9.1 Seller shall hold these in trust for MEDA absolutely, MEDA shall (to the extent permissible and lawful under the Assigned Contracts) perform all obligations of Seller under the Assigned Contracts to be discharged after Completion Date; and

5.9.2 Seller shall (to the extent permissible and lawful under the Assigned Contracts) provide MEDA with all the rights of the Seller under such Assigned Contract and comply with all reasonable instructions of MEDA in respect thereof.

5.10 Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained pursuant to Section 5.9, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to MEDA or its Affiliates (in particular Meda Pharma Sarl) for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to MEDA or its Affiliates (in particular Meda Pharma Sarl) pursuant to Section 5.9, then MEDA and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to MEDA or its Affiliates (in particular Meda Pharma Sarl) the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by MEDA or its Affiliates of the obligations thereunder to the extent permitted by law.

ARTICLE VI

THE CLOSING

6.1 Time and Place . The Closing is being held simultaneously with the execution and delivery of this Agreement (the “Closing Date”).

6.2 Conduct of Closing .

6.2.1 As to MEDA . MEDA has, in exchange for the Purchased Assets, delivered to Seller, in each case duly executed by MEDA, as appropriate:

6.2.1.1

The Cash Consideration in the amount set forth in Section 2.5;

6.2.1.2

A certificate dated the Closing Date and signed on behalf of MEDA by an officer of MEDA certifying that the board of managers of MEDA has passed resolutions authorizing and approving the Transactions and authorizing the officers of MEDA to take any actions and to execute all documents and instruments to be executed, delivered or filed by it pursuant to or in connection with this Agreement;

6.2.1.8

Such other documents and instruments as Seller or its counsel may reasonably request in good faith in connection with the transfer of the Purchased Assets and the assumption of the Assumed Liabilities.

6.2.2 As to Seller . Seller has delivered or has caused to be delivered to MEDA, in each case duly executed by Seller, as appropriate:

6.2.2.1

The Bill of Sale, Assignment and Assumption Agreements, IP Assignments, Marketing Authorisation Transfer and copies of the Obtained Consents;

6.2.2.2

Unless previously provided to MEDA, copies of the Documentation, all records and tangible materials embodying or reflecting any of the Purchased Assets and such other documents, instruments, assignments and certificates as may be necessary to vest the Purchased Assets and all rights thereto and thereunder in MEDA;

6.2.2.3

A certificate dated the Closing Date and signed on behalf of Seller, by an officer of Seller, attaching, as appropriate, (i) a certificate of good standing from the Secretary of State of Delaware in respect of Corp and a certificate of good standing of GmbH, and (ii) a copy of the resolutions of the Board of Directors of Seller authorizing and approving this Agreement and the Collateral Documents and the consummation of the Transactions and authorizing the officers of such Seller to take any actions and to execute all documents and instruments to be executed, delivered or filed by it pursuant to or in connection with this Agreement;

6.2.2.11

Such other documents and instruments as MEDA or its Affiliates (in particular Meda Pharma Sarl) or its counsel may reasonably request in good faith in connection with the transfer of the Purchased Assets and the assumption of the Assumed Liabilities.

ARTICLE VII

SURVIVAL AND INDEMNIFICATION

7.1 Survival of Representations, Warranties and Covenants . The representations and warranties of the parties contained in this Agreement shall, notwithstanding any investigation by or notice by or to any party prior to the Closing Date, survive the Closing for eighteen (18) months following the Closing Date. In the event notice of any claim for indemnification under Section 7.5 shall have been given prior to midnight on the last day of the survival period (the “Expiration Date”), the representations and warranties that are the subject of such indemnification claim shall survive until the claim is finally resolved. The covenants and agreements of the parties contained in this Agreement shall survive until fully performed.

7.2 Indemnification by Corp . Corp shall indemnify and hold harmless MEDA and its Affiliates (in particular Meda Pharma Sarl) and their respective employees, directors, agents and representatives (collectively, the “MEDA Indemnified Parties”), from and against any and all Loss and Litigation Expense, which they or any of them may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of warranty, (b) the failure of Seller to perform its covenants contained in this Agreement, (c) the failure by Seller to satisfy any liability or obligation which is an Excluded Liability, or (d) the failure of Seller or its Affiliates to pay any Transfer Taxes which Seller is required to pay pursuant to Section 5.5 or any other costs or expenses which are the responsibility of Seller.

7.3 Indemnification by Corp in respect of Employment Claims . If in consequence of or in connection with the Transactions the contract of employment of any person (whether such person is or has been employed by the Seller or any of its Affiliates or not) or any liability under any such person’s contract of employment or associated with their employment or its termination, transfers or is alleged to have transferred to MEDA or any of its Affiliates (in particular Meda Pharma Sarl) pursuant to the Bürgerliches Gesetzbuch — BGB and any modification or re-enactment thereof MEDA shall notify the Seller in writing within thirty (30) days of becoming aware of that fact or allegation (“Notification”).

7.3.1 To the extent that such person claims to be employed by MEDA or its Affiliates (in particular Meda Pharma Sarl), the following process shall apply:

7.3.1.1

within twenty one (21) days of the Notification being received by Seller, Seller may offer employment to such person or may take at its own cost such other steps as it feels necessary to effect a written withdrawal of the Employment Claim. If such offer of employment is accepted, MEDA or its Affiliates (in particular Meda Pharma Sarl) shall immediately release the person from its employment; and

7.3.1.2

if no such offer of employment has been made or procured to be made by Seller or such offer has been made but not accepted or if such person has failed to withdraw the claim, then MEDA or its Affiliates may terminate the employment of such person at any time during the period of seven days beginning (i) on the 28th day after the date on which the Notification was sent to Seller, or (ii) on the day a required approval of the termination was given by the relevant authority.

7.3.2 Corp will indemnify MEDA and its Affiliates (in particular Meda Pharma Sarl) against all Losses and Litigation Expenses arising out of any Employment Claim, made at any time against MEDA or its Affiliates relating to the employment of any person to whom Section 7.3 relates at any time and the termination of such person’s employment at any time.

7.3.3 Notwithstanding the foregoing, if any person whose Employment Claim or severance or related costs were initially paid for or indemnified by Corp or GmbH is subsequently rehired by MEDA, an Affiliate or a sub-licensee as an employee or retained as a consultant within three (3) months after the Closing Date (for consultants provided that the individual has worked on average no less than twenty (20) hours per week calculated over the entire period from the Closing Date to the date three (3) months after the Closing Date, irrespective of whether the individual was engaged for all or part of such period), neither Corp nor GmbH shall be liable for any Losses and Litigation Expenses arising out of any Employment Claim or severance or related costs as to such person, and if any such payments previously had been made by Corp or GmbH to such person, MEDA will promptly remit to Seller the amount of all such payments.

7.4 Indemnification by MEDA . MEDA shall indemnify and hold harmless Seller, its Affiliates and their respective employees, directors, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against any and all Loss and Litigation Expense which they, or any of them, may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of warranty, (b) the failure of MEDA to perform its covenants contained in this Agreement, (c) the failure by MEDA to satisfy any liability or obligation which is an Assumed Liability, or (d) the failure of MEDA to pay any Transfer Taxes which MEDA is required to pay pursuant to Section 5.5 or any other costs or expenses which are the responsibility of MEDA.

7.5 Procedure . Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim (“Claim”) which may result in a Loss, and prior to the Expiration Date, the Person seeking indemnity under this Article VII (the “Indemnitee”) shall give written notice thereof to the party from whom indemnity is sought (the “Indemnitor”). The Indemnitor shall have the right, at its expense, to defend, contest or compromise such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of the Indemnitee’s attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, in which event the Indemnitor will be responsible for the reasonable fees and expenses of one firm representing Indemnitee), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims. In the event that the Indemnitor shall undertake to compromise or defend any Claim, it shall promptly notify the Indemnitee of its intention to do so. In the event that the Indemnitor, after written notice from Indemnitee, fails to take timely action to defend the same, the Indemnitee shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of the Indemnitor, provided, no settlement of a Claim by Indemnitee shall be effected without the consent of the Indemnitor unless Indemnitee waives any right to indemnification therefor. The Indemnitor may settle or compromise the entry of any judgment (a) which includes the unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with respect to such Claim in form and substance reasonably satisfactory to Indemnitee, and (b) which would not adversely affect the right of Indemnitee and its Affiliates to own, hold use and operate their respective assets and businesses.

7.6 No Subrogation . If any payment is made by or Claim asserted against Seller under the terms of this Article VII, none of the Seller Indemnified Parties shall have any rights against the Purchased Assets, whether by reason of contribution, indemnification or otherwise and shall not take any action against the Purchased Assets with respect thereto. Any rights which the Seller Indemnified Parties may have, by operation of law or otherwise against the Purchased Assets are, effective on the Closing Date, hereby expressly and knowingly waived.

7.7 Exclusive Remedy . The exclusive remedies for any breach of any representation, warranty, covenant or agreement hereunder shall be the indemnification provided by this Article VII and each party expressly waives any other rights or remedies it may have, provided, however, that equitable relief, including the remedies of specific performance and injunction, shall be available with respect to any actual or attempted breach of any covenant to be performed after the Closing Date.

7.8 Limitations . Notwithstanding anything to the contrary contained in this Agreement, the liabilities and obligations of Seller and MEDA and any of its Affiliates (in particular Meda Pharma Sarl) asserted under Article VII of this Agreement shall be subject to the following limitations, save in respect of the Seller’s indemnity pursuant to Section 7.3 which shall not be so limited:

7.8.1 Seller and MEDA each shall not be responsible to MEDA Indemnified Parties and the Seller Indemnified Parties, respectively, for any misrepresentation or breach of a representation or warranty contained in this Agreement until the cumulative aggregate amount of all Losses and Litigation Expenses for which it would otherwise be obligated to pay under this Article VII exceeds US$40,000 (after taking into account any payments made directly or indirectly to MEDA Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of any applicable insurance payments), whereupon such party shall be liable to MEDA Indemnified Parties or the Seller Indemnified Parties, as the case may be, for the full amount of such Losses and Litigation Expenses (after taking into account any payments made directly or indirectly to MEDA Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of any applicable insurance payments).

7.8.2 The parties agree that the aggregate combined amount of the obligations and liabilities of either party together with its Affiliates under (i) Article VII hereof for Losses and Litigation Expenses and (ii) the Sarl Asset Purchase Agreement shall not exceed the Cash Consideration payable under this Agreement plus the Cash Consideration (as defined therein) payable under the Sarl Asset Purchase Agreement. Both Parties agree that they shall procure that their Affiliates do not make a claim under the Sarl Asset Purchase Agreement that will cause this limit to be exceeded.

ARTICLE VIII

MISCELLANEOUS

8.1 Headings and References . The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. Any reference in this Agreement to an Article, Section or Schedule, unless it clearly refers to another instrument, means the specified Article, Section or Schedule of this Agreement.

8.2 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons, entities or circumstances shall not be affected by such invalidity or unenforceability.

8.3 Expenses . Except as otherwise expressly provided herein, each of Seller and MEDA shall be responsible for its own expenses.

8.4 Notices . Any notice to be given under this Agreement must be in writing and delivered either in Person, by any method of mail (postage prepaid) requiring return receipt, or by overnight courier or facsimile confirmed thereafter by any of the foregoing, to the party to be notified at its address(es) given below, or at any address such party has previously designated by prior written notice to the other. Notice shall be deemed sufficiently given for all purposes upon the earliest of: (a) the date of actual receipt; (b) if mailed, five days after the date of postmark; or (c) if delivered by express courier, the next business day the courier regularly makes deliveries in the country of the recipient.

If to MEDA, to:

MEDA AB

Pipers Väg, Box 906

SE-170 09

Solna, Sweden

Attention: Anders Lönner
Telephone: +46 8 630 19 00
Facsimile: +46 8 630 19 50

With copies to:

Reed Smith LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2RS England
Attention: John Wilkinson, Esq.
Telephone: +44(0)2031163640
Facsimile: +44(0)2031163999

If to Seller to:

EpiCept Corporation
777 Old Saw Mill Road
Tarrytown, NY  10591 USA
Attention: Jack Talley
Telephone: +1-914-606-3500

Facsimile: +1-914-606-3501

With a copy to:

Eilenberg & Krause LLP
11 East 44 ^th Street, 19 ^th Floor
New York, New York 10017 USA
Attention: Adam Eilenberg, Esq.
Telephone: +1-212-986-9700
Facsimile: +1-212-986-2399

8.5 Waiver; Consents . The failure by any party to exercise any right under, or to object to the breach by any other party of any term, provision or condition of, this Agreement shall not constitute a waiver thereof and shall not preclude such party from thereafter exercising that or any other right, or from thereafter objecting to that or any prior or subsequent breach of the same or any other term, provision or condition of the Agreement. Any consent granted pursuant to this Agreement shall be in writing, executed by the Person authorized by the consenting party to receive notices, and shall be a consent only to the Transactions, act or agreement specifically referred to in the consent and not to other similar Transactions, acts or agreements.

8.6 Assignment . This Agreement shall not be assigned by any party without the prior written consent of the other party, provided, however, that MEDA may assign this Agreement to any Affiliate of MEDA and Seller may assign this Agreement to any acquiror of all or substantially all of its business or assets if such acquiror confirms and acknowledges the obligations of Seller under this Agreement and the Collateral Documents. Any attempted assignment in contravention with the foregoing shall be void. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and any permitted assigns.

8.7 Further Assurance . Each party shall do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this Agreement.

8.8 Governing Law . This Agreement and any disputes, claims, or actions related thereto shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to the conflicts of laws provisions thereof with the exceptions of Sections 5-1401 and 5-1402 of the New York General Obligations Law and with the exception that to the extent the transfer or assignment in rem of any Purchased Assets or Assumed Liabilities follows mandatory statutory local law, such mandatory statutory local law shall apply.

8.9 Parties in Interest . This Agreement is binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. Nothing contained in this Agreement, express or implied, shall give any other Person any legal or equitable right, remedy or claim under or with respect to this Agreement or the Transactions except as expressly provided in Article VII.

8.10 Dispute Resolution . Any dispute arising under or relating to the parties rights and obligations under this Agreement will be referred to the Chief Executive Officer of Corp and the Chief Executive Officer of MEDA for resolution (the “Authorized Officers”). Each Authorized Officer shall appoint two additional authorized representatives of such party to serve as a member of a Dispute Resolution Committee (the “DRC”). In the event of a dispute, the DRC shall meet and attempt, in good faith, to resolve such dispute. If the DRC is unable to resolve such dispute within 30 days of such dispute being referred to them, then, upon the written request of either party to the other party, the dispute shall be subject to arbitration, as provided in Section 8.11.

8.11 Arbitration .

8.11.1 Claims . Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement that is not resolved pursuant to Section 8.1 within the required 30-day period, including without limitation, any action or claim based on tort, contract, or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (“Claim”), shall be resolved by final and binding arbitration before a panel of three neutral experts with relevant industry experience. The arbitration proceeding shall be administered by the American Arbitration Association (the “AAA”) in accordance with its then existing International Arbitration Rules, and the panel of arbitrators shall be selected in accordance with such rules. The arbitration shall be conducted in English, and shall be held in New York, New York, USA.

8.11.2 Arbitrators’ Award . The arbitrators shall, within 15 days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The decision or award rendered by the arbitrators shall be final and non-appealable, and judgment may be entered upon it in any court of competent jurisdiction. The arbitrators shall be authorized to award compensatory damages, but shall NOT be authorized (i) to award non-economic damages, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the damage limitations described in parts (i) and (ii) of this sentence will not apply if such damages are statutorily imposed.

8.11.3 Costs . Each party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, however, the arbitrators shall be authorized to determine whether a party is the prevailing party, and at their discretion, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges and travel expenses), and/or the reasonable fees and costs of the AAA and the arbitrators.

8.12 Court Actions . Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, including without limitation relating to the violation of the confidentiality provisions of Section 5.4 hereof, and such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding. In addition, either party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of Patents or other intellectual property rights, and no such matter shall be subject to arbitration pursuant to Section 8.11.

8.13 Continued Performance . The parties agree to continue performing under the Agreement in accordance with its provisions, pending the final resolution of any dispute.

8.14 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but such counterparts shall together constitute one and the same Agreement.

8.15 Entire Agreement; Amendments . This Agreement and the Collateral Documents constitute the entire understanding among the parties hereto with respect to the subject matter contained herein and supersede any prior understandings and agreements among them respecting such subject matter. This Agreement may be amended, supplemented, and terminated only by a written instrument duly executed by Seller and MEDA. Each of MEDA and Seller recognizes that the liability and remedy provisions of this Agreement are material to the Agreement and have been bargained for and are reflected in the mutual promises and agreements set forth in the Agreement.

1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers on the date first above written.

SELLER

EPICEPT CORPORATION

By:
Name:
Title:

EPICEPT GMBH

By:
Name:
Title:

BUYER

MEDA AB

By:
Name:
Title:

2

SCHEDULE D

Territory

3

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of 18 June 2012, is by and between

(A)

EPICEPT CORPORATION , a corporation organized under the laws of the State of Delaware, USA and having its principal offices at 777 Old Saw Mill River Road, Tarrytown, New York 10591, USA (“ Corp ”);

(B)

MAXIM PHARMACEUTICALS, INC. , a corporation organized under the laws of Delaware and having its principal place of business at 8899 University Center Lane, Suite 400, San Diego, California 92122-1013 U.S.A.. ( “Maxim” and together with Corp “ Seller ”); and

(C)

MEDA PHARMA SARL a company incorporated under the laws of Luxembourg (RC Luxembourg B157784) having its head office and registered address at 43 Avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg (“ SARL ”).

The Seller and SARL are referred to in this Agreement, each as a “party” and, collectively, as the “parties”.

Background

Seller is the owner of certain patents and trademarks relating to Ceplene in the Territory, as such terms are defined below.

Seller desires to sell its rights in the patents and trademarks relating to Ceplene in the Territory to SARL, and SARL desires to purchase such rights to Ceplene in the Territory, all on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the following mutual promises and obligations, and for other good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . As used in this Agreement, terms defined in the preamble of this Agreement shall have the meanings set forth therein and the following terms shall have the meanings set forth below:

“Affiliate” shall mean any company or entity controlled by, controlling, or under common control with a party hereto. For the purpose of this definition, a business entity shall be deemed to “control” another business entity, if it owns directly or indirectly, more than 50% of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity, or exercises equivalent influence over such entity.

“Agreed Form” means in relation to any document, in the form agreed by the parties prior to the date of this Agreement.

“Agreement” means this Agreement and the Schedules hereto.

“AML Remission Treatment” shall mean the treatment of adult patients with acute myeloid leukaemia in first remission concomitantly treated with interleukin-2 (IL-2).

“Ceplene” means any chemical composition comprising or containing histamine dihydrochloride (2-(3H-imidazol-4-yl) ethylnamine dihydrochloride).

“Ceplene Business” means Seller’s business, whether conducted through Corp or its Affiliates, comprising or relating to the development or commercialization of Ceplene for AML Remission Treatment.

“Ceplene Trademarks” shall mean the Ceplene trademarks that are identified in Schedule B.

“Closing” means the closing of the Transaction.

“Closing Date” shall mean the date of this Agreement.

“Collateral Documents” means the agreements, other than this Agreement, executed and delivered by the parties hereto pursuant to this Agreement.

“Completion of the Post Approval Commitments” means the time of receipt by SARL of documentation from the EMA confirming the fact that all of the Post Approval Commitments have been fulfilled.

“Confidential Information” shall have the meaning set out in Section 5.3.1.

“Consideration” means the Cash Consideration.

“Control” shall mean, with respect to any Information, Patents or other intellectual property rights, possession by a party of the right, power and authority (whether by ownership, license or otherwise) to grant access to, to grant use of or to grant a license or a sublicense to such Information, Patents or intellectual property rights without violating the terms of any agreement or other arrangement with any Third Party.

“Default” means the occurrence of any event which of itself or with the giving of notice or the passage of time or both would constitute an event of default under the applicable agreement, contract or instrument or would permit the other party thereto to cancel or terminate performance or seek damages for breach.

“Derivative” shall mean, with respect to Ceplene, any metabolite, prodrug, hydrate, solvate, conjugate, salt, crystal form, ester, enantiomer, isomer or polymorph of Ceplene.

“Documentation” means all documentation (in all media, including digital formats) of the Purchased Assets, and all copies thereof in Seller’s possession or control.

“Dollars” and “$” means dollars of the United States of America.

“EMA” means the European Medicines Agency or any successor entity thereof performing similar functions.

“EpiCept Patents” shall mean the patents set out in Schedule C and any patents owned or Controlled by Seller or any of its Affiliates that, in the absence of a license thereunder, would be infringed by the development, use, sale, offer for sale or import of Product in the Territory.

“Expiration Date” shall have the meaning set out in Section 7.1.

“Governmental Entity” means the United States or other country government, the government of any of the states constituting the United States or any provinces or regions of any other country, any municipality and any other national or provincial or regional government, and all of their respective branches, departments, agencies, instrumentalities, non-appropriated fund activities, subsidiary corporations or other subdivisions.

“IFRS” means International Financial Reporting Standards as published by the International Accounting Standards Board, as in effect at the time to which the financial statements or records relate.

“Information” shall mean tangible and intangible techniques, technology, practices, trade secrets, inventions (whether patentable or not), methods, knowledge, know-how, skill, experience, test data and results (including pharmacological, toxicological and clinical test data and results), analytical and quality control data, results, descriptions and compositions of matter.

“IP Assignments” means the instruments and agreements conveying the Ceplene Trademarks and the EpiCept Patents to SARL, in the Agreed Form.

“Litigation Expense” means any expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against under this Agreement, including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees and reasonable fees and disbursements of legal counsel (whether incurred in any action or proceeding between the parties to this Agreement or between any party to this Agreement and any Third Party), investigators, expert witnesses, accountants and other professionals.

“Loss” means any loss, obligation, claim, liability, settlement payment, award, judgment, fine, penalty, interest charge, expense, damage or deficiency or other charge, other than Litigation Expense.

“Material Adverse Effect” means an effect which is materially adverse to the results of operations, financial condition or prospects of the specified Person, the Ceplene Business in the Territory or the ability to use the Purchased Assets (taken as a whole) as presently used.

“Obtained Consents” shall have the meaning set out in Section 3.4.

“Parent Company Guarantee” means the Parent Company Guarantee to be provided by Corp to SARL in the form set out in Schedule 4.

“Patents” shall mean patents and patent applications, including provisional applications, continuations, continuations-in-part, continued prosecution applications, divisions, substitutions, reissues, additions, renewals, reexaminations, extensions, term restorations, confirmations, registrations, revalidations, revisions, priority rights, requests for continued examination and supplementary protection certificates granted in relation thereto, as well as utility models, innovation patents, petty patents, patents of addition, inventor’s certificates, and equivalents in any country or jurisdiction.

“Person” means and includes an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, a joint venture, a trust, an unincorporated association, a Governmental Entity or any other entity, wherever located or organized.

“Product” means a pharmaceutical product that is or contains (i) Ceplene and/or (ii) if relating to AML Remission Treatment only, Ceplene or a Derivative, and, in both cases, line and label extensions thereof, including all formulations, routes of administration and other Improvements made or acquired by EpiCept, in all cases, whether administered alone or in combination with other pharmaceutical products or active pharmaceutical ingredients.

“Purchased Assets” means the assets and rights of the Ceplene Business in the Territory described in Sections 2.1, whether held by Corp or Maxim.

“Regulatory Authority” shall mean any country, federal, supranational, state or local regulatory agency, department, bureau, court or other governmental or regulatory authority having the authority to regulate the development or marketing of pharmaceutical products in the Territory or any part thereof (e.g. the EMA).

“Taxes” means any taxes, charges, fees, levies or other assessments, including income, excise, property, sales, gross receipts, employment and franchise taxes imposed by the United States, or any state, county, local or foreign government or subdivision or agency thereof, and any interest, penalties or additions attributable thereto.

“Third Party” shall mean any entity other than Seller or SARL or their respective Affiliates.

1.2.1 References in this Agreement to any gender shall include references to all genders.

1.2.2 Unless the context otherwise requires, references in the singular include references in the plural and vice versa.

1.2.3 References to a party to this Agreement or to other agreements described herein means those Persons executing such agreements.

1.2.4 The words “include”, “including”, “includes” or “in particular” shall be deemed to be followed by the phrase “without limitation” or the phrase “but not limited to” in all places where such words appear in this Agreement.

1.2.5 This Agreement is the joint drafting product of Seller and SARL and each provision has been subject to negotiation and agreement and shall not be construed for or against either party as drafter thereof.

1.2.6 The phrases “have heretofore been provided” or “has provided” or similar words mean that Seller has delivered such information to SARL.

ARTICLE II

SALE AND PURCHASE

2.1 Transfer of Certain Purchased Assets to SARL . Upon and subject to the terms and conditions stated in this Agreement, for that portion of the Consideration set forth in Section 2.2 and SARL’s performance of its other obligations under this Agreement, Seller hereby sells, assigns, conveys, transfers and delivers to SARL, and SARL acquires from Seller, all of the following Purchased Assets, including all of the right, title and interest of Seller in and to:

2.1.1 The EpiCept Patents;

2.1.2 The Ceplene Trademarks;

2.1.3 All of the goodwill of Seller associated with the Purchased Assets set forth under Sections 2.1.1 and 2.1.2 above; and

2.1.4 All of Seller’s claims, causes of action, judgments, and other rights and remedies of whatever nature arising from infringements of the EpiCept Patents or the Ceplene Trademarks.

2.2 Consideration

2.2.1 In consideration of Seller’s performance of this Agreement and the transfer and delivery of the Purchased Assets to SARL, SARL has delivered to Seller by wire transfer the sum of One Million, Seven Hundred Thousand Dollars ($1,700,000), in immediately available funds (the “Cash Consideration”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF SELLER

Seller represents and warrants to SARL that the representations and warranties as to Seller and its other Affiliates as set forth in Schedule 3 are hereby incorporated herein by reference. Additionally, Seller hereby further represents and warrants as follows:

3.1 Organization, Power, Standing and Qualification of Seller . Seller is duly organized and validly existing under the laws of their jurisdiction of incorporation, and are in good standing, and have all requisite corporate power and authority to carry on their business as it is now being conducted and to own and operate the properties and assets now owned and operated by them. Seller is duly qualified to do business and in good standing in each jurisdiction where the conduct of its business or the ownership or operation of its assets requires such qualification except where failure to be so qualified or in such good standing will not result in a Material Adverse Effect on the Purchased Assets.

3.2 Power and Authority . Upon execution and delivery as contemplated herein, this Agreement will be a valid and binding obligation of Seller, enforceable against it in accordance with its terms except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. Seller each has all requisite corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder. The Board of Directors of each of Corp and Maxim each has duly authorized the execution and delivery of this Agreement and the performance of the Transaction. No approval of the stockholders of Corp or Maxim is required with respect to the consummation of the Transaction.

3.3 Validity of Contemplated Transaction . The execution, delivery and performance of this Agreement by Seller, the execution, delivery and performance by Seller of the Collateral Documents to which it is a Party and the consummation of the Transaction do not and will not (a) contravene any provision of the Certificate of Incorporation or By-laws of Corp or Maxim; (b) constitute a breach by Seller of, or result in a default under or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which Seller is a party or by which any of the Purchased Assets are bound; or (c) violate any provision of any law or permit to which Seller is subject, except for requirements for consents of Persons referred to in Section 3.4.

3.4 Consents . No permit, consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or any other Person on the part of Seller is required in connection with the execution or delivery by Seller of this Agreement or the consummation of the Transaction other than (a) those which have previously been obtained as set out in Schedule 3.4 ( “Obtained Consents” ) (on terms that do not modify any agreement included in the Purchased Assets in a manner that would impose additional obligations on SARL), or (b) those specified in Schedule 3.4 which have not been obtained. The consent obtained from MidCap Funding III, LLC is valid and binding on MidCap and the Sellers and none of the Parties to that consent is in breach of any of the terms pursuant to which that consent was given.

3.5 Undisclosed Liabilities . Seller does not have any liabilities or any obligations of any nature whether or not accrued, contingent or otherwise that are related to the Purchased Assets, other than those that have arisen as a direct consequence of the proper operation of the Seller’s Ceplene Business in the ordinary course (such expression not to include any liabilities which are not ordinary to the Ceplene Business, such as any product liability or claims for defective product).

3.6 Absence of Certain Changes . Prior to the date of this Agreement, Seller has operated the Ceplene Business in the Territory in the ordinary course and in a manner consistent with past practice.

3.7 Purchased Assets . The execution and delivery of this Agreement and the Collateral Documents and other documents to be delivered by Seller to SARL pursuant to Subsection 6.2.2, upon delivery of the Consideration, will vest at the Closing all of Seller’s right, title and interest in and to the Purchased Assets in SARL and SARL will be vested with good and marketable right, title and interest in and to the Purchased Assets, in each case free and clear of any liens, security interests, mortgages, charges, encumbrances and adverse rights of every kind, nature and description.

3.8 Brokers’ or Finders’ Fees . Seller has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or the Transaction.

3.9 Litigation. There are no actions, suits, proceedings, orders, grievance procedures or claims pending by or against or, to Seller’s knowledge, threatened against, or investigations involving Seller related to the Ceplene Business in the Territory or the Product.

3.10 Insurance . On the date hereof, Seller has and shall maintain until the third (3 ^rd ) anniversary of the Closing Date such general liability, product liability, fire, theft, business interruption, use and occupancy, employee fidelity, workers’ compensation, disability and other forms of insurance covering the Ceplene Business in the Territory and its assets and employees which are (a) equal to or in excess of such coverage or amounts required by any applicable law, and (b) in compliance with applicable agreements.

3.11 Disclosure . No representation or warranty made by Seller in this Agreement or any schedules hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SARL

SARL hereby represents and warrants as follows:

4.1 Power and Authority . This Agreement is a valid and binding obligation of SARL enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles. SARL has all requisite power and authority to enter into this Agreement and to perform all of its obligations hereunder. SARL has passed a board resolution authorizing the officers of SARL to take any actions and to execute all documents and instruments to be executed, delivered or filed by it pursuant to or in connection with this Agreement. The execution and delivery of this Agreement and the performance of the Transaction has been approved by all necessary action of the board of managers of SARL.

4.2 Validity of Contemplated Transaction . The execution, delivery and performance of this Agreement and the consummation of the Transaction (a) do not and will not contravene any provision of the organizational documents of SARL, or (b) constitute a breach of, result in a Default under, or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which SARL, or by which SARL or its assets is bound, or violate any provision of any applicable law, permit or license to which SARL is subject, where any such breaches, Defaults or violations would materially impair the ability of SARL to consummate the Transaction.

4.3 Consents . No permit, consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity on the part of SARL is required in connection with the execution or delivery by SARL of this Agreement or required of SARL in connection with the consummation of the Transaction other than (a) those which have previously been obtained, or (b)  such permits, consents, approvals, authorizations, designations, declarations or filings the absence of which, individually or in the aggregate, would not materially impair the ability of SARL to consummate the Transaction.

4.4 Insurance . On the date hereof, SARL has and shall for a period of three (3) years hereafter be covered by such general liability, product liability, fire, theft, business interruption, use and occupancy, employee fidelity, workers’ compensation, disability and other forms of insurance covering the Purchased Assets acquired hereunder and its assets and employees which are (a) equal to or in excess of such coverage or amounts required by any applicable law, and (b) in compliance with applicable agreements.

4.5 Litigation . There are no actions, suits, proceedings, orders, grievance procedures or claims pending by or against or, to SARL’s knowledge, threatened against, or investigations involving SARL related to the Ceplene Business in the Territory or the Product.

4.6 Disclosure 5.4.1 . No representation or warranty made by SARL in this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished.

ARTICLE V

COVENANTS

5.1 Good Faith Efforts . Following the Closing, Seller and SARL will use all reasonable commercial efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things, necessary, proper or advisable under applicable laws to consummate and make effective the Transaction as promptly as practicable.

5.2 Public Announcements . The parties hereby consent to each party initially announcing the terms of the Transaction in a press release and making subsequent public disclosure consistent with such press release.

5.3 Confidentiality . Seller and SARL acknowledge and confirm that all Information comprised in the Purchased Assets shall comprise the Confidential Information of SARL as though it had been disclosed by SARL to Seller and Seller and SARL agree that this Agreement and the Transaction contemplated hereby constitute Confidential Information of both parties in each case, governed by such provisions on that basis and shall survive the Closing.

5.3.1 Except as otherwise provided herein, each party shall maintain in strict confidence, and shall not use for any purpose or disclose to any Third Party without the disclosing party’s written consent, information disclosed by the other party (“Confidential Information”). Without limiting the foregoing, Confidential Information shall include information relating to the Product and all related developments, products, substances, customer lists, pricing policies, employment records and policies, operational methods, marketing plans and strategies, product development techniques or plans, methods of manufacture, technical processes, designs and design projects, inventions and research programs and trade secrets. Confidential Information shall not include any information that the receiving party can demonstrate by competent evidence: (i) was already known to the receiving party at the time of disclosure hereunder as evidenced by previously-existing written records, or (ii) is now or hereafter becomes publicly known other than through acts or omissions of the receiving party, or (iii) is disclosed to the receiving party on a non-confidential basis by a Third Party under no obligation of confidentiality to the disclosing party or (iv) is independently developed by the receiving party without the use of, reliance on or reference to any Confidential Information disclosed to the receiving party by the disclosing party.

5.3.2 Permitted Use . Notwithstanding the provisions of Section 5.3.1 above, each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances:

5.3.2.1

enforcing such party’s rights under this Agreement;

5.3.2.2

prosecuting or defending litigation as permitted by this Agreement;

5.3.2.3

complying with applicable court orders or governmental regulations;

5.3.2.4

register or record this Agreement or evidence of this Agreement with the applicable patent or trademark authorities;

5.3.2.5

in the case of SARL, developing or commercializing the Product in the Territory, and in the case of Seller, developing or commercializing the Product outside the Territory;

5.3.2.6

facilitate discussions with actual or potential subcontractors and sublicensees in connection with the development and commercialization of Product hereunder provided, in each case, that any such actual or potential subcontractor or sublicensee agrees to be bound by reasonable obligations of confidentiality and non-use;

5.3.2.7

comply with requirements to disclose to applicable stock exchanges; provided, that prior notice of such disclosure shall be provided to the non-disclosing party and reasonable measures, to the extent available and after consultation with the non-disclosing party, shall be taken to assure confidential treatment of such information, including requests for redaction of confidential terms of this Agreement; and

5.3.2.8

disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors, acquirers, merger partners, or potential providers of equity or debt financing and their advisors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use.

Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party’s Confidential Information pursuant to Section 5.3.2.2 or Section 5.3.2.3, it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

Seller shall promptly deliver to SARL all materials remaining in its possession containing any Confidential Information pertaining specifically to the Purchased Assets (including the patent and trademark prosecution files), including all copies, extracts, adaptations, and transcriptions thereof, except as otherwise provided in this Agreement.

5.4 Transfer Taxes . All excise, sales, use, transfer, stamp, documentary, filing, recording and other similar taxes or fees which may be imposed or assessed as the result of the Transaction (“Transfer Taxes”), together with any interest or penalties with respect thereto shall be paid by the party responsible for such Transfer Taxes under applicable Law. All tax filings required to be filed in connection with any Transfer Taxes shall be prepared and filed when due by the party responsible under applicable Law or custom to file such tax filings. The parties shall provide each other with reasonable assistance in respect of tax filings arising from Transfer Taxes.

5.5 HSR Filing . SARL and Seller shall have determined, upon advice of counsel, that no filing is required pursuant to the Hart-Scott-Rodino Act (“HSR Act”). SARL and Seller shall furnish to each other such necessary information and reasonable assistance as the other may reasonably request in connection with reaching such determination.

5.6 Cooperation Regarding Litigation . Upon reasonable prior written notice given by SARL to Seller or Seller to SARL, as the case may be, each party shall provide the other with access to such information and employees as either party may reasonably request in connection with any actions, suits or proceedings relating to the Ceplene Business in the Territory or the Purchased Assets, provided, however, that the requesting party shall reimburse the party providing the access for its out of pocket costs of providing the information and direct salary costs for employees so requested.

5.7 Insurance Claims . Seller and SARL shall cooperate with Seller’s insurers in processing all claims arising with respect to acts, omissions, or occurrences prior to the Closing Date and shall cooperate with SARL’s insurers in processing all claims with respect to acts, omissions, or occurrences after the Closing Date.

5.8 Additional Assurances . Corp, its Affiliates and Maxim shall take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller’s ownership, rights and privileges in the Purchased Assets in SARL. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to SARL of any Purchased Asset is prohibited by any applicable law or would require any Governmental Entity or other Third Party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. The parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to SARL the benefits and liabilities of use of such Purchased Asset.

ARTICLE VI

THE CLOSING

6.1 Time and Place . The Closing is being held simultaneously with the execution and delivery of this Agreement (the “Closing Date”).

6.2 Conduct of Closing .

6.2.1 As to SARL . SARL has, in exchange for the Purchased Assets, delivered to Seller, in each case duly executed by SARL, as appropriate:

6.2.1.1

The Cash Consideration in the amount set forth in Section 2.2;

6.2.1.2

A certificate dated the Closing Date and signed on behalf of SARL by an officer of SARL certifying that the board of managers of SARL has passed resolutions authorizing and approving the Transaction and authorizing the officers of SARL to take any actions and to execute all documents and instruments to be executed, delivered or filed by it pursuant to or in connection with this Agreement; and

6.2.1.3

Such other documents and instruments as Seller or its counsel may reasonably request in good faith in connection with the transfer of the Purchased Assets.

6.2.2 As to Seller . Seller has delivered or has caused to be delivered to SARL, in each case duly executed by Seller, as appropriate:

6.2.2.1

The IP Assignments and copies of the Obtained Consents;

6.2.2.2

Unless previously provided to SARL, copies of the Documentation, all records and tangible materials embodying or reflecting any of the Purchased Assets and such other documents, instruments, assignments and certificates as may be necessary to vest the Purchased Assets and all rights thereto and thereunder in SARL;

6.2.2.3

A certificate dated the Closing Date and signed on behalf of Seller, by an officer of Seller, attaching, as appropriate, (i) a certificate of good standing from the Secretary of State of Delaware in respect of Corp and a certificate of good standing from the Secretary of State of Delaware in respect of Maxim, and (ii) a copy of the resolutions of the Board of Directors of each of Corp and Maxim authorizing and approving this Agreement and the Collateral Documents and the consummation of the Transaction and authorizing the officers of such Seller to take any actions and to execute all documents and instruments to be executed, delivered or filed by it pursuant to or in connection with this Agreement;

6.2.2.4

The Collateral Documents; and

6.2.2.5

Such other documents and instruments as SARL or its counsel may reasonably request in good faith in connection with the transfer of the Purchased Assets.

ARTICLE VII

SURVIVAL AND INDEMNIFICATION

7.1 Survival of Representations, Warranties and Covenants . The representations and warranties of the parties contained in this Agreement shall, notwithstanding any investigation by or notice by or to any party prior to the Closing Date, survive the Closing for eighteen (18) months following the Closing Date. In the event notice of any claim for indemnification under Section 7.4 shall have been given prior to midnight on the last day of the survival period (the “Expiration Date”), the representations and warranties that are the subject of such indemnification claim shall survive until the claim is finally resolved. The covenants and agreements of the parties contained in this Agreement shall survive until fully performed.

7.2 Indemnification by Corp and Maxim . Corp and Maxim shall hereby jointly and severally indemnify and hold harmless SARL and its Affiliates, and their respective employees, directors, agents and representatives (collectively, the “SARL Indemnified Parties”), from and against any and all Loss and Litigation Expense, which they or any of them may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of warranty, (b) the failure of Seller to perform its covenants contained in this Agreement, (c) the failure of Seller or its Affiliates to pay any Transfer Taxes which Seller is required to pay pursuant to Section 5.4 or any other costs or expenses which are the responsibility of Seller.

7.3 Indemnification by SARL . SARL shall indemnify and hold harmless Seller, its Affiliates and their respective employees, directors, agents and representatives (collectively, the “Seller Indemnified Parties”), from and against any and all Loss and Litigation Expense which they, or any of them, may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of warranty, (b) the failure of SARL to perform its covenants contained in this Agreement, (c) the failure of SARL to pay any Transfer Taxes which SARL is required to pay pursuant to Section 5.4 or any other costs or expenses which are the responsibility of SARL.

7.4 Procedure . Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim (“Claim”) which may result in a Loss, and prior to the Expiration Date, the Person seeking indemnity under this Article VII (the “Indemnitee”) shall give written notice thereof to the party from whom indemnity is sought (the “Indemnitor”). The Indemnitor shall have the right, at its expense, to defend, contest or compromise such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of the Indemnitee’s attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, in which event the Indemnitor will be responsible for the reasonable fees and expenses of one firm representing Indemnitee), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims. In the event that the Indemnitor shall undertake to compromise or defend any Claim, it shall promptly notify the Indemnitee of its intention to do so. In the event that the Indemnitor, after written notice from Indemnitee, fails to take timely action to defend the same, the Indemnitee shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of the Indemnitor, provided, no settlement of a Claim by Indemnitee shall be effected without the consent of the Indemnitor unless Indemnitee waives any right to indemnification therefor. The Indemnitor may settle or compromise the entry of any judgment (a) which includes the unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with respect to such Claim in form and substance reasonably satisfactory to Indemnitee, and (b) which would not adversely affect the right of Indemnitee and its Affiliates to own, hold use and operate their respective assets and businesses.

7.5 No Subrogation . If any payment is made by or Claim asserted against Seller under the terms of this Article VII, none of the Seller Indemnified Parties shall have any rights against the Purchased Assets, whether by reason of contribution, indemnification or otherwise and shall not take any action against the Purchased Assets with respect thereto. Any rights which the Seller Indemnified Parties may have, by operation of law or otherwise against the Purchased Assets are, effective on the Closing Date, hereby expressly and knowingly waived.

7.6 Exclusive Remedy . The exclusive remedies for any breach of any representation, warranty, covenant or agreement hereunder shall be the indemnification provided by this Article VII and each party expressly waives any other rights or remedies it may have, provided, however, that equitable relief, including the remedies of specific performance and injunction, shall be available with respect to any actual or attempted breach of any covenant to be performed after the Closing Date.

7.7 Limitations . Notwithstanding anything to the contrary contained in this Agreement, the liabilities and obligations of Seller and SARL asserted under Article VII of this Agreement shall be subject to the following limitations, save in respect of the Seller’s indemnity pursuant to Section 7.2 which shall not be so limited:

7.7.1 Seller and SARL each shall not be responsible to SARL Indemnified Parties and the Seller Indemnified Parties, respectively, for any misrepresentation or breach of a representation or warranty contained in this Agreement until the cumulative aggregate amount of all Losses and Litigation Expenses for which it would otherwise be obligated to pay under this Article VII exceeds US$40,000 (after taking into account any payments made directly or indirectly to SARL Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of any applicable insurance payments), whereupon such party shall be liable to SARL Indemnified Parties or the Seller Indemnified Parties, as the case may be, for the full amount of such Losses and Litigation Expenses (after taking into account any payments made directly or indirectly to SARL Indemnified Parties or the Seller Indemnified Parties, as the case may be, as a result of any applicable insurance payments).

7.7.2 the aggregate amount of the obligations and liabilities of either party under Article VII hereof for Losses and Litigation Expenses shall not exceed the Cash Consideration.

ARTICLE VIII

MISCELLANEOUS

8.1 Headings and References . The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. Any reference in this Agreement to an Article, Section or Schedule, unless it clearly refers to another instrument, means the specified Article, Section or Schedule of this Agreement.

8.2 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons, entities or circumstances shall not be affected by such invalidity or unenforceability.

8.3 Expenses . Except as otherwise expressly provided herein, each of Seller and SARL shall be responsible for its own expenses.

8.4 Notices . Any notice to be given under this Agreement must be in writing and delivered either in Person, by any method of mail (postage prepaid) requiring return receipt, or by overnight courier or facsimile confirmed thereafter by any of the foregoing, to the party to be notified at its address(es) given below, or at any address such party has previously designated by prior written notice to the other. Notice shall be deemed sufficiently given for all purposes upon the earliest of: (a) the date of actual receipt; (b) if mailed, five days after the date of postmark; or (c) if delivered by express courier, the next business day the courier regularly makes deliveries in the country of the recipient.

If to SARL, to:

MEDA PHARMA SARL
43 Avenue John Fitzgerald Kennedy,
L-1855 Luxembourg,
Grand-Duchy of Luxembourg
Attention: Ingo Henning

Telephone: + 352 263 757 32

Facsimile: +352 263 757 33

and

Reed Smith LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2RS England
Attention: John Wilkinson, Esq.
Telephone: +44(0)2031163640
Facsimile: +44(0)2031163999

If to Seller to:

EpiCept Corporation
777 Old Saw Mill Road
Tarrytown, NY  10591 USA
Attention: Jack Talley
Telephone: +1-914-606-3500

Facsimile: +1-914-606-3501

With a copy to:

Eilenberg & Krause LLP
11 East 44 ^th Street, 19 ^th Floor
New York, New York 10017 USA
Attention: Adam Eilenberg, Esq.
Telephone: +1-212-986-9700
Facsimile: +1-212-986-2399

8.5 Waiver; Consents . The failure by any party to exercise any right under, or to object to the breach by any other party of any term, provision or condition of, this Agreement shall not constitute a waiver thereof and shall not preclude such party from thereafter exercising that or any other right, or from thereafter objecting to that or any prior or subsequent breach of the same or any other term, provision or condition of the Agreement. Any consent granted pursuant to this Agreement shall be in writing, executed by the Person authorized by the consenting party to receive notices, and shall be a consent only to the transaction, act or agreement specifically referred to in the consent and not to other similar Transaction, acts or agreements.

8.6 Assignment . This Agreement shall not be assigned by any party without the prior written consent of the other party, provided, however, that SARL may assign this Agreement to any Affiliate of SARL and Seller may assign this Agreement to any acquiror of all or substantially all of its business or assets if such acquiror confirms and acknowledges the obligations of Seller under this Agreement and the Collateral Documents. Any attempted assignment in contravention with the foregoing shall be void. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and any permitted assigns.

8.7 Further Assurance . Each party shall do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this Agreement.

8.8 Governing Law . This Agreement and any disputes, claims, or actions related thereto shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to the conflicts of laws provisions thereof with the exceptions of Sections 5-1401 and 5-1402 of the New York General Obligations Law and with the exception that to the extent the transfer or assignment in rem of any Purchased Assets follows mandatory statutory local law, such mandatory statutory local law shall apply.

8.9 Parties in Interest . This Agreement is binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. Nothing contained in this Agreement, express or implied, shall give any other Person any legal or equitable right, remedy or claim under or with respect to this Agreement or the Transaction except as expressly provided in Article VII.

8.10 Dispute Resolution . Any dispute arising under or relating to the parties rights and obligations under this Agreement will be referred to the Chief Executive Officer of Corp and the Chief Executive Officer of SARL (or its designee) for resolution (the “Authorized Officers”). Each Authorized Officer shall appoint two additional authorized representatives of such party to serve as a member of a Dispute Resolution Committee (the “DRC”). In the event of a dispute, the DRC shall meet and attempt, in good faith, to resolve such dispute. If the DRC is unable to resolve such dispute within 30 days of such dispute being referred to them, then, upon the written request of either party to the other party, the dispute shall be subject to arbitration, as provided in Section 8.11.

8.11 Arbitration .

8.11.1 Claims . Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement that is not resolved pursuant to Section 8.1 within the required 30-day period, including without limitation, any action or claim based on tort, contract, or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (“Claim”), shall be resolved by final and binding arbitration before a panel of three neutral experts with relevant industry experience. The arbitration proceeding shall be administered by the American Arbitration Association (the “AAA”) in accordance with its then existing International Arbitration Rules, and the panel of arbitrators shall be selected in accordance with such rules. The arbitration shall be conducted in English, and shall be held in New York, New York, USA.

8.11.2 Arbitrators’ Award . The arbitrators shall, within 15 days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The decision or award rendered by the arbitrators shall be final and non-appealable, and judgment may be entered upon it in any court of competent jurisdiction. The arbitrators shall be authorized to award compensatory damages, but shall NOT be authorized (i) to award non-economic damages, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the damage limitations described in parts (i) and (ii) of this sentence will not apply if such damages are statutorily imposed.

8.11.3 Costs . Each party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, however, the arbitrators shall be authorized to determine whether a party is the prevailing party, and at their discretion, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges and travel expenses), and/or the reasonable fees and costs of the AAA and the arbitrators.

8.12 Court Actions . Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, including without limitation relating to the violation of the confidentiality provisions of Section 5.3 hereof, and such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding. In addition, either party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of Patents or other intellectual property rights, and no such matter shall be subject to arbitration pursuant to Section 8.11.

8.13 Continued Performance . The parties agree to continue performing under the Agreement in accordance with its provisions, pending the final resolution of any dispute.

8.14 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but such counterparts shall together constitute one and the same Agreement.

8.15 Entire Agreement; Amendments . This Agreement and the Collateral Documents constitute the entire understanding among the parties hereto with respect to the subject matter contained herein and supersede any prior understandings and agreements among them respecting such subject matter. This Agreement may be amended, supplemented, and terminated only by a written instrument duly executed by Seller and SARL. Each of SARL and Seller recognizes that the liability and remedy provisions of this Agreement are material to the Agreement and have been bargained for and are reflected in the mutual promises and agreements set forth in the Agreement.

1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers on the date first above written.

SELLER

EPICEPT CORPORATION

By:
Name:
Title:

MAXIM PHARMACEUTICALS, INC

By:
Name:
Title:

BUYER

MEDA PHARMA SARL

By:
Name:
Title:

2

SCHEDULE A

Territory

3

SCHEDULE 3

Seller Representations and Warranties

Seller represents and warrants to, and covenants with, SARL as of the date hereof:

a) Seller has not granted, and will not grant, to any Third Party or Affiliate any license or other right under the EpiCept Patents and the Ceplene Trademarks to use, sell, have sold, offer for sale, import, register, promote, market, and distribute Product in the Territory, and Seller has not granted, and will not grant, to any Third Party or Affiliate any license or other right under the EpiCept Patents inconsistent with the Transaction;

(b) Corp is the sole owner of all of the outstanding shares of Maxim, a Delaware corporation, that owns one or more of the EpiCept Patents and was previously known as Syntello, Inc.;

(c) the EpiCept Patents and Ceplene Trademarks are existing and have been properly registered or filed, and properly maintained, under all applicable laws and, to its knowledge, the issued EpiCept Patents are not invalid or unenforceable;

(d) Either Corp or Maxim are the sole and exclusive legal, beneficial and record owner of the existing EpiCept Patents and the Ceplene Trademarks, all of which are free and clear of any liens, charges, encumbrances and rights of any Third Party or Affiliate, contingent or otherwise;

(e) Corp and Maxim each has the full right, power and authority to transfer all of the right, title and interest in the Purchased Assets owned or Controlled by it under this Agreement;

(f) to Seller’s knowledge, the exploitation of the EpiCept Patents and the Ceplene Trademarks in the Territory does not infringe any patent owned by a Third Party or Affiliate;

(g) to Seller’s knowledge, there are no pending patent applications of any Third Party or Affiliate that, if issued, would be infringed by the practice of the EpiCept Patents or the Ceplene Trademarks or the development and commercialization of the Product in the Territory;

(h) there is no agreement between Seller and any Third Party or Affiliate that precludes SARL from exploiting the EpiCept Patents or the Ceplene Trademarks in the Territory or requires SARL to obtain a sublicense that is necessary to exploit the EpiCept Patents or the Ceplene Trademarks;

(i) there are no claims, judgments, orders or settlements against or owed by Seller or any Affiliates or, to its knowledge, pending or threatened claims, or litigation, in either case relating to the EpiCept Patents or the Ceplene Trademarks;

(j) Seller have not have any knowledge that any Third Party or Affiliate is infringing or misappropriating any of the EpiCept Patents or Ceplene Trademarks;

(k) no EpiCept Patents is subject to any funding agreement with any government or governmental agency that would conflict with or preclude the transfer to SARL of the Purchased Assets;

(l) except for existing royalty obligations to Dr. Hellstrand, previously disclosed to SARL, there are no royalty, commission or similar obligations on Seller applicable to the EpiCept Patents or the Ceplene Trademarks, or any licenses, sublicenses or agreements with Third Parties or Affiliates relating to or involving the EpiCept Patents or the Ceplene Trademarks.

4

TERMINATION AGREEMENT

This Termination Agreement, dated as of 18 June 2012 (the “Effective Date” ), is by and between

(1) EPICEPT CORPORATION, a corporation organized under the laws of the State of Delaware, USA and having its principal offices at 777 Old Saw Mill River Road, Tarrytown, New York 10591, USA (“ Corp ”);

(2) EPICEPT GMBH , a corporation organized under the laws of Germany and having its principal place of business at Gothestrasse 4, 80336 Munich Germany (“ GmbH ”); and

(3) MEDA AB , a company organized under the laws of Sweden and having its principal offices at Pipers Väg, Box 906, SE-170 09, Solna, Sweden (“ MEDA ”);

(4) MEDA PHARMA GMBH & CO. KG , a company organized under the laws of Germany and having its principal place of business at Benzstraße 1, 61352 Bad Homburg v.d.H., Germany (“ Meda GmbH ”),

(referred to herein each as a “ Party ” and, collectively, as the “ Parties ”).

Background

A. Whereas Corp, GmbH and MEDA are signatories to the License and Supply Agreement dated 8 January 2010 (the “ License Agreement ”);

B. Whereas Corp and MEDA are signatories to the Supply Agreement dated 29 March 2010 (the “ Supply Agreement ”);

C. Whereas Corp, MEDA and Meda GmbH are signatories to the Quality Assurance Agreement dated 29 March 2010 (the “ Quality Assurance Agreement ”);

D. Whereas MEDA and SARL (as defined below) are acquiring certain assets relating to Ceplene (as defined below) from Corp and GmbH, the Parties agree that the License Agreement, the Supply Agreement and the Quality Assurance Agreement shall be terminated on 18 June 2012;

E. Whereas as a result thereof the Parties have agreed to enter into this mutual release and termination of all of their respective past, future and outstanding obligations under the License Agreement, the Supply Agreement and the Quality Assurance Agreement, as applicable.

NOW THEREFORE, in consideration of the following mutual promises and obligations, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.

DEFINITIONS

“ Affiliate ” means in relation to a Party, a company or entity, which directly or indirectly controls, or is controlled by, or is under common control with, as the case may be, the relevant Party. For this purpose, “control” means the ownership directly or indirectly of more than fifty percent (50%) of the voting rights in a legal entity. “Controls”, “controlled by” and other derivatives shall be construed accordingly.

“ Agreement ” means this Agreement and any Schedules hereto.

“ Asset Purchase Agreement ” means the agreement between Corp, GmbH, MEDA and Meda Pharma Sarl (“ SARL ”) dated 18 June 2012 in relation to the purchase by MEDA and SARL of certain rights to Ceplene ^® in the Territory (as defined in the asset purchase agreement) from Corp and GmbH.

“ Ceplene ” means any chemical composition comprising or containing histamine dihydrochloride (2-(3H-imidazol-4-yl)ethylnamine dihydrochloride).

“ Cooperation Agreement ” means the agreement between Corp, GmbH and MEDA dated 18 June 2012 in relation to the cooperation of the parties to give effect to the provisions of the Asset Purchase Agreement, in particular through the provision by Corp and GmbH of the transitional services as set out in the agreement.

“ Information ” shall mean tangible and intangible techniques, technology, practices, trade secrets, inventions (whether patentable or not), methods, knowledge, know-how, skill, experience, test data and results (including pharmacological, toxicological and clinical test data and results), analytical and quality control data, results, descriptions and compositions of matter.

2.

INTERPRETATION

2.1

References in this Agreement to any gender shall include references to all genders.

2.2

Unless the context otherwise requires, references in the singular include references in the plural and vice versa.

2.3

References to a Party to this Agreement or to other agreements described herein means those persons executing such agreements.

2.4

The words “include”, “including”, “includes” or “in particular” shall be deemed to be followed by the phrase “without limitation” or the phrase “but not limited to” in all places where such words appear in this Agreement.

2.5

This Agreement is the joint drafting product of EpiCept and Meda and each provision has been subject to negotiation and agreement and shall not be construed for or against either party as drafter thereof.

3.

TERMINATION

3.1

With effect from the Effective Date, each of the parties to the Licence Agreement agrees that the Licence Agreement shall be unconditionally and irrevocably terminated without further act, in its entirety. The Licence Agreement shall be of no further force or effect whatsoever without any liability to any party thereto. Each of the parties to the Licence Agreement shall be released accordingly from any and all liabilities and obligations thereunder. This includes any and all claims which are not contemplated (whether on the facts or on the law) or known to the parties at the date of this Agreement and includes, but is not limited to, claims for interest and costs. The parties agree that any outstanding obligations under the License Agreement (whether accrued or of a future nature) shall be hereby terminated, released and waived.

3.2

With effect from the Effective Date, each of the parties to the Supply Agreement agrees that the Supply Agreement shall be unconditionally and irrevocably terminated without further act, in its entirety. The Supply Agreement shall be of no further force or effect whatsoever without any liability to any party thereto. Each of the parties to the Supply Agreement shall be released accordingly from any and all liabilities and obligations thereunder. This includes any and all claims which are not contemplated (whether on the facts or on the law) or known to the parties at the date of this Agreement and includes, but is not limited to, claims for interest and costs. The parties agree that any outstanding obligations under the Supply Agreement (whether accrued or of a future nature) shall be hereby terminated, released and waived.

3.3

With effect from the Effective Date, each of the parties to the Quality Assurance Agreement agrees that the Quality Assurance Agreement shall be unconditionally and irrevocably terminated without further act, in its entirety. The Quality Assurance Agreement shall be of no further force or effect whatsoever without any liability to any party thereto. Each of the parties to the Quality Assurance Agreement shall be released accordingly from any and all liabilities and obligations thereunder. This includes any and all claims which are not contemplated (whether on the facts or on the law) or known to the parties at the date of this Agreement and includes, but is not limited to, claims for interest and costs. The parties agree that any outstanding obligations under the Quality Assurance Agreement (whether accrued or of a future nature) shall be hereby terminated, released and waived.

3.4

Each of the Parties hereby agrees to do all such things and to enter into and execute all such additional deeds, documents, memoranda, agreements or instruments as may be reasonably necessary to give effect to the discharges and releases effected by this Agreement.

4.

RELEASE OF CLAIMS

4.1

The Parties agree that all outstanding claims, counterclaims and causes of action, rights, demands and set-offs, of whatsoever nature and kind, whether past, present or future (whether presently known or unknown), including interests and costs, arising in any manner whatsoever out of the License Agreement, the Supply Agreement and the Quality Assurance Agreement are, without any admissions, whether of liability, obligation, fact or of any nature or kind whatsoever, hereby fully and finally settled, irrevocably released, waived and abandoned, to be replaced by the rights arising under this Agreement and the terms of this Agreement shall be in full and final settlement of all such claims and causes of action.

4.2

The Parties themselves, their successors, assigns and Affiliates undertake that they:

4.2.1

will not, apart for the purposes of enforcing this Agreement, make, bring, pursue, voluntarily aid in any way, commence or prosecute or cause to be commenced or prosecuted, any claim, action, suits or any further proceedings in respect of claims against each other, their Affiliates, or the officers, directors, agents, contractors or employees thereof (whether direct or indirect) in respect of or relating to or arising from or in connection with the License Agreement and/or the Supply Agreement and/or the Quality Assurance Agreement and/or any other matters related to arising out of or in connection therewith, in any jurisdiction or forum; and

4.2.2

will ensure that none of their Affiliates or the officers, directors, agents, contractors or employees thereof (whether direct or indirect) will make claims against each other in respect of or relating to or arising from or in connection with the License Agreement and/or the Supply Agreement and/or the Quality Assurance Agreement.

5.

COSTS

5.1

Each Party shall bear its own legal and own other costs, charges and expenses in connection with the negotiation, preparation and implementation of this Agreement.

6.

REPRESENTATION AND WARRANTIES

6.1

Each Party warrants and represents that it has not sold, transferred, assigned or otherwise disposed of its interest in any of the claims being released pursuant to clause 4 of this Agreement.

6.2

Each Party warrants and represents to each other Party that it has the full right, power and authority to execute, deliver and perform this Agreement.

7.

NO ADMISSION

7.1

This Agreement is not, and shall not, be construed by the Parties as an admission of liability or wrongdoing on the part of any Party or any other person or entity.

8.

CONFIDENTIALITY

8.1

The terms and conditions of this Agreement and all Information of a confidential nature whether oral or written or in any form, obtained from any Party in relation to this Agreement, the License Agreement, the Supply Agreement or the Quality Assurance Agreement (whether before or after the date of this Agreement), shall be governed by the provisions of clause 7 ( Confidentiality ) of the Cooperation Agreement.

9.

PUBLICITY

9.1

No Party shall use the name of the other Parties (including each Party’s Affiliates) for promotional purposes without the prior written consent of the entity whose name is proposed to be used. No news release, publicity or other public announcement, except for publication otherwise in accordance with the terms of this Agreement, either written or oral, regarding this Agreement shall be made by any Party without the prior written consent of the entity whose name is proposed to be used.

9.2

The provisions in clauses 8 and 9 will not apply to that part of the Confidential Information, which the receiving party is able to demonstrate by documentary evidence:

9.2.1

was fully in possession of the receiving party prior to receipt from the disclosing party and was not acquired directly or indirectly from the disclosing party or any of its representatives;

9.2.2

was in the public domain at the time of receipt from the disclosing party; or becomes part of the public domain through no fault of the receiving party or any of its representatives;

9.2.3

is lawfully received by the receiving party on a non-confidential basis from a third party having a right of further disclosure;

9.2.4

is developed by the receiving party without reference to the disclosing party’s Confidential Information; or

9.2.5

is required by any applicable laws or regulatory body to be disclosed, provided that the party required to make the disclosure provides prior written notice of such disclosure to the other party, to the extent legally permissible, and limits disclosure to that portion of the Confidential Information which it is legally required to disclose.

10.

NOTICES

10.1

Any notice or other communication from one Party to each other Party which is required or permitted to be made by the provisions of this Agreement shall be conducted in accordance with clause 8.4 of the Cooperation Agreement.

11.

ASSIGNMENT

11.1

This Agreement shall not be assigned by any Party without the prior written consent of the other Parties, provided however, that:

11.1.1

MEDA may assign this Agreement to any Affiliate of MEDA; and

11.1.2

Any Party may assign the benefit and burden of this Agreement to any acquiror of all or substantially all of the business or assets to which this Agreement relates if such acquiror confirms and acknowledges the obligations of the assigning Party under this Agreement.

Any attempted assignment in contravention with the foregoing shall be void. This Agreement shall be binding on and inure to the benefit of the Parties hereto, their successors and any permitted assigns.

12.

SEVERABILITY

12.1

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefore in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability.

13.

NO WAIVER

13.1

The failure by any Party to exercise any right under, or to object to the breach by any other Party of any term, provision or condition of, this Agreement shall not constitute a waiver thereof and shall not preclude such Party from thereafter exercising that or any other right, or from thereafter objecting to that or any prior or subsequent breach of the same or any other term, provision or condition of the Agreement. Any consent granted pursuant to this Agreement shall be in writing, executed by the person authorized by the consenting Party to receive notices, and shall be a consent only to the transaction, act or agreement specifically referred to in the consent and not to other similar transactions, acts or agreements.

14.

ENTIRE AGREEMENT; AMENDMENTS

14.1

This Agreement constitutes the entire understanding among the Parties hereto with respect to the subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter. This Agreement may be amended, supplemented, and terminated only by a written instrument duly executed by the Parties. Each of the Parties recognizes that the liability and remedy provisions of this Agreement are material to the Agreement and have been bargained for and are reflected in the mutual promises and agreements set forth in the Agreement.

15.

GOVERNING LAW

15.1

This Agreement and any disputes, claims, or actions related thereto shall be governed by and construed in accordance with Clauses 8.7 through 8.11 of the Collaboration Agreement.

16.

CONTINUED PERFORMANCE

16.1

The Parties agree to continue performing under the Agreement in accordance with its provisions, pending the final resolution of any dispute.

17.

COUNTERPARTS

17.1

This Agreement may be executed in two or more counterparts, each of which shall be deemed original, but such counterparts shall together constitute one and the same Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly
authorized officers on the date first above written.

EPICEPT CORPORATION

By:
Name:
Title:

EPICEPT GMBH

By:
Name:
Title:

MEDA AB

By:
Name:
Title:

MEDA PHARMA GMBH & CO. KG

By:
Name:
Title:

CONSENT AGREEMENT

THIS CONSENT AGREEMENT (this “ Agreement ”) is dated as of June 18, 2012, by and among EPICEPT CORPORATION , a Delaware corporation (“ EpiCept ”), MAXIM PHARMACEUTICALS INC. , a Delaware corporation (“ Maxim ”), CYTOVIA, INC. , a Delaware corporation (“ Cytovia ”, and collectively with EpiCept and Maxim, the “ Borrowers ”), MIDCAP FUNDING III, LLC , a Delaware limited liability company in its capacity as agent (“ Agent ”) for the lenders under the Loan Agreement (as defined below) (“ Lenders ”), and the Lenders.

W I T N E S S E T H:

WHEREAS , Borrowers, Lenders and Agent are parties to that certain Loan and Security Agreement, dated as of May 27, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”; capitalized terms used herein have the meanings given to them in the Loan Agreement except as otherwise expressly defined herein), pursuant to which Lenders have agreed to provide to Borrowers certain loans and other extensions of credit in accordance with the terms and conditions thereof; and

WHEREAS , Borrowers have requested that Agent and Lenders consent to the sales of (i) the “Purchased Assets” (as defined in the Meda AB APA (defined below)) (the “Meda AB Purchased Assets”) to Meda AB and (ii) the “Purchased Assets” (as defined in the Meda Pharma SARL APA (as defined below)) (the “Meda Pharma SARL Purchased Assets”; and together with the Meda AB Purchased Assets, the “ Purchased Assets ”)) to Meda Pharma SARL (together with Meda AB, the “ Purchasers ”) (the sales of the Purchased Assets, the “ Meda Transaction ”), pursuant to the terms and conditions of (i) in the case of the Meda AB Purchased Assets, that certain Asset Purchase Agreement, dated as of June 18, 2012, by and among the Meda AB, EpiCept and EpiCept GmbH, in the form attached to the Release Letter (defined below) as Exhibit A (in such form, the “ Meda AB APA ”), (ii) in the case of the Meda SARL Purchased Assets, that certain Asset Purchase Agreement, dated as of June 18, 2012, by and among Meda Pharma SARL, EpiCept and Maxim, in the form attached to the Release Letter (defined below) as Exhibit B (in such form, the “ Meda Pharma SARL APA ”; and together with the Meda AB APA, collectively, the “ Meda APAs ”), (iii) that certain Cooperation Agreement, dated as of June 18, 2012, by and among EpiCept, EpiCept GmbH and Meda AB, in the form attached to the Release Letter (defined below) as Exhibit C (the “ Meda Cooperation Agreement ”), and (iv) each of the other agreements or documents entered into in connection with the Meda APAs (together with the Meda APAs and the Meda Cooperation Agreement, collectively, the “ Meda Transaction Documents ”), and Agent and Lenders are willing to grant such consent subject to, and in accordance with, the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises, the covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrowers, Lenders and Agent hereby agree as follows:

1.  Acknowledgment of Obligations . Borrowers hereby acknowledge, confirm and agree that all Term Loans made prior to the date hereof, together with interest accrued and accruing thereon, and fees, costs, expenses and other charges owing by Borrowers to Agent and Lenders under the Loan Agreement and the other Loan Documents, are unconditionally owing by Borrowers to Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditor’s rights generally.

2.  Consent to Meda Transaction . Notwithstanding anything to the contrary in the Loan Agreement and/or any of the other Loan Documents and subject to the terms and conditions of this Agreement, including, without limitation, Section 9 of this Agreement, Agent and Lenders hereby consent to the Meda Transaction and agree that the Meda Transaction shall be a Transfer permitted under the Loan Agreement only so long as: (a) the purchase price of the Meda Transaction is no less than $2,300,000.00; (b) $832,258.05 of the proceeds payable to Epicept and Maxim pursuant to the Meda Transaction (the “ Payoff Amount ”) shall be paid by or on behalf of Borrowers to Agent, as a partial prepayment to the Lenders of principal of the Term Loans (which partial prepayment shall not give rise to any Prepayment Fee); (c) the Meda Transaction is consummated on or prior to June 29, 2012 and pursuant to the Meda Transaction Documents (i) in the case of the Meda AB APA, the Meda Pharma SARL APA and the Meda Cooperation Agreement, in substantially the forms attached to the Release Letter as Exhibits A through C , respectively and (ii) in the case of the other Meda Transaction Documents, in substantially the forms provided to the Agent prior to the Amendment Effective Date and, with respect to all Meda Transaction Documents, without giving effect to any amendments, supplements or other modifications thereto that have been agreed or entered into prior to the consummation of the Meda Transaction; and (d) the only assets transferred or sold by the Borrower in connection with the Meda Transaction are the Purchased Assets (as defined in the Meda APAs, respectively, without giving effect to any amendments, supplements or other modifications thereto).

3.  Release of Security Interest in Purchased Assets . Upon the effectiveness of this Agreement in accordance with its terms, Agent agrees to deliver to the Borrower and Purchasers the release letter in substantially the form attached hereto as Exhibit A .

4.  Updated Schedule 5. 2(d) to Loan Agreement . Upon the consummation of the Meda Transaction upon the terms and conditions of this Agreement and the Meda APAs, Borrower shall be deemed to have delivered an updated Schedule 5.2(d) to the Loan in the form attached hereto as Exhibit B , which shall replace the existing Schedule 5.2(d).

5.  Updated Schedules to Intellectual Property Security Agreement . Upon the consummation of the Meda Transaction upon the terms and conditions of this Agreement and the Meda APAs, Borrower shall be deemed to have delivered updated Schedules B and C to the IP Agreement in the forms attached hereto as Exhibit C , which shall replace the existing Schedules B and C, respectively.

6.  No Other Amendments or Consents . Except for the consent and amendments set forth and referred to in Sections 2 , 3 , 4 , and 5 above, the Loan Agreement and the other Loan Documents shall remain unchanged and in full force and effect. Nothing in this Agreement is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of Borrowers’ Obligations or to modify, affect or impair the perfection or continuity of Agent’s security interests in, security titles to or other liens, for the benefit of itself and the Lenders, on any Collateral for the Obligations.

7.  Representations and Warranties . To induce Agent and Lenders to enter into this Agreement, each Borrower does hereby warrant, represent and covenant to Agent and Lenders that (i) each representation or warranty of Borrowers set forth in the Loan Agreement is hereby restated and reaffirmed as true and correct in all material respects on and as of the date hereof as if such representation or warranty were made on and as of the date hereof (except to the extent that any such representation or warranty expressly relates to a prior specific date or period), (ii) no Default or Event of Default has occurred and is continuing as of the date hereof, or, after giving effect to this Agreement, would result from the Meda Transaction, and (iii) each Borrower has the power and is duly authorized to enter into, deliver and perform this Agreement and this Agreement is the legal, valid and binding obligation of each Borrower enforceable against such Borrower in accordance with its terms.

8.  Borrower Covenant . Borrowers agree not to amend the Meda APA or any of the Meda Transaction Documents without the prior written consent of Agent.

9.  Condition Precedent to Effectiveness of this Agreement . This Agreement shall become effective as of the date (the “ Amendment Effective Date ”) upon which Agent shall have received one or more counterparts of this Agreement duly executed and delivered by Borrowers, Agent and Lenders, in form and substance satisfactory to Agent and Lenders.

10.  Release .

(a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “ Releasees ” and individually as a “ Releasee ”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “ Claim ” and collectively, “ Claims ”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the Amendment Effective Date, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Loan Agreement or any of the other Loan Documents or transactions thereunder or related thereto.

(b) Each Borrower understands, acknowledges and agrees that its release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c) Each Borrower agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

11.  Covenant Not To Sue . Each Borrower, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrowers pursuant to Section 10 above. If any Borrower or any of its successors, assigns or other legal representatives violates the foregoing covenant, Borrowers, for themselves and their successors, assigns and legal representatives, agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

12.  Advice of Counsel . Each of the parties represents to each other party hereto that it has discussed this Agreement with its counsel.

13.  Severability of Provisions . In case any provision of or obligation under this Agreement shall be invalid, illegal or unenforceable in any applicable jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

14.  Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

15.  GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF MARYLAND APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.

16.  Entire Agreement . The Loan Agreement and the other Loan Documents as and when modified through this Agreement embody the entire agreement between the parties hereto relating to the subject matter thereof and supersede all prior agreements, representations and understandings, if any, relating to the subject matter thereof.

17.  No Strict Construction, Etc. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Time is of the essence for this Agreement.

18.  Costs and Expenses . Each Borrower absolutely and unconditionally agrees to pay or reimburse upon demand for all reasonable fees, costs and expenses incurred by Agent and the Lenders that are Lenders on the Closing Date in connection with the preparation, negotiation, execution and delivery of this Agreement and any other Loan Documents or other agreements prepared, negotiated, executed or delivered in connection with this Agreement or transactions contemplated hereby.

[ Remainder of page intentionally blank; signature pages follow. ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year specified at the beginning hereof.

BORROWERS :

EPICEPT CORPORATION

By:       
Name:       
Title:       


MAXIM PHARMACEUTICALS INC.

By:       
Name:       
Title:       


CYTOVIA, INC .

By:       
Name:       
Title:       


AGENT AND LENDER :

MIDCAP FUNDING III, LLC

By:       
Name:       
Title: Authorized Signatory

COOPERATION AGREEMENT

This Cooperation Agreement, dated as of June 18, 2012 (the “Effective Date” ), is by and between

(1)

EPICEPT CORPORATION , a corporation organized under the laws of the State of Delaware, USA and having its principal offices at 777 Old Saw Mill Road, Tarrytown, New York 10591, USA (“ Corp ”),

(2)

EPICEPT GMBH , a corporation organized under the laws of Germany and having its principal place of business at Gothestrasse 4, 80336 Munich Germany (“ GmbH ” and together with Corp “ EpiCept ”);

(3)

MEDA AB, a company incorporated in Sweden, with a registered office at Pipers Väg 2A, Box 906 SE-170 09, Solna, Sweden “ Meda ”).

EpiCept and Meda are referred to in this Agreement, each as a “party” and, collectively, as the “parties”.

Background

A.

EpiCept and Meda entered into a Asset Purchase Agreement dated as of June 18 2012 (the “ Asset Purchase Agreement ”) pursuant to which Meda acquired the rights as, specified therein, to assets relating to Ceplene.

B.

In connection with the Asset Purchase Agreement, the parties will need to cooperate with each other to give effect to the provisions of the Asset Purchase Agreement, in particular through the provision by EpiCept of the transitional services as set out in this Agreement.

C.

EpiCept and Meda are willing to cooperate and provide each other with assistance, on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the following mutual promises and obligations, and for other good and valuable consideration the adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

1 DEFINITIONS

1.1

Definitions . As used in this Agreement, terms defined in the preamble of this Agreement shall have the meanings set forth therein and the following terms shall have the meanings set forth below:

“ Affiliate ” shall mean any company or entity controlled by, controlling, or under common control with a party hereto. For the purpose of this definition, a business entity shall be deemed to “control” another business entity, if it owns directly or indirectly, more than 50% of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity, or exercises equivalent influence over such entity.

“ Agreement ” means this Agreement and the Schedules hereto.

“ AML Remission Treatment ” shall mean the treatment of adult patients with acute myeloid leukaemia in first remission concomitantly treated with interleukin-2 (IL-2).

“ Ben Venue Agreement ” means the agreement with Ben Venue Laboratories Inc as at Appendix 1.

“ Ceplene ” means any chemical composition comprising or containing histamine dihydrochloride (2-(3H-imidazol-4-yl)ethylnamine dihydrochloride).

“ Ceplene Assets ” means all the assets transferred to Meda by EpiCept pursuant to the Asset Purchase Agreement.

“ Confidential Information ” means any confidential and proprietary information and materials, patentable or otherwise of a party (including, trade secrets, know-how, inventions or discoveries, formulae, methods, materials, processes, techniques and information relating to a party’s past, present and future marketing, financial, and research and development activities of any product or potential product or useful technology of the party and the pricing thereof in any form (written, oral, photographic, electronic, magnetic, or otherwise), which is disclosed or made available by that party to the other party or otherwise received or accessed by a party in the course of performing its obligations or exercising its rights under this Agreement.

“ Control ” shall mean, with respect to any Information, patents or other intellectual property rights, possession by a party of the right, power and authority (whether by ownership, license or otherwise) to grant access to, to grant use of or to grant a license or a sublicense to such Information, patents or intellectual property rights without violating the terms of any agreement or other arrangement with any third party.

“ Consultant ” shall mean those individuals provided by EpiCept pursuant to Clause 4.1 to perform the Transitional Services.

“ Derivative ” shall mean, with respect to Ceplene, any metabolite, prodrug, hydrate, solvate, conjugate, salt, crystal form, ester, enantiomer, isomer or polymorph of Ceplene.

“ EMA ” means the European Medicines Agency or any successor entity thereof performing similar functions.

“ EpiCept Improvements ” means Improvements developed, acquired or Controlled by or on behalf of EpiCept or its Affiliates or sublicensees through its participation (if any) in the Post Approval Commitments.

“ EpiCept Retained Rights ” means all Technology not otherwise sold to Buyer under the Asset Purchase Agreement, including all EpiCept Improvements to the extent specifically relating to the Product in the EpiCept Territory and EpiCept’s right in any Joint Improvements, under the Control of EpiCept at the Effective Date or arising through its participation (if any) in the Post Approval Commitments.

“ EpiCept Territory ” means all countries, excluding the Meda Territory.

“ GMP ” means current good manufacturing practice as promulgated under and in accordance with the EMEA regulations and Commission Directive 2003/94/EC and applicable ICH guidelines as each may be amended from time to time, or any successors thereto.

“ Governmental Entity ” means the United States or other country government, the government of any of the states constituting the United States or any provinces or regions of any other country, any municipality and any other national or provincial or regional government, and all of their respective branches, departments, agencies, instrumentalities, non-appropriated fund activities, subsidiary corporations or other subdivisions.

“ Improvements ” shall mean any and all developments, inventions or discoveries relating to the Technology developed or acquired by, or under the Control of, a party and shall include such developments intended to enhance the safety, efficacy or uses (including additional indications) of the Product.

“ Information ” shall mean tangible and intangible techniques, technology, practices, trade secrets, inventions (whether patentable or not), methods, knowledge, know-how, skill, experience, test data and results (including pharmacological, toxicological and clinical test data and results), analytical and quality control data, results, descriptions and compositions of matter.

“ Intellectual Property Rights ” means inventions, discoveries and/or improvements, patents, patent applications, trademarks, trade names, service marks, copyrights, creative works, derivative works, moral rights, trade secrets, proprietary information, rights to use, industrial designs and other types of equivalent protection anywhere in the world and proprietary materials (including chemical and biological materials).

“ Joint Improvements ” means Improvements developed, acquired or Controlled jointly by or on behalf of the parties or their respective Affiliates or permitted sublicensees at the Effective Date or arising through either party’s participation (if any) in the Post Approval Commitments.

“ Know-How ” shall mean all Information owned or Controlled by a party that is necessary or useful for the registration, development, promotion, marketing, sale or distribution of Product.

“ Marketing Authorisation ” means the marketing authorisation in exceptional circumstances in respect of Ceplene granted by the European Medicines Agency and the Orphan Drug Designation for Ceplene.

“ Meda Improvements ” means Improvements developed, acquired or Controlled by or on behalf of Meda, its Affiliates or sublicensees through its participation (if any) in the Post Approval Commitments.

“ Meda Pharma SARL ” shall mean Meda Pharma SARL, a company incorporated under the laws of Luxembourg (RC Luxembourg B157784) having its head office and registered address at 43 Avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg

“ Meda Territory ” means the countries listed in Schedule 2.

“ Meda Technology ” means all Technology assigned by EpiCept to Meda pursuant to the Asset Purchase Agreement together with all Meda Improvements to the extent specifically relating to the Product and Meda’s right in any Joint Improvements, under the Control of Meda, through its participation (if any) in the Post Approval Commitments, and the Trial Results.

“ Patents ” shall mean the patents set out in Schedule 3 and any patents owned or Controlled by EpiCept or any of its Affiliates at the Effective Date, immediately prior to the execution of the Asset Purchase Agreement, that, in the absence of a license thereunder, would be infringed by the development, use, sale, offer for sale or import of Product in the Meda Territory or EpiCept Territory or the manufacture of Ceplene or the Product anywhere in the world.

“ Person ” means and includes an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, a joint venture, a trust, an unincorporated association, a Governmental Entity or any other entity, wherever located or organized.

“ Pharmacovigilance Agreement ” means the Pharmacovigilance Agreement effective April 1, 2010 between GmbH and Meda.

“ Piramal Agreement ” means the agreement with Piramal Healthcare (Canada) Limited as at Appendix 2.

“ Post Approval Commitments ” means the post approval commitments regarding clinical studies EpiCept agreed to undertake, as set out in the grant of the Marketing Authorisation, dated 24 July 2008.

“ Product ” means a pharmaceutical product that is or contains (i) Ceplene and/or (ii) if relating to AML Remission Treatment only, Ceplene or a Derivative, and, in both cases, line and label extensions thereof, including all formulations, routes of administration and other Improvements made or acquired by EpiCept, in all cases, whether administered alone or in combination with other pharmaceutical products or active pharmaceutical ingredients.

“ Regulatory Authority ” shall mean any country, federal, supranational, state or local regulatory agency, department, bureau, court or other governmental or regulatory authority having the authority to regulate the development or marketing of pharmaceutical products in the Territory or any part thereof (e.g. the EMEA).

“ Technology ” shall mean the Patents and the Know How.

“ Transitional Period ” means the period commencing on the Effective Date and ending on the fifth (5th) year anniversary of the Effective Date.

“ Transitional Services ” means the transitional services set out in Schedule 1 to this Agreement.

“ Trial ” means the clinical trial “An open label, multicenter study of the effects of remission maintenance therapy with Ceplene (Histamine Dihydrochloride), given in conjunction with low-dose Interleukin-2 (IL2, Proleukin), on immune response and minimal residual disease (MRD) in adult patients with acute myeloid leukaemia (AML) in first complete remission (CR1)” (Protocol EPC2008-02).

“ Trial Results ” means the results of the Trial supplied by ICON Clinical Research Limited ( “ICON” ) to Meda pursuant to a services agreement dated 2 April 2009 between Corp and ICON, under which ICON conducts the Trial, such agreement being assigned to Meda pursuant to the Asset Purchase Agreement.

1.2

Rules of Construction.

References in this Agreement to any gender shall include references to all genders.

Unless the context otherwise requires, references in the singular include references in the plural and vice versa.

References to a party to this Agreement or to other agreements described herein means those Persons executing such agreements.

The words “include”, “including”, “includes” or “in particular” shall be deemed to be followed by the phrase “without limitation” or the phrase “but not limited to” in all places where such words appear in this Agreement.

This Agreement is the joint drafting product of EpiCept and Meda and each provision has been subject to negotiation and agreement and shall not be construed for or against either party as drafter thereof.

2 TECHNOLOGY COOPERATION

2.1

Licences. The parties hereby grant the following licences:

EpiCept hereby grants to Meda an exclusive, perpetual, royalty free, licence under the EpiCept Retained Rights to develop, use, sell, have sold, offer for sale, import, register, promote, market and distribute Products in the Meda Territory. This licence shall include the right to grant and authorize sublicences (the “EpiCept Licence” ); and

Meda hereby grants to EpiCept an exclusive, perpetual, royalty free, licence under the Meda Technology to develop, use, sell, have sold, offer for sale, import, register, promote, market and distribute Products in the EpiCept Territory. This licence shall include the right to grant and authorize sublicences (the “Meda Technology Licence” ).

EpiCept hereby grants to Meda a non-exclusive, perpetual, royalty free, licence under the EpiCept Retained Rights to make or have made Ceplene or Products anywhere in the world for the sale of such Ceplene or Products in the Meda Territory. This licence shall include the right to grant and authorize sublicences, without further reference to EpiCept (the “ EpiCept Manufacturing Licence ”); and

Meda hereby grants to EpiCept a non-exclusive, perpetual, royalty free, licence under the Meda Technology to make or have made Ceplene or Products anywhere in the world for the sale of such Ceplene or Products in the EpiCept Territory. This licence shall include the right to grant and authorize sublicences, without further reference to Meda (the “ Meda Manufacturing Licence ”).

2.2

Cooperation . On written request each party shall provide the other with all information, and copies of such documentation, as may reasonably be requested by the other party in relation to exercising its rights under respectively the EpiCept Licence, Meda Technology Licence, EpiCept Manufacturing Licence or the Meda Manufacturing Licence.

2.3

Exclusion . Save as expressly set out in this Clause 2 or Clause 3 neither party grants to the other party any right, interest or licence in respect of its Intellectual Property Rights, including, for the avoidance of doubt, any Improvements or Know How arising after the Effective Date.

2.4

Disclaimer . Except as expressly set forth in this Agreement, THE EPICEPT RETAINED RIGHTS AND MEDA TECHNOLOGY RIGHTS PROVIDED HEREUNDER ARE PROVIDED “AS IS,” AND EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN CONNECTION WITH CEPLENE OR THE PRODUCTS.

3 SUPPLY AND REGULATORY COOPERATION

3.1

Ceplene Supply Obligations . At EpiCept’s request Meda shall, during the Transitional Period only use its commercially reasonable efforts to supply to EpiCept, Ceplene or Product supplied to Meda by Ben Venue under the purchase order assigned to Meda pursuant to the Asset Purchase Agreement or from Meda’s qualified, EU-approved Ceplene or Product manufacturer subject to the following:

The supply shall be at Meda’s fully allocated cost of goods to Meda plus forty percent (40%), with payment to be made before any product is ordered from a Third Party by Meda (or shipped to EpiCept if already in stock with Meda). Meda shall be under no further obligation under this Section 3.1 until payment is received.

Subject to the other provisions of this Section 3.1:

3.1.1.1

Where supply is made from Ceplene or Product supplied to Meda by EpiCept under the Asset Purchase Agreement it shall be made on the same terms and subject to the same rights and obligations assigned to Meda under the relevant contracts assigned to Meda under the Asset Purchase Agreement; and

3.1.1.2

Where supply is from Ceplene or Product supplied to Meda under agreements with any other manufacturer, it shall be made on terms and conditions as if EpiCept were assigned Meda’s rights and obligations under the relevant supply agreement.

EpiCept shall not be entitled to acquire any of Meda’s EU QP released stocks of Ceplene or Product transferred to Meda under the Asset Purchase Agreement.

Meda’s obligation to use commercially reasonable efforts to supply Ceplene or Product that is manufactured after the Effective Date will be subject to the following:

3.1.1.3

EpiCept shall give Meda as much notice of its requirements as reasonably possible. Where, in Meda’s absolute discretion it considers that it has sufficient stock of Ceplene or Product on hand to meet EpiCept’s requirement without compromising its own requirements for Ceplene or Product (including the holding of a sufficient safety stock), Meda may supply Ceplene or Product from its inventory;

3.1.1.4

the cost of supply shall be Meda’s fully allocated cost of goods plus forty percent (40%), such payment to be made in advance of Meda placing an order with any supplier;

3.1.1.5

Meda shall use its commercially reasonable efforts (subject to any limitations on Meda and compliance with any forecasting provisions) to include EpiCept’s requirements in the next order Meda makes following the receipt of a contractually binding request and payment from EpiCept. It shall be in Meda’s absolute discretion whether it shall make a separate order on behalf of EpiCept; and

3.1.1.6

Whilst Meda shall make available a copy of any related manufacturing, testing and QP release records Meda has in it is possession, Meda shall have no responsibility whatsoever for the release of Ceplene or Product for the markets where the relevant product is to be used of the Ceplene or Licensed Products to be supplied to EpiCept hereunder.

All Ceplene and Products supplied under this Agreement are supplied on an “as is” basis and Meda shall have no liability whatsoever for delays or defects in any products supplied under this Agreement or for any acts or omissions of Piramal Healthcare (Canada) Limited’s, Ben Venue Laboratories, or any other manufacturer from which Meda orders Ceplene or Products on EpiCept’s behalf, including, in respect of any failure to supply or for defects in materials supplied. Meda’s entire liability for a particular shipment of Ceplene or Product supplied shall be limited to the payment received by Meda in respect of the amount supplied, or to be supplied, to EpiCept in that shipment.

Meda shall use its commercially reasonable efforts provide reasonable assistance, at EpiCept’s cost, to seek to enable an agreement to be entered into between EpiCept and any third party manufacturer of Ceplene engaged by Meda and holding a GMP licence approved by the European Medicines Agency.

In any case all supply of Ceplene and Product shall be deemed to have taken place outside the Meda Territory and is subject to the condition that any materials so provided to EpiCept may only be used, sold or delivered in the EpiCept Territory.

At EpiCept’s reasonable request within the last year of the Transitional Period, Meda shall meet with EpiCept to discuss the continued supply of Ceplene and/or Product to EpiCept provided always that any obligation to continue to supply shall be in Meda’s absolute discretion and subject to the signature of a written supply agreement between the Parties.

3.2

Supporting Information for Ceplene Supply Obligations . On reasonable request by EpiCept (such request stating what information is required in reasonable detail), Meda shall, at EpiCept’s reasonable cost, provide or seek to procure that EpiCept shall receive a copy of relevant related information in respect of any Ceplene or Product EpiCept acquires pursuant to Clause 3.1, including copies any applicable GMP supporting documents such as batch records, packaging records, QP release documents, certificates of analysis and stability data for purposes of facilitating compliance with applicable GMP regulations by EpiCept or its actual or potential licensees of Ceplene in the EpiCept Territory.

3.3

Regulatory Filing Cooperation . The parties shall provide each other with information relating to any filings by the relevant party, its Affiliates or licensees relating to Ceplene or Product with any Regulatory Authority inside or outside its exclusive territory, including, in connection with:

the Post-Approval Commitments;

any serious adverse events, periodic safety update reports or chemistry; manufacturing and control data;

all variations to any Regulatory Approvals for Ceplene; and

any other Information which may reasonably be required for submission to a Regulatory Authority.

3.4

Pharmacovigilance Cooperation . The parties shall collect and exchange pharmacovigilance data regarding the Product sufficient to permit each party to comply with its regulatory and other legal obligations in its respective exclusive territory pursuant to the Pharmacovigilance Agreement, which shall remain in full force and effect.

4 TRANSITIONAL SERVICES

4.1

Transitional Services . EpiCept shall provide to Meda such Transitional Services, as may be requested in writing by Meda from time to time during the Transitional Period. All Transitional Services shall be performed on a consultancy basis by Consultants provided by EpiCept.

4.2

Diligence . EpiCept shall procure that each Consultant shall:

possess sufficient, experience, knowledge and skills to perform the Transitional Services;

co-operate with Meda and comply with all reasonable requests and instructions provided by Meda from time to time;

5.1

Consideration for Transitional Services . In consideration of the supply by EpiCept of the Transitional Services, Meda shall pay EpiCept for the time spent by the Consultant(s) in providing the Transitional Services. The rate payable for the Consultant’s time shall be calculated at the rate of two hundred fifty US dollars (US$250) per hour per Consultant, up to an aggregate of two thousand US dollars (US$2,000) per day per Consultant (the “ Charges ”).

5.2

VAT . The Charges are exclusive of any value added tax or other applicable taxes or duties (except corporation tax or other taxes on profit), for which Meda shall be additionally liable.

5.3

Invoicing . EpiCept shall invoice the Charges to Meda on a monthly basis in arrears, each invoice itemising the Charges for each Transitional Service and the value added tax thereon (if applicable). Where third party costs in excess of one thousand US dollars (US$1,000) per service need to be incurred to complete the Transitional Services, EpiCept shall seek the prior written consent of Meda, only those third party costs consented to in advance by Meda in writing may be recharged, at cost price, to Meda. The invoice shall detail any such third party costs and the basis of apportionment (if any). Meda shall pay the Charges within forty five (45) days of the date of receipt of the relevant invoice.

5.4

Records . EpiCept shall:

keep, or procure that there are kept on its behalf, true and accurate records and accounts of all Transitional Services rendered, and third party costs incurred, in sufficient detail to enable the amount of the Charges to be verified by Meda; and

no later than five (5) days after any request made, from time to time, by Meda, provide to Meda or its agent copies of the records and accounts referred to in Clause 5.4.1.

6 GENERAL COOPERATION

6.1

Further Assurance . EpiCept and Meda will use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things, necessary, proper or advisable under applicable laws to consummate and make effective the transfer of the Trial and the Ceplene Assets. In particular, each party shall do, or procure the doing of, all acts and things, and execute, or procure the execution of, all documents, as may reasonably be required to give full effect to this the transfer of the Trial and the Ceplene Assets and the provisions of this Agreement.

7 CONFIDENTIALITY

7.1

Confidentiality Undertaking . Either party shall not, directly or indirectly, publish, disseminate or otherwise disclose, deliver or make available to any person outside its organisation any of the other party’s Confidential Information or use the other party’s Confidential Information for any purpose other to exercise its rights as set out in this Agreement without the prior written consent of the other party.

7.2

Permitted Disclosure . Either party may disclose the other party’s Confidential Information to its representatives who need to receive such Confidential Information pursuant to enable the disclosing party to exercise its rights pursuant to this Agreement provided such representatives are bound to protect such Confidential Information by obligations of confidentiality, non-disclosure and non-use at least as stringent as those contained in this Agreement.

7.3

Exclusions . The above provisions of confidentiality, non-disclosure and non-use will not apply to that part of the Confidential Information, which the receiving party is able to demonstrate by documentary evidence:

was fully in possession of the receiving party prior to receipt from the disclosing party and was not acquired directly or indirectly from the disclosing party or any of its representatives;

was in the public domain at the time of receipt from the disclosing party; or becomes part of the public domain through no fault of the receiving party or any of its representatives;

is lawfully received by the receiving party on a non-confidential basis from a third party having a right of further disclosure;

is developed by the receiving party without reference to the disclosing party’s Confidential Information; or

is required by any applicable laws or regulatory body to be disclosed, provided that the party required to make the disclosure provides prior written notice of such disclosure to the other party, to the extent legally permissible, and limits disclosure to that portion of the Confidential Information which it is legally required to disclose.

8 MISCELLANEOUS

8.1

Headings and References . The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. Any reference in this Agreement to a Clause, Schedule or Appendix, unless it clearly refers to another instrument, means the specified Clause, Schedule or Appendix of this Agreement.

8.2

Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons, entities or circumstances shall not be affected by such invalidity or unenforceability.

8.3

Expenses . Except as otherwise expressly provided herein, each of EpiCept and Meda shall be responsible for its own expenses whether or not the Transactions are consummated.

8.4

Notices . Any notice to be given under this Agreement must be in writing and delivered either in Person, by any method of mail (postage prepaid) requiring return receipt, or by overnight courier or facsimile confirmed thereafter by any of the foregoing, to the party to be notified at its address(es) given below, or at any address such party has previously designated by prior written notice to the other. Notice shall be deemed sufficiently given for all purposes upon the earliest of: (a) the date of actual receipt; (b) if mailed, five (5) days after the date of postmark; or (c) if delivered by express courier, the next business day the courier regularly makes deliveries in the country of the recipient.

If to Meda, to:

Meda AB
Pipers Väg 2A
Box 906 SE-170 09
Solna, Sweden
Facsimile: +46 8 630 1919
Attention: Anders Lönner

With a copy to:

Reed Smith LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2RS England
Attention: John Wilkinson, Esq.
Telephone: +44(0)2031163640
Facsimile: +44(0)2031163999

If to EpiCept to:

EpiCept Corporation
777 Old Saw Mill Road
Tarrytown, NY  10591 USA
Attention: Jack Talley
Telephone: +1-914-606-3500

Facsimile: +1-914-606-3501

With a copy to:

Eilenberg & Krause LLP
11 East 44 ^th Street, 19 ^th Floor
New York, New York 10017 USA
Attention: Adam Eilenberg, Esq.
Telephone: +1-212-986-9700
Facsimile: +1-212-986-2399

8.5

Waiver; Consents . The failure by any party to exercise any right under, or to object to the breach by any other party of any term, provision or condition of, this Agreement shall not constitute a waiver thereof and shall not preclude such party from thereafter exercising that or any other right, or from thereafter objecting to that or any prior or subsequent breach of the same or any other term, provision or condition of the Agreement. Any consent granted pursuant to this Agreement shall be in writing, executed by the Person authorized by the consenting party to receive notices, and shall be a consent only to the transaction, act or agreement specifically referred to in the consent and not to other similar transactions, acts or agreements.

8.6

Assignment . This Agreement shall not be assigned by any party without the prior written consent of the other party, provided however, that:

Meda Pharma SARL shall be entitled to the benefit of this Agreement equally with Meda;

Meda may assign this Agreement to any Affiliate of Meda; and

Either Party may assign the benefit and burden of this Agreement to any acquiror of all or substantially all of the business or assets to which this Agreement relates if such acquiror confirms and acknowledges the obligations of the assigning Party under this Agreement.

Any attempted assignment in contravention with the foregoing shall be void. This Agreement shall be binding on and inure to the benefit of the parties hereto, their successors and any permitted assigns.

8.7

Governing Law . This Agreement and any disputes, claims, or actions related thereto shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to the conflicts of laws provisions thereof with the exceptions of Sections 5-1401 and 5-1402 of the New York General Obligations Law.

8.8

Parties Interest . This Agreement is binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns. Nothing contained in this Agreement, express or implied, shall give any other Person any legal or equitable right, remedy or claim under or with respect to this Agreement except as expressly provided.

8.9

Dispute Resolution . Any dispute arising under or relating to the parties rights and obligations under this Agreement will be referred to the Chief Executive Officer of Corp and the Chief Executive Officer of Meda for resolution (the “ Authorized Officers ”). Each Authorized Officer shall appoint two additional authorized representatives of such party to serve as a member of a Dispute Resolution Committee (the “ DRC ”). In the event of a dispute, the DRC shall meet and attempt, in good faith, to resolve such dispute. If the DRC is unable to resolve such dispute within thirty (30) days of such dispute being referred to them, then, upon the written request of either party to the other party, the dispute shall be subject to arbitration, as provided in Section 8.10.

8.10

Arbitration.

Claims . Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement that is not resolved pursuant to Section 8.9 within the required thirty (30) day period, including without limitation, any action or claim based on tort, contract, or statute, or concerning the interpretation, effect, termination, validity, performance and/or breach of this Agreement (“ Claim ”), shall be resolved by final and binding arbitration before a panel of three neutral experts with relevant industry experience. The arbitration proceeding shall be administered by the American Arbitration Association (the “ AAA ”) in accordance with its then existing International Arbitration Rules, and the panel of arbitrators shall be selected in accordance with such rules. The arbitration shall be conducted in English, and shall be held in New York, New York, USA.

Arbitrators’ Award . The arbitrators shall, within fifteen (15) days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The decision or award rendered by the arbitrators shall be final and non-appealable, and judgment may be entered upon it in any court of competent jurisdiction. The arbitrators shall be authorized to award compensatory damages, but shall NOT be authorized (i) to award non-economic damages, (ii) to award punitive damages, or (iii) to reform, modify or materially change this Agreement or any other agreements contemplated hereunder; provided, however, that the damage limitations described in parts (i) and (ii) of this sentence will not apply if such damages are statutorily imposed.

Costs . Each party shall bear its own attorneys’ fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrators; provided, however, the arbitrators shall be authorized to determine whether a party is the prevailing party, and at their discretion, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges and travel expenses), and/or the reasonable fees and costs of the AAA and the arbitrators.

8.11

Court Actions . Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, including without limitation relating to the violation of the confidentiality provisions of Section 7.1 hereof, and such an action may be filed and maintained notwithstanding any ongoing arbitration proceeding. In addition, either party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of Patents or other intellectual property rights, and no such matter shall be subject to arbitration pursuant to Section 8.10.

8.12

Continued Performance . The parties agree to continue performing under the Agreement in accordance with its provisions, pending the final resolution of any dispute.

8.13

Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but such counterparts shall together constitute one and the same Agreement.

8.14

Entire Agreement; Amendments . This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter contained herein and supersedes any prior understandings and agreements among them respecting such subject matter. This Agreement may be amended, supplemented, and terminated only by a written instrument duly executed by EpiCept and Meda. Each of Meda and EpiCept recognizes that the liability and remedy provisions of this Agreement are material to the Agreement and have been bargained for and are reflected in the mutual promises and agreements set forth in the Agreement.

1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers on the date first above written.

2

SCHEDULE 1

TRANSITIONAL SERVICES

Transitional Service / Description

Manufacturing Support

Supporting the transition of manufacturing from third party suppliers to Meda or other third party suppliers of Meda’s choosing.

Transfer of the Trial and Post Approval Commitments

Supporting the transfer of the Trial to Meda. In particular:

(i) assisting with all regulatory filings to enable Meda to take on the role of sponsor of the Trial; and

(ii) assisting with the transfer of site agreements, in respect of the Trial, to Meda.

Transfer of Marketing Authorisation

Supporting the transfer to Meda of the Marketing Authorisation. In particular, assisting with all regulatory filings in respect of such transfer provided always that this shall not reduce or remove EpiCept’s obligations under any further assurance clauses in the Asset Purchase Agreement (including Sections 5.9 and 8.7 of the Asset Purchase Agreement) or this Agreement (including Clause 6.1 of this Agreement).

Transfer of Ceplene Assets

Supporting the transfer of the Ceplene Assets to Meda, to ensure that Meda obtains and can exercise all rights in respect of the Ceplene Assets. In particular, transferring such technical know-how as is required to enable Meda to exploit the Ceplene Assets provided always that this shall not reduce or remove EpiCept’s obligations under any further assurance clauses in the Asset Purchase Agreement (including Sections 5.9 and 8.7 of the Asset Purchase Agreement) this Agreement (including Clause 6.1 of this Agreement) or any of the agreements assigning any patents, trademarks or other intellectual property to Meda or any of its Affiliates.

3

SCHEDULE 2

MEDA TERRITORY

4