Purpose

The purpose of this policy and procedure is to outline Apricus Biosciences, Inc. and its subsidiaries (the “Company”) relating to ethics and compliance which generally covers:

• Accounting/Financial control and reporting
• Confidentiality, privacy, and security
• EEO/discrimination/harassment
• Ethics or code of conduct violation
• Legal or regulatory violation
• Unfair or illegal trade practices
• Theft or fraud

Scope/applicability

This policy applies to all employees of the Company.

The procedure is to be implemented by the Chairman of the Audit Committee (“Chairman”) and the Executive Vice President and General Counsel (“Compliance Officer”)

Responsibilities

Apricus’s management will train and make all employees aware of the anti-fraud and whistleblower policy:

1. for new employees as part of their orientation,
2. for existing employees, within 2 weeks of approval of this document.

Management established a toll number of 1-858-793-1654 (“HOTLINE”) which will be available 24 hours 7 days a week to all employees.

The Compliance Officer is responsible for informing the Chairman of all reports made to the hotline. The Chairman respond to any concerns where the caller’s identity is made known, and will investigate all complaints received (including anonymous complaints) as appropriate which includes opening, tracking, and closing the report; Employee’s confidentiality must be maintained on every report whether anonymous or the identity is known.

General/Definitions

The anti-fraud and whistleblower telephone line of 1-858-793-1654 is the Company’s dedicated confidential 1-800 voice mailbox for employees to report information to the Company’s Audit Committee regarding questionable accounting or auditing matters as well as to violations of SEC or Nasdaq regulations, violations of company’s policies, improper contact with government officials, insider trading, conflict of interest, harassment or discrimination, threats or violence, theft or fraud, on-the-job alcohol or drug abuse.

Procedure

The Compliance Officer must monitor the HOTLINE by accessing the voice mailbox at lease a weekly basis by using a unique pass code. A log is kept of each date and time that the hotline mailbox is checked. Further, the Compliance Officer should alert the Chairman if a report was received. Knowledge of this activity will be communicated only between the Compliance Officer and the Chairman. Availability of this information will be restricted to the Compliance Officer and Chairman and will be held confidential.

If a message is left on the HOTLINE, the details, including the employee’s description of the activity, names, place, date, time and any other information to support an investigation of the matter, these will be recorded in a message log.

The Chairman will investigate all reports directly and takes appropriate action which may include termination and prosecution.