Amendment No. 3 to Asset Purchase Agreement, dated October 15, 2019, by and between Seelos Therapeutics, Inc. and Phoenixus AG

This Amendment No. 3 (this "Amendment") to the Asset Purchase Agreement, dated as of March 6, 2018, by and between Phoenixus AG f/k/a Vyera Pharmaceuticals AG and Turing Pharmaceuticals AG, a stock corporation organized under the laws of Switzerland ("Seller"), and Seelos Corporation f/k/a Seelos Therapeutics, Inc., a Delaware corporation ("Buyer"), as amended by that certain Amendment to Asset Purchase Agreement, dated as of May 18, 2018, by and between Buyer and Seller and that certain Amendment No. 2 to Asset Purchase Agreement, dated as of December 31, 2018, by and between Buyer and Seller (as amended, the "Purchase Agreement"), is made as of October 15, 2019, by and between Buyer and Seller. Capitalized terms used but not otherwise defined herein shall have the meanings attributed to such terms in the Purchase Agreement.

WHEREAS, Section 10.10 of the Purchase Agreement provides that any amendment, modification or waiver of the Purchase Agreement shall only be valid if made in writing and signed by each of the Parties; and

WHEREAS, the Parties desire to enter into this Amendment and amend the Purchase Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and with reference to the above recitals, the parties hereby agree as follows:

ARTICLE 1
AMENDMENTS

1.1    AMENDMENT TO SECTION 1.1. Section 1.1 of the Purchase Agreement shall be amended by adding the following definitions:

""30-Day VWAP" means the volume weighted average price per share of the Parent Stock on the Principal Trading Market (as reported by Bloomberg L.P. (or its successor) or, if not available, by another authoritative source mutually agreed by Seller and Buyer) from 9:30 a.m. (New York City time) on November 19, 2019 to 4:00 p.m. (New York City time) on January 2, 2020."

""Issuance Date" means the earliest date following January 2, 2020 on which the Parent Stock can be issued by Buyer to Seller pursuant to Section 3.2(a)(i) taking into account any actions that are required to be taken by Buyer's transfer agent, American Stock Transfer & Trust Company, LLC, in connection with such issuance (it being acknowledged and agreed by the Parties that the Issuance Date shall occur on or before January 7, 2020)."

""Parent" means Seelos Therapeutics, Inc., a Nevada corporation."

""Parent Stock" means the common stock, par value $0.001, of Parent."

""Principal Trading Market" means the trading market on which the Parent Stock is primarily listed on and quoted for trading, which is currently The NASDAQ Capital Market."

""Trading Day" means a day on which the Principal Trading Market is open for trading."

1.2    AMENDMENT TO SECTION 3.2(a)(i). Section 3.2(a)(i) of the Purchase Agreement shall be deleted and replaced to read in its entirety as follows:

1.3    AMENDMENT TO SECTION 8.2. Section 8.2 of the Purchase Agreement shall be deleted and replaced to read in its entirety as follows:

1.4    AMENDMENT TO EXHIBITS. The Purchase Agreement shall be amended to add Exhibit A attached hereto as Exhibit I to the Purchase Agreement.

ARTICLE 2
GENERAL PROVISIONS

2.1    REPRESENTATIONS, WARRANTIES AND COVENANTS. In connection with the amendments contemplated herein, Buyer: (a) represents and warrants to Seller that the difference between (i) the aggregate market value of Parent Stock that may be sold by Buyer on Form S-3 pursuant to General Instruction I.B.6 thereof and (ii) the aggregate market value of Parent Stock sold by Buyer pursuant thereto during the twelve (12) calendar months immediately prior to the date of this Amendment is at least $2,250,000; and (b) agrees that, until the Parent Stock (as defined in the Purchase Agreement) is issued to Seller in accordance with Section 3.2(a)(i) of the Purchase Agreement, it will not issue any Parent Stock registered under its registration statement on Form S-3 (File No. 333-221285) if such issuance would result in the difference between (i) the aggregate market value of Parent Stock that may be sold by Buyer on Form S-3 pursuant to General Instruction I.B.6 thereof and (ii) the aggregate market value of Parent Stock sold by Buyer pursuant thereto during the twelve (12) calendar months immediately prior to such issuance to be less than $2,250,000; provided, however, that the restriction set forth in the immediately preceding clause (b) shall not apply (I) in the event Buyer irrevocably elects (by prior written notice to Seller) to pay Seller cash in lieu of issuing Parent Stock in accordance with Section 3.2(a)(i) of the Purchase Agreement, or (II) in the event the aggregate market value of Parent Stock that may be sold by Buyer on Form S-3 is not limited pursuant to General Instruction I.B.6 thereof.

2.2    FULL FORCE AND EFFECT. Except as expressly set forth herein, the Purchase Agreement remains unchanged and in full force and effect. This Amendment shall be deemed an amendment to the Purchase Agreement and shall become effective when executed and delivered by the parties hereto. Upon the effectiveness of this Amendment, all references in the Purchase Agreement to "the Agreement" or "this Agreement," as applicable, shall refer to the Purchase Agreement, as modified by this Amendment.

2.3    COUNTERPARTS. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single document. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

2.4    GOVERNING LAW; FORUM. This Amendment and the relationship of the Parties shall be governed by and construed and interpreted in accordance with the laws of the State of New York irrespective of the choice of laws principles of the State of New York. Any disputes relating to the transactions contemplated by this Amendment shall be heard in the State and Federal courts located in the County of New York in the State of New York.

2.5    AMENDMENT. Any amendment, modification or waiver of this Amendment shall only be valid if made in writing and signed by each of the Parties.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties, intending to be bound hereby, have executed this Amendment as of the date first written above.

EXHIBIT A

SEELOS THERAPEUTICS, INC.

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of January 2, 2020, by and between SEELOS THERAPEUTICS, INC., a Nevada corporation (the "Company"), and Phoenixus AG, a stock corporation organized under the laws of Switzerland (the "Purchaser").

WHEREAS, Seelos Corporation, a wholly-owned subsidiary of the Company, and the Purchaser are parties to that certain Asset Purchase Agreement, dated March 6, 2018, as amended by that certain Amendment to Asset Purchase Agreement, dated as of May 18, 2018, that certain Amendment No. 2 to Asset Purchase Agreement, dated as of December 31, 2018 and that certain Amendment No. 3 to Asset Purchase Agreement, dated as of October 15, 2019 (as amended, the "Asset Purchase Agreement"); and

WHEREAS, in accordance with Section 3.2(a)(i)(E) of the Asset Purchase Agreement, the Purchaser desires to purchase from the Company, and the Company desires to sell to the Purchaser, an aggregate of [●] shares (the "Shares") of Common Stock of the Company ("Common Stock"), which number of shares is equal to $2,250,000 divided by the 30-Day VWAP (as defined in the Asset Purchase Agreement) as of January 2, 2020, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Subject to the terms and conditions hereof, the Company hereby issues and sells to the Purchaser, and the Purchaser hereby purchases from the Company, the Shares, in full satisfaction of the Company's obligation to issue any shares of Common Stock to the Purchaser as provided under Section 3.2(a)(i)(E) of the Asset Purchase Agreement.

The Company hereby represents and warrants to the Purchaser that:

2.1   Organization. The Company is a business entity duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company has the requisite corporate power and authority to own, lease and operate the properties now owned, leased and operated by it and to carry on its business as currently conducted. The Company is duly qualified

to do business as a foreign entity in each jurisdiction in which the nature of its business or the character of its properties makes such qualification necessary, except where the failure to do so would not have a material adverse effect on the Company.

2.2   Authorization. The Company has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The Company has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Company and is the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms. The Shares are validly issued, fully paid and nonassessable, free of any liens or encumbrances and issued in compliance with all applicable federal and state securities laws.

2.3   Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the "SEC") in accordance with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), a registration statement on Form S-3 (File No. 333-221285) (the "Registration Statement"). The Registration Statement was declared effective by order of the SEC on December 7, 2017. The Registration Statement is effective pursuant to the Securities Act and available for the issuance of the Shares thereunder, and the Company has not received any written notice that the SEC has issued or intends to issue a stop order or other similar order with respect to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement. The "Plan of Distribution" section of the Registration Statement permits the issuance of the Shares under the terms of this Agreement.

The Purchaser hereby represents and warrants to the Company that:

3.1   Organization. The Purchaser is a business entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed or incorporated. The Purchaser has the requisite power and authority to own, lease and operate the properties now owned, leased and operated by it and to carry on its business as currently conducted. The Purchaser is duly qualified to do business as a foreign entity in each jurisdiction in which the nature of its business or the character of its properties makes such qualification necessary, except where the failure to do so would not have a material adverse effect on the Purchaser.

3.2   Authorization. The Purchaser has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. The Purchaser has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly and validly executed and delivered by the Purchaser and is the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms.

3.3   Investment Representations.

4.       COVENANTS

4.1   Prospectus Supplement. The Company agrees that it shall, within the time required under Rule 424(b) under the Securities Act, file with the SEC a prospectus supplement of the Company relating to the Shares (the "Prospectus Supplement") pursuant to Rule 424(b)(5) under the Securities Act. The Purchaser shall furnish to the Company such information regarding itself, the shares of Common Stock beneficially owned by it and the intended method of distribution thereof, including any arrangement between the Purchaser and any other person relating to the sale or distribution of the Shares, as shall be reasonably requested by the Company in connection with the preparation and filing of the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Prospectus Supplement with the SEC.

5.1   Survival. The representations, warranties and covenants of the Company and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby, and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Purchaser or the Company, as the case may be.

5.2   Notices. All notices required or permitted hereunder shall be in writing and be given by personal delivery, by an internationally recognized overnight carrier, by registered or certified mail, postage prepaid with return receipt requested or by electronic mail at the respective addresses set forth on the signature pages to this Agreement or at such other addresses as the Company or the Purchaser, as applicable, may designate by ten days' advance written notice to the other party hereto. Notices delivered personally shall be deemed communicated as of actual receipt; notices sent via overnight courier shall be deemed received three (3) Business Days following sending; and notices mailed shall be deemed communicated as of seven (7) Business Days after mailing. For purposes of this Agreement, "Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

5.3   Assignability; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party hereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other party hereto. Nothing in this Agreement shall be deemed to create any third party beneficiary rights in or on behalf of any other person.

5.4   Governing Law; Forum. This Agreement and the relationship of the parties hereto shall be governed by and construed and interpreted in accordance with the laws of the State of New York irrespective of the choice of laws principles of the State of New York. Any disputes relating to the transactions contemplated by this Agreement shall be heard in the State and Federal courts located in the County of New York in the State of New York.

5.5   Expenses. Each party hereto shall pay all of its own fees and expenses (including all legal, accounting and other advisory fees) incurred in connection with the negotiation and execution of this Agreement and the arrangements contemplated hereby.

5.6   Amendments. Any amendment, modification or waiver of this Agreement shall only be valid if made in writing and signed by each of the parties hereto.

5.7   Severability. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue.

5.8   Entire Agreement. This Agreement and the Asset Purchase Agreement contain the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter.

5.9   Headings. The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

5.10   Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute a single document. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5.11   Representation by Counsel; Interpretation. The Purchaser and the Company each acknowledge that it has been represented by its own legal counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it, has no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Purchaser and the Company.

IN WITNESS WHEREOF, the parties have executed this STOCK PURCHASE AGREEMENT as of the date first set forth above.