Additional Proxy Soliciting Materials (Form DEFA14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2026

Heron Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code (858) 251-4400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On November 8, 2026, Heron Therapeutics, Inc., a Delaware corporation (the "Company"), and CorMedix Inc., a Delaware corporation (the "Buyer"), entered into an Asset Purchase Agreement (the "Purchase Agreement"), pursuant to which the Company has agreed to sell substantially all of its assets to the Buyer, other than certain excluded assets, including the Company's federal income tax net operating loss carryforwards (the "NOLs") and certain other tax attributes, and the Buyer has agreed to acquire those assets and assume certain liabilities of the Company as set forth in the Purchase Agreement (the "Asset Sale" or the "Proposed Transaction").

As consideration for the Asset Sale, the Buyer has agreed to (i) issue 14,583,333 shares of common stock, par value $0.001 per share, of the Buyer ("Buyer common stock") (the "Stock Consideration"), (ii) pay to the Company a purchase price equal to $145.0 million in cash, subject to certain adjustments for the Company's closing cash and net working capital as set forth in the Purchase Agreement (the "Cash Consideration"), of which $2.0 million will be deposited into escrow with Citibank, N.A., as escrow agent, at the Closing (as defined below) to secure post-Closing adjustments to the Cash Consideration, which post-Closing adjustments may not exceed $10.0 million in either direction, (iii) pay to the Company royalties equal to 5.0% of the amount, if any, by which aggregate annual net sales of CINVANTI®, SUSTOL® and the products covered by the Company's multi-product Development and License Agreement exceed $25.0 million in each of calendar years 2027, 2028 and 2029, if and when payable, on the terms set forth in the Purchase Agreement, (iv) pay to the Company earn-out payments of $25.0 million if net sales of ZYNRELEF® for calendar year 2028 equal or exceed $65.0 million and an additional $30.0 million if such net sales equal or exceed $95.0 million, payable at the Buyer's election in cash, shares of Buyer common stock or a combination thereof (provided that any portion that would cause the aggregate shares of Buyer common stock issued under the Purchase Agreement to exceed 19.9% of the Buyer common stock outstanding as of the closing of the Asset Sale (the "Closing") will be paid in cash), if and when payable, on the terms set forth in the Purchase Agreement and (v) assume certain liabilities of the Company as specified in the Purchase Agreement.

The Company does not intend to liquidate following the Closing. The Company intends to use a portion of the net proceeds from the Asset Sale to repay all amounts outstanding under its Working Capital Facility Agreement, dated as of August 9, 2023, by and among the Company, Hercules Capital, Inc., as administrative agent and collateral agent, and the lenders party thereto, as amended. The Company's board of directors (the "Board") intends to actively evaluate various strategic transactions and opportunities for the use of the proceeds of the Asset Sale, including acquiring or investing in additional businesses or assets, which may or may not be pharmaceutical or biotechnology businesses or assets. Such opportunities may include, but are not limited to, the acquisition of products, product candidates, milestone payments and royalty streams, programs or technologies as well as pursuing strategic alliances, joint ventures, investments in complementary businesses, out-licensing and in-licensing agreements, divestitures or other transactions. It is currently uncertain what businesses or assets the Company may acquire or invest in following the Closing, and the Board intends to evaluate opportunities to create value for the benefit of stockholders.

Under the terms of the Purchase Agreement, the Company will retain other material assets following the Closing, including the shares of Buyer common stock issued to the Company in the Asset Sale, the right to receive future royalties, earn-out payments, significant NOLs and cash on hand, and certain specified liabilities. All other assets and liabilities will be transferred to the Buyer pursuant to the terms and subject to the conditions of the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties and covenants of the parties, including covenants concerning the conduct of business by the Company prior to the Closing, certain restrictions on the Buyer prior to the Closing, including with respect to amendments to its organizational documents, recapitalizations, stock splits and share repurchases, and customary provisions regarding indemnification obligations of (i) the Company with respect to liabilities retained by the Company and the Company's post-Closing covenants and agreements in the Purchase Agreement and (ii) the Buyer with respect to liabilities assumed by the Buyer and the Buyer's post-Closing covenants and agreements. Following the Closing, the Company will also be subject to certain restrictive covenants, including a five-year covenant not to engage in any business worldwide involving the treatment

of chemotherapy-induced or post-operative nausea and vomiting with injectable products containing aprepitant or granisetron or the treatment of post-operative pain with non-opioid anesthetics containing bupivacaine or low-dose meloxicam, subject to certain exceptions, and a three-year covenant not to solicit employees who transfer to the Buyer, subject to certain exceptions. The Buyer has also agreed to a reciprocal three-year covenant not to solicit certain employees of the Company, subject to certain exceptions. The representations and warranties of the parties do not survive the Closing, and the Company will have no liability following the Closing for any breach of its representations and warranties, other than in the case of fraud. The Company and the Buyer have agreed to use their reasonable best efforts to consummate the Asset Sale and the other transactions contemplated by the Purchase Agreement. The Buyer's obligation to consummate the Asset Sale is not subject to any financing conditions.

Additionally, pursuant to the Purchase Agreement, the Company has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing proposals or to enter into discussions concerning, or provide confidential information in connection with, any competing proposals. The Company has also agreed to cease all existing discussions with third parties regarding any competing proposals.

However, at any time prior to obtaining the approval of the Company's stockholders, the Board may, subject to certain conditions, change its recommendation in favor of approving the Purchase Agreement in response to a bona fide competing proposal that was not solicited in material breach of the non-solicit provisions set forth in the Purchase Agreement, if the Board determines in good faith, after consulting with the Company's financial advisor and outside legal counsel, that the competing proposal is a superior proposal and determines in good faith that the failure to effect such a change in recommendation in response to such superior proposal would be reasonably likely to be inconsistent with the directors' fiduciary duties under applicable law. The Company may also terminate the Purchase Agreement in order to enter into a definitive agreement providing for a superior proposal, but only if (i) the Company complied in all material respects with its obligations, including the non-solicit provisions, set forth in the Purchase Agreement with respect to the superior proposal, (ii) the Company pays the $4.0 million termination fee described below and (iii) the Board has authorized the Company to enter into a definitive agreement providing for the superior proposal.

The Board also may, subject to certain conditions, change its recommendation in favor of approving the Purchase Agreement (but may not terminate the Purchase Agreement) in response to certain "intervening events" if it determines in good faith that the failure to effect such change in recommendation would be reasonably likely to be inconsistent with the directors' fiduciary duties under applicable law.

The Board has unanimously approved the Purchase Agreement, the Asset Sale and the other transactions contemplated by the Purchase Agreement and has agreed to recommend that the Company's stockholders approve the Purchase Agreement, the Asset Sale and the other transactions contemplated by the Purchase Agreement. The Purchase Agreement, the Asset Sale and other transactions contemplated by the Purchase Agreement must also be approved by the holders of a majority of the issued and outstanding shares of the Company's common stock ("Common Stock") entitled to vote thereon (the "Company Stockholder Approval"). No vote of the Buyer's stockholders is required in connection with the Asset Sale or the issuance of the Stock Consideration. In addition to the receipt of the Company Stockholder Approval, each party's obligation to consummate the Asset Sale is conditioned upon certain other customary closing conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any other required antitrust filings, the approval for listing on the Nasdaq Global Market of the shares of Buyer common stock issuable as Stock Consideration, the accuracy of the other party's representations and warranties as of the Closing, subject, in certain instances, to certain materiality and other thresholds, the performance by the other party of its obligations and covenants under the Purchase Agreement in all material respects, the absence of a material adverse effect with respect to the other party, the delivery of certain documentation by the other party, and the absence of any injunction or other legal prohibitions preventing consummation of the Asset Sale.

If the Closing has not occurred by the date that is six months after the date of the Purchase Agreement (the "Outside Date"), the Company Stockholder Approval is not obtained at a duly convened meeting of the Company's stockholders as discussed above or there shall be in place any final and non-appealable injunction or other legal prohibition permanently preventing consummation of the Asset Sale, either the Company or the Buyer may terminate the Purchase Agreement. The Purchase Agreement contains certain additional termination rights for both the Buyer and the Company, and further provides that, upon termination of the Purchase Agreement under specified

circumstances, the Company will be required to pay the Buyer a termination fee of $4.0 million. Those circumstances include, among others, (i) the termination of the Purchase Agreement by the Buyer following the Board changing its recommendation in favor of the Asset Sale or approving or recommending a competing proposal, (ii) the termination of the Purchase Agreement by the Company to enter into a definitive agreement with respect to a superior proposal, or (iii) the termination of the Purchase Agreement (a) by either party due to the failure of the Closing to occur by the Outside Date, if a competing proposal was publicly announced after the date of the Purchase Agreement and prior to such termination and was not publicly withdrawn prior to such termination, (b) by either party due to the failure to obtain Company Stockholder Approval, if a competing proposal was publicly announced after the date of the Purchase Agreement and prior to the stockholder vote and was not publicly withdrawn prior to the stockholder meeting, or (c) by the Buyer due to a breach by the Company of any of its representations, warranties, covenants or agreements under the Purchase Agreement that would result in the failure of a closing condition and that is not cured within a specified period, in each case if a competing proposal was publicly announced after the date of the Purchase Agreement and prior to such breach and was not publicly withdrawn prior to such termination (or, in the case of the failure to obtain Company Stockholder Approval, prior to the stockholder meeting), and, in each case, within 12 months following such termination, the Company enters into a definitive agreement with respect to, or consummates, a competing transaction with respect to such competing proposal. In addition, if the Purchase Agreement is terminated due to the failure of the Company to obtain stockholder approval of the Asset Sale, or is otherwise terminated at a time when the Buyer could have terminated it on that basis, the Company will be required to reimburse the Buyer for its documented and reasonable out-of-pocket expenses, up to $2.5 million, which amount will be credited against any termination fee subsequently payable (and no such reimbursement will be payable if the termination fee has previously been paid). Notwithstanding any termination of the Purchase Agreement, each party remains liable to the other party for any willful breach of the Purchase Agreement prior to such termination.

Amendment No. 2 to Tax Benefit Preservation Plan

As previously disclosed, the Board adopted a Tax Benefit Preservation Plan, dated August 14, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (the "Original Plan"), and ratified by the Company's stockholders on June 11, 2026, in order to protect against a possible limitation on the Company's ability to use the Company's NOLs and certain other tax attributes to reduce potential future U.S. federal income tax obligations. On August 13, 2026, in light of the significance of the NOLs to the Company following the completion of the Asset Sale, the Company entered into Amendment No. 1 to Tax Benefit Preservation Plan, dated August 13, 2026 (the "Amendment No. 1"), which extended the Final Expiration Date (as defined in the Tax Benefit Preservation Plan) to August 14, 2029. On November 8, 2026, prior to the entry into the Purchase Agreement, the Voting Agreements, and the Seller Governance Agreement, the Company entered into Amendment No. 2 to Tax Benefit Preservation Plan, dated November 8, 2026 (the "Plan Amendment" and together with the Amendment No. 1 and the Original Plan, the "Plan"), which (i) includes an exception to the definition of "Acquiring Person" in the Plan providing that no person will become an Acquiring Person as a result of an agreement pursuant to which such person has the right to acquire, vote or dispose of, or otherwise beneficially own, shares of the Company's common stock, if such agreement is executed by the Company and approved by the Board for purposes of such exception before such person would otherwise become an Acquiring Person, and (ii) amends and restates Sections 7.1(iii) and 13.3 of the Plan to provide that, upon the closing of any merger, acquisition or other transaction of the type described in Section 13.1 of the Plan, the Plan and the Rights (as defined in the Plan) will terminate only if the Board approves such termination, and absent such approval, the Plan will continue in full force and effect following the closing of such transaction.

Voting and Support Agreement

On November 8, 2026, the Company and the Buyer entered into separate Voting and Support Agreements (the "Voting Agreements") with funds managed by Rubric Capital Management LP ("Rubric") and Velan Capital Investment Management LP, and each of the Company's directors and executive officers (collectively, the "Supporting Stockholders"). Collectively, the Supporting Stockholders beneficially own approximately 22% of the outstanding shares of Common Stock. Each Supporting Stockholder entered into the Voting Agreement solely in his, her or its capacity as a stockholder of the Company, and the Voting Agreements do not restrict the actions of any director or officer of the Company in his or her capacity as a director or officer of the Company.

Each Supporting Stockholder's Voting Agreement generally requires that such Supporting Stockholder vote or cause to be voted all shares of Common Stock owned by such Supporting Stockholder (i) in favor of the adoption of the Purchase Agreement and the approval of the transactions contemplated thereby, any proposal to adjourn or postpone the stockholder meeting if there are not sufficient votes to obtain stockholder approval, and any other matters necessary to obtain Company Stockholder Approval, and (ii) against any competing proposal or competing transaction, any other action or agreement that would reasonably be expected to result in the failure of a closing condition under the Purchase Agreement or a material breach of the Company's obligations under the Purchase Agreement, and any other matter that would reasonably be expected to materially impede, frustrate, delay or interfere with the consummation of the Asset Sale. No Supporting Stockholder is required to vote in favor of the Purchase Agreement as amended by any amendment entered into without its consent that decreases the amount of, changes the form or terms of or delays the timing of payment or allocation of any portion of the consideration payable under the Purchase Agreement (including the royalty and earn-out payments), imposes material restrictions or additional material conditions on the consummation of the Asset Sale or the payment of such consideration, or is otherwise materially adverse to such Supporting Stockholder or the Company's other stockholders (an "Adverse Amendment"). In addition, until the termination of the Voting Agreements, each Voting Agreement restricts that Supporting Stockholder from transferring shares of Common Stock owned by that Supporting Stockholder, subject to certain exceptions, and requires that Supporting Stockholder to comply with the non-solicitation restrictions applicable to the Company under the Purchase Agreement.

Generally, each Voting Agreement will terminate upon the earliest to occur of (a) the Closing, (b) the termination of the Purchase Agreement in accordance with its terms, (c) the entry into or adoption of an Adverse Amendment, (d) the mutual written agreement of the parties thereto, and (e) a change in the Board's recommendation in favor of the Asset Sale, provided that such change in recommendation is made in compliance with the Company's obligations under the Purchase Agreement.

Seller Governance Agreement

Concurrently with the execution of the Purchase Agreement, the Company and the Buyer entered into a Governance Agreement (the "Seller Governance Agreement"), which will become effective as of, and contingent upon, the Closing. Pursuant to the Seller Governance Agreement, for so long as the Company beneficially owns at least 10% of the outstanding Buyer common stock (subject to certain adjustments), the Company will be entitled to designate one individual who qualifies as independent and is reasonably acceptable to the Buyer's board of directors for appointment or nomination to the Buyer's board of directors. For so long as the Company beneficially owns at least 1% of the outstanding Buyer common stock, the Company has agreed to cause its shares to be present for quorum purposes at meetings of the Buyer's stockholders, and, for so long as the Company beneficially owns at least 5% of the outstanding Buyer common stock, the Company has agreed to vote its shares of Buyer common stock in favor of the Buyer's director nominees and otherwise in accordance with the recommendation of the Buyer's board of directors, subject to certain exceptions, and, with respect to certain extraordinary transactions, in the same proportion as the votes cast by the Buyer's stockholders, other than the Company and the Buyer's directors and executive officers and their respective affiliates. The Seller Governance Agreement also contains customary standstill provisions that apply until the Company's ownership falls below 1%, including a prohibition on the Company acquiring beneficial ownership of, or an aggregate economic or voting interest in, more than 19.9% of the outstanding Buyer common stock, and prohibits the Company from transferring the shares of Buyer common stock it receives as Stock Consideration for six months following the Closing, subject to certain exceptions. Following the expiration of such lock-up period, the Company may distribute such shares pro rata to its stockholders, and the Company's open-market sales of Buyer common stock will be subject to certain volume limitations, which limitations will terminate if the registration statement covering the resale of the Stock Consideration is not timely declared effective or ceases to be available. The Company has also agreed to restrictions on transfers to certain holders of more than 5% of the Buyer common stock, and to customary confidentiality and non-disparagement covenants. The Seller Governance Agreement will terminate upon the earliest to occur of (i) the third anniversary of the Closing, (ii) the consummation of a change of control of the Buyer, (iii) the first date on which the Company's ownership of Buyer common stock falls below 1% and (iv) the mutual written agreement of the parties, and will automatically terminate if the Purchase Agreement is terminated prior to the Closing.

Concurrently with the execution of the Purchase Agreement, the Buyer also entered into a governance agreement with Rubric with respect to shares of Buyer common stock that Rubric will receive in connection with the transactions contemplated by the Purchase Agreement.

Registration Rights Agreement

At the Closing, the Company, the Buyer and Rubric will enter into a Registration Rights Agreement, substantially in the form attached as an exhibit to the Purchase Agreement, pursuant to which the Buyer will agree to file a registration statement covering the resale of the Stock Consideration within 90 days following the Closing and use commercially reasonable efforts to cause such registration statement to become effective within 60 days after such filing deadline or earlier under certain circumstances as set forth in the Registration Rights Agreement. The Registration Rights Agreement also provides the Company and Rubric with certain rights to participate in underwritten shelf takedown offerings, piggyback registrations and block trades, subject to certain conditions as set forth in the Registration Rights Agreement.

Rubric Convertible Note Exchange Agreement

Concurrently with the execution of the Purchase Agreement, the Company and Rubric entered into an Exchange Agreement (the "Rubric Exchange Agreement"), which will become effective as of, and contingent upon, the Closing. Pursuant to the Rubric Exchange Agreement, the Company and the Holder (as defined in the Rubric Exchange Agreement) have agreed to exchange all outstanding senior unsecured convertible notes due 2031 in an aggregate principal amount of $35.0 million (the "Existing Notes") that were issued and sold by the Company to the Holder, plus any accrued and unpaid interest, pursuant to that certain note purchase agreement, dated as of August 8, 2025, by and between the Company and Rubric, in full satisfaction and discharge of the Existing Notes (including accrued and unpaid interest).

Beginning with the fiscal quarter ending March 31, 2027, within 30 calendar days of the last day of each fiscal quarter of the Company (each such last day, an "Applicable Date"), Rubric may deliver written notice requesting the exchange of all or a portion of the Existing Notes, subject to minimum quarterly amounts of $10.0 million in principal amount for each of the first three quarters and $5.0 million in principal amount, plus any accrued and unpaid interest, for the final quarter. Any amounts not requested to be exchanged in a quarter will be allocated pro rata to the remaining quarters. Any exchange of up to $10.0 million per quarter will be subject to the Minimum Exchange Price (as defined in the Rubric Exchange Agreement), such that no Existing Notes will be required to be exchanged if the Exchange Price (as defined below) does not exceed the Minimum Exchange Price. Any exchange in excess of $10.0 million will be subject to the mutual written agreement of the Company and Rubric. The Existing Notes will be exchanged solely for unregistered shares of Buyer common stock received by the Company as Stock Consideration ("Exchange Consideration"), valued based on the volume-weighted average price of Buyer common stock over the five consecutive trading days prior to the Applicable Date (the "Exchange Price"). Following each exchange, Rubric will deliver a payoff letter with respect to the exchanged portion of the Existing Notes. The Rubric Exchange Agreement will terminate upon the mutual written consent of the parties, termination of the Purchase Agreement in accordance with its terms, or the full satisfaction and discharge of all outstanding Existing Notes.

The foregoing descriptions of the Purchase Agreement, the Plan Amendment, the Voting Agreements, the Seller Governance Agreement, the form of Registration Rights Agreement and the Rubric Exchange Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full texts of the Purchase Agreement, the Plan Amendment, the form of Voting Agreement, the Seller Governance Agreement, the form of Registration Rights Agreement, and the Rubric Exchange Agreement, copies of which are attached hereto as Exhibits 2.1, 4.1, 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. The Purchase Agreement has been included as an exhibit hereto solely to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company or the Buyer. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement as of the specific dates therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to qualifications and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality

applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or the Buyer. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures.

Item 3.03 Material Modification to Rights of Security Holders.

The information included under the heading "Amendment No. 2 to Tax Benefit Preservation Plan" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure.

On November 9, 2026, the Company and the Buyer issued a joint press release announcing the execution of the Purchase Agreement. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Additional Information and Where to Find It

In connection with the proposed transaction by the Buyer to purchase substantially all of the assets of the Company (the "Proposed Transaction"), the Company intends to file with the SEC a proxy statement on Schedule 14A. Each of the Buyer and the Company may also file other relevant documents with the SEC regarding the Proposed Transaction. This Current Report on Form 8-K is not a substitute for the proxy statement or any other document that the Company may file with the SEC. The Company will mail the definitive proxy statement to its stockholders. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, as well as any amendments or supplements to those documents, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders may obtain these documents free of charge at the SEC's website, www.sec.gov, and on the Investors section of the Buyer's investor relations website at https://cormedix.com/investors/ and the Company's investor relations website at https://ir.herontx.com/.

Participants in the Solicitation

The Buyer, the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the Proposed Transaction. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in its proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 30, 2026, which is available online at https://www.sec.gov/ix?doc=/Archives/edgar/data/818033/000119312526196306/hrtx-20260430.htm, under the headings "Information Concerning the Board of Directors," "Information Concerning Executive Officers," "Corporate Governance - 2025 Director Compensation," "Security Ownership of Certain Beneficial Owners and Management," "Certain Relationships and Related Person Transactions" and "Executive Compensation," and information about the directors and executive officers of the Buyer, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in its proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 29, 2026, which is available online at https://www.sec.gov/ix?doc=/Archives/edgar/data/1410098/000121390026049311/ea0286136-05.htm, under the

headings "Proposal No. 1 - Approval of the Director Election Proposal," "Corporate Governance - Executive Officers," "Security Ownership of Certain Beneficial Owners and Management," "Director Compensation," "Executive Compensation" and "Certain Relationships and Related Transactions," and, in each case, in subsequently filed Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Forms 3, 4 and 5. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in the Company's definitive proxy statement and other relevant materials to be filed with the SEC regarding the Proposed Transaction when such materials become available. Investors and stockholders should read the proxy statement carefully when it becomes available before making any voting or investment decisions. Copies of these documents may be obtained, free of charge, from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The shares of the Buyer's common stock to be issued to the Company in the Proposed Transaction will be issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "guidance," "intend," "may," "plan," "potential," "project," "seek," "should," "target," "will," "would," and similar expressions. All statements, other than statements of historical facts, should be considered forward-looking statements, including, but not limited to, statements regarding the Proposed Transaction by the Buyer to purchase substantially all of the assets of the Company; the Company's ability to provide an additional revenue base of four FDA-approved commercial brands, with opportunities to drive future growth; the expected timing of closing; the anticipated benefits of the Proposed Transaction, including expected synergies, diversification of revenue base and the expectation that the Proposed Transaction will be accretive to earnings; statements regarding product strategy, growth and label expansion opportunities; development and expectations of the Buyer's and the Company's product pipeline, results of real-world studies, expectations regarding product utilization, reimbursement rates, and market access, including changes in CMS reimbursement methodology; the potential achievement of earn-out milestones and royalty payments; the commercial potential of ZYNRELEF and the other acquired products; the development of the acquired pipeline program; the terms, funding and availability of the Pharmakon term loan facility; the Buyer's ability to pursue future business development transactions; estimates of total addressable market size; and the Company's plans following the closing, including its expectation to remain a publicly traded company.

These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including: the failure to obtain Company stockholder approval or required regulatory clearances, or to satisfy other closing conditions, on a timely basis or at all; the Buyer's ability to successfully integrate the acquired assets, achieve anticipated synergies, accretion, and EBITDA or Adjusted EBITDA on a timely basis or at all; the amount of any adjustments to the consideration under the asset purchase agreement; the occurrence of any event that could give rise to termination of the asset purchase agreement, including circumstances requiring the Company to pay a termination fee; the risk that the Buyer's or the Company's stock price may decline if the Proposed Transaction is not completed; fluctuations in the price of the Buyer's common stock; dilution to the Buyer's stockholders; disruption to the Buyer's and the Company's business relationships with customers, suppliers and employees, including as a result of the announcement or pendency of the Proposed Transaction, and diversion of

management's attention; restrictions on the conduct of the Company's business while the Proposed Transaction is pending; unexpected costs, liabilities or delays relating to the Proposed Transaction and the acquired products; market acceptance and reimbursement of the acquired products, including continued eligibility for separate payment under the NOPAIN Act; changes to reimbursement rates and methodology, customer utilization, and other factors impacting the demand for the Buyer's and the Company's products; competition; manufacturing and supply risks; the incurrence of indebtedness and compliance with covenants under the Pharmakon facility; litigation relating to the Proposed Transaction; uncertainty about the Buyer's or the Company's business, operations and strategy after the consummation of the Proposed Transaction, including (i) the risk that the Company may not identify, pursue or complete an acquisition of, or investment in, another business, (ii) the risk that the Company may not find opportunities to utilize its NOLs after the consummation of the Proposed Transaction or that its ability to use its NOLs may be limited or lost, (iii) the Company's plans with respect to shares of the Buyer's common stock received by the Company as consideration in the Proposed Transaction, including uncertainty and timing of any sales, transfers or other distributions of such shares, (iv) the risk that the value of the Buyer's common stock received by the Company as consideration in the Proposed Transaction may decline and that the Company may be unable to sell or otherwise monetize such shares when or at the price it expects and (v) the Company's lack of operating revenues or material operations following the closing, the risk that the Company may not regain or maintain compliance with Nasdaq's continued listing requirements, and the risk that the Company may be deemed an investment company under the Investment Company Act of 1940; and the other risks described in the periodic reports filed by the Buyer and the Company with the Securities and Exchange Commission ("SEC"), including their most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, copies of which are available free of charge at the SEC's website at www.sec.gov or upon request from the Buyer and the Company, as applicable. All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and readers are cautioned not to place undue reliance on them. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and neither the Buyer nor the Company undertakes any obligation to update them, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 2.1

CERTAIN INFORMATION HAS BEEN OMITTED IN ACCORDANCE WITH ITEM 601(B)(10) OF REGULATION S-K BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE MARKED [***].

Execution Version

ASSET PURCHASE AGREEMENT

by and between

HERON THERAPEUTICS, INC.,

as Seller

and

CORMEDIX INC.,

as Buyer

Dated as of November 8, 2026

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 2

Section 1.1 Certain Defined Terms 2

Section 1.2 Table of Definitions 20

ARTICLE II PURCHASE AND SALE 23

Section 2.1 Purchase and Sale of Assets 23

Section 2.2 Excluded Assets 25

Section 2.3 Assumed Liabilities 26

Section 2.4 Excluded Liabilities 27

Section 2.5 Consents to Certain Assignments 28

Section 2.6 Transaction Consideration 29

Section 2.7 Closing 29

Section 2.8 Withholding 30

Section 2.9 Adjustments to Stock Consideration 30

Section 2.10 Purchase Price Adjustment 31

Section 2.11 Royalty Payments and Earn-Out Payments. 33

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 33

Section 3.1 Organization and Qualification 33

Section 3.2 Authority 34

Section 3.3 No Conflict; Required Filings and Consents 34

Section 3.4 Transferred Assets 35

Section 3.5 Financial Information; SEC Filings 35

Section 3.6 Absence of Certain Changes or Events 38

Section 3.7 Compliance with Law; Permits 38

Section 3.8 Litigation 40

Section 3.9 FCPA; Anti-Corruption and Anti-Bribery Laws 40

Section 3.10 Business Employees and Employee Plans 41

Section 3.11 Labor and Employment Matters 42

Section 3.12 Insurance 43

Section 3.13 Intellectual Property 43

Section 3.14 Privacy and Data Security 46

Section 3.15 Taxes 46

Section 3.16 Environmental Matters 47

Section 3.17 Material Contracts 48

Section 3.18 Customers and Suppliers 49

Section 3.19 Transferred Inventory; Transferred Equipment 50

Section 3.20 Affiliate Transactions 50

Section 3.21 Brokers 50

Section 3.22 International Trade 50

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TABLE OF CONTENTS
(Continued)

Page

Section 3.23 Disclosure Documents 51

Section 3.24 Solvency 51

Section 3.25 Excluded Entity 51

Section 3.26 No Shared Contracts 52

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 52

Section 4.1 Organization and Qualifications 52

Section 4.2 Authority 52

Section 4.3 Buyer Subsidiaries; Equity Interests 53

Section 4.4 Capitalization 53

Section 4.5 No Conflict; Required Filings and Consents 54

Section 4.6 Absence of Certain Changes or Events 54

Section 4.7 Compliance with Law 55

Section 4.8 Litigation 55

Section 4.9 Financing 55

Section 4.10 Brokers 55

Section 4.11 SEC Filings; Financial Statements; and the Sarbanes-Oxley Act 55

Section 4.12 Disclosure Documents 57

Section 4.13 No Stockholder Vote Required 58

Section 4.14 Takeover Statutes 58

ARTICLE V COVENANTS 58

Section 5.1 Conduct of Business Prior to the Closing 58

Section 5.2 Covenants Regarding Information 62

Section 5.3 Acquisition Proposals 63

Section 5.4 Proxy Statement 67

Section 5.5 Stockholders Meeting 67

Section 5.6 Regulatory Matters 68

Section 5.7 Employee Benefits 69

Section 5.8 Confidentiality 71

Section 5.9 Consents and Filings 72

Section 5.10 Further Assurances; Conveyance 74

Section 5.11 No Solicitation 74

Section 5.12 Non-Competition 75

Section 5.13 Anti-Circumvention 76

Section 5.14 Restrictive Covenant Remedies 76

Section 5.15 Insurance 77

Section 5.16 Public Announcements 78

Section 5.17 Buyer R&W Insurance Policy 78

Section 5.18 Affiliate Transactions 78

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TABLE OF CONTENTS
(Continued)

Page

Section 5.19 Transaction Litigation 78

Section 5.20 NDC Transition 79

Section 5.21 Rebates; Chargebacks; Returns; Government Pricing 79

Section 5.22 Cooperation in Litigation 80

Section 5.23 Use of Name 82

Section 5.24 Debt Financing Cooperation 83

ARTICLE VI TAX MATTERS 86

Section 6.1 Tax Matters 86

Section 6.2 Straddle Periods 87

Section 6.3 Cooperation on Tax Matters 88

Section 6.4 Transfer Taxes 88

ARTICLE VII CONDITIONS TO CLOSING 88

Section 7.1 General Conditions 88

Section 7.2 Conditions to Obligations of the Seller Parties 89

Section 7.3 Conditions to Obligations of the Buyer Parties 89

Section 7.4 Frustration of Closing Conditions 90

ARTICLE VIII INDEMNIFICATION 90

Section 8.1 Survival of Representations, Warranties and Covenants 90

Section 8.2 Indemnification by Seller 91

Section 8.3 Indemnification by Buyer 91

Section 8.4 Procedures 91

Section 8.5 Limits on Indemnification 93

Section 8.6 Exclusive Remedy 94

Section 8.7 Treatment of Indemnity Payments 95

ARTICLE IX TERMINATION 95

Section 9.1 Termination 95

Section 9.2 Effect of Termination 96

Section 9.3 Termination Fee 96

ARTICLE X GENERAL PROVISIONS 98

Section 10.1 Fees and Expenses 98

Section 10.2 Amendment and Modification 98

Section 10.3 Waiver; Extension 99

Section 10.4 Notices 99

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TABLE OF CONTENTS
(Continued)

Page

Section 10.5 Interpretation 100

Section 10.6 Entire Agreement 101

Section 10.7 Parties in Interest 101

Section 10.8 Governing Law; Jurisdiction; Waiver of Jury Trial 101

Section 10.9 Non-Reliance 103

Section 10.10 Disclosure Generally 105

Section 10.11 Personal Liability 105

Section 10.12 Assignment; Successors 105

Section 10.13 Enforcement 105

Section 10.14 Severability 105

Section 10.15 Counterparts; Signatures 106

Section 10.16 Conflicts; Privilege 106

Section 10.17 Financing Sources 107

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TABLE OF CONTENTS
(Continued)

Page

EXHIBITS:

Exhibit A - Form of Bill of Sale and Assignment and Assumption Agreement

Exhibit B - Form of Intellectual Property Assignment Agreement

Exhibit C - Form of Registration Rights Agreement

Exhibit D - Form of Escrow Agreement

SCHEDULES:

[***]

Schedule 1.1J - Royalty and Earn-Out Payments

[***]

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ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of November 8, 2026 (the "Agreement Date"), by and between Heron Therapeutics, Inc., a Delaware corporation ("Seller"), and CorMedix Inc., a Delaware corporation ("Buyer"). Capitalized terms used herein shall have the meanings ascribed to them in Article I or elsewhere in this Agreement.

RECITALS

A. Seller, through itself or one or more Affiliates (any such Affiliate that owns or holds any interest in any Transferred Assets, is the obligor of any Assumed Liabilities or employs a Business Employee, together with Seller, each a "Seller Party"), is engaged in the Business at various locations around the world.

B. Seller wishes to sell, and cause the Seller Parties to sell, to Buyer or one or more of its Affiliates (any such Affiliate that purchases Transferred Assets or assumes Assumed Liabilities, together with Buyer, each a "Buyer Party"), and Buyer wishes to purchase, or to cause another Buyer Party to purchase, from the Seller Parties, the Transferred Assets, and, in connection therewith, the Buyer Parties are willing to assume the Assumed Liabilities, all upon the terms and subject to the conditions set forth herein (collectively, the "Asset Sale").

C. As of the Agreement Date, the board of directors of Seller (the "Seller Board") has unanimously (a) determined that this Agreement and the Asset Sale, the Buyer Stock Issuance (as defined below), and the other transactions contemplated by this Agreement and the Ancillary Agreements (the "Transactions") are fair to, and in the best interests of, Seller and its stockholders, (b) approved and declared advisable the execution, delivery and performance of this Agreement and the consummation of the Transactions, (c) directed that this Agreement and the Transactions be submitted to a vote at a meeting of the holders of issued and outstanding shares of Seller's common stock, par value $0.01 per share ("Seller Common Stock"), for approval and (d) resolved to recommend that Seller's stockholders approve this Agreement and the Transactions.

D. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Buyer to enter into this Agreement, Seller is entering into a governance agreement, in the form mutually agreed upon between Buyer and Seller (the "Seller Governance Agreement"), effective as of the Closing, pursuant to which, among other things, Seller has agreed to certain obligations in respect of the voting of the Buyer Common Stock it shall be entitled to receive upon the consummation of the Transactions, upon the terms and subject to the conditions and limitations set forth in the Seller Governance Agreement.

E. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Buyer to enter into this Agreement, certain stockholders of Seller are entering into governance agreements, in the form mutually agreed upon among the parties thereto (the "Stockholder Governance Agreement"), pursuant to which, among other things, such stockholders have agreed to certain obligations in respect of the voting of Buyer Common Stock such stockholders may receive if the Buyer Common Stock is issued or distributed to such stockholders as a result of the Transactions at, or at any time following, the consummation

of the Transactions, in each case, upon the terms and subject to the conditions and limitations set forth in the Stockholder Governance Agreement.

F. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of Buyer to enter into this Agreement, certain stockholders of Seller and certain directors and officers of Seller are entering into voting and support agreements, in the form mutually agreed upon among the parties thereto (the "Voting Agreements"), pursuant to which, among other things, such stockholders, directors and officers have agreed to vote all of their shares in favor of the adoption of this Agreement and to take certain other actions in furtherance of the Transactions, in each case, upon the terms and subject to the conditions and limitations set forth in the Voting Agreements.

G. The board of directors of Buyer has unanimously approved the issuance of shares of Buyer's common stock, par value $0.001 per share ("Buyer Common Stock"), in connection with the Asset Sale and on the terms and subject to the conditions set forth in this Agreement (the "Buyer Stock Issuance").

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

"Acquisition Proposal" means any bona fide offer, proposal or similar indication of interest contemplating or otherwise relating to an Acquisition Transaction (other than an offer, proposal or similar indication of interest by the Buyer Parties).

"Acquisition Transaction" means any transaction or series of related transactions (other than the Transactions) involving: (a) any acquisition or purchase by any Person, directly or indirectly, of more than twenty percent (20%) of any class of outstanding voting or equity securities of Seller, or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such Person beneficially owning more than twenty percent (20%) of any class of outstanding voting or equity securities of Seller; (b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving Seller and any Person that, if consummated, would result in such Person beneficially owning more than twenty percent (20%) of any class of outstanding voting or equity securities of Seller, but expressly excluding any transaction or series of transactions that exclusively relate to any Excluded Assets; or (c) any sale, lease, exchange, transfer or other disposition to any Person of more than twenty percent (20%) of the consolidated assets, revenue or net income of the Transferred Assets or the Business (with assets being measured by the fair market value thereof), but expressly excluding any transaction or series of transactions that exclusively relate to any Excluded Assets; provided, that, for the avoidance of doubt, all references

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to "Person" in this definition shall include any "group" as defined pursuant to Section 13(d) of the Exchange Act but shall exclude Buyer and any of its Affiliates or Representatives.

"Action" means any claim, complaint, charge, demand, assessment, litigation, injunction, suit, action, qui tam, whistleblower suit, proceeding, arbitration, mediation, audit, investigation, hearing, or administrative proceeding (in each case, whether civil, criminal, administrative or investigative) commenced, brought, conducted or heard by or before or otherwise involving, any Governmental Authority.

"Additional Employee" means any employee of Seller who is not listed on Schedule 1.1G as of the Agreement Date and whom Buyer designates, in accordance with Section 5.7(b), to be added as a Business Employee by making a Qualified Offer to such employee.

"Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

"Ancillary Agreements" means the Bill of Sale and Assignment and Assumption Agreement, the Escrow Agreement, the Intellectual Property Assignment Agreement, the Registration Rights Agreement, the Seller Governance Agreement, the Stockholder Governance Agreement, and the Voting Agreements.

"Antitrust Laws" means the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, the HSR Act, and all other Laws, including any competition, merger control, antitrust or similar applicable Law of any jurisdiction outside of the United States, prohibiting, limiting, or promulgated or intended to govern conduct having the purpose or effect of monopolization, restraint of trade, or substantial lessening of competition.

"Base Cash Consideration" means $145,000,000 in cash.

"Bill of Sale and Assignment and Assumption Agreement" means one or more bill of sale and assignment and assumption agreements with a Seller Party substantially in the form of Exhibit A hereto.

"Books and Records" means the Seller Parties' books and records relating to the Transferred Assets, including (i) promotional literature, regulatory submissions, clinical study reports, clinical data, nonclinical data or reports, manufacturing records, quality control records, adverse event files, operating records for the Business Products, (ii) customer sales records, (iii) financial books, records, statements or reports, (iv) legal and regulatory analyses and assessments, legal opinions and other records, including with respect to the prosecution of the Transferred Intellectual Property, and (v) all books and records relating to reimbursement, contracting, managed market activities and pricing, except, in each case, to the extent they are specifically included in the Transferred Marketing Records, Transferred Regulatory Documentation, Excluded Assets or Excluded Liabilities.

"Business" means the business of Seller related to the Exploitation of any Business Products, together with all related services, as conducted by the Seller Parties as of the Agreement

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Date or as of immediately prior to the Closing; provided, for the avoidance of doubt, Excluded Assets and Excluded Liabilities shall not be considered part of the Business.

"Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Cary, North Carolina, Parsippany, New Jersey or New York, New York.

"Business Employee" means each employee of the Seller Parties set forth on Schedule 1.1G, as such Schedule may be updated by Buyer pursuant to Section 5.7(b) to reflect any Replacement Employee (and the removal of the applicable employee being replaced) or Additional Employee.

"Business Employee Severance Costs" means (A) plus (B) minus (C) where:

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In no event shall the Business Employee Severance Costs be less than zero, and to the extent the amount determined pursuant to clause (C) above would otherwise exceed the sum of the amounts determined pursuant to clauses (A) and (B) above, the Business Employee Severance Costs shall be deemed to equal zero. In no event shall the Business Employee Severance Costs include any costs relating to the accelerated vesting of any Seller Equity Awards, which will be borne exclusively by Seller. For the avoidance of doubt, (x) with respect to Business Employees other than Specified Employees, the Business Employee Severance Costs shall be determined by reference to the applicable level of severance benefits payable in connection with a termination made upon or following a "Change of Control" or "Change in Control" of Seller solely pursuant to the Specified Plan (and not pursuant to any contract, agreement, offer letter or other benefit plan other than the Specified Plan) and solely as set forth on Schedule 3.10(a)(i) of the Seller Disclosure Schedules regardless of whether such termination actually occurs prior to, on or following the Closing, and (y) with respect to Specified Employees, the Business Employee Severance Costs shall be determined by reference to the applicable level of severance benefits payable in connection with a termination made upon or following a "Change of Control" or "Change in Control" of Seller and solely as set forth on Schedule 3.10(a)(i) of the Seller Disclosure Schedules.

"Business Products" means the products that are listed on Schedule 1.1A under the heading "Business Products."

"Buyer Equity Awards" means stock options, restricted stock units and all other compensatory equity awards granted to Buyer's employees with respect to Buyer Common Stock, including such equity awards with performance vesting criteria.

"Buyer FDA Letters" means the letters, forms and other submissions from Buyer or its designated Affiliate to the FDA or such other instrument as may be necessary to effectuate the transfer of Transferred Regulatory Approvals from the Seller Parties, as applicable, to Buyer or its designated Affiliate in accordance with this Agreement, in a form reasonably satisfactory to Seller, duly executed by Buyer or its designated Affiliate.

"Buyer Fundamental Representations" means Section 4.1(a) (Organization), Section 4.2 (Authority), Section 4.4(a) (Capitalization), Section 4.5(a)(i) (No Conflict), and Section 4.10 (Brokers).

"Buyer Material Adverse Effect" means any event, change, occurrence or effect that, individually or in the aggregate, (i) would or would reasonably be expected to prevent, materially delay or materially impair the ability of any Buyer Party to consummate the Transactions or (ii) would or would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Buyer Parties, taken as a whole; provided, in each case, that none of the following shall be deemed, either alone or in combination, to constitute or contribute to, and none of the following shall be taken into account in determining whether there is, or would reasonably be expected to be, a Buyer Material Adverse Effect: (a) general changes or developments in the industry, markets or territories in which the Buyer Group's business operates, (b) changes in regional, national or international political

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conditions (including any outbreak or escalation of hostilities, any acts of war or terrorism or any other national or international crisis or emergency, and any escalation or general worsening of any of the foregoing) or in general economic, business, regulatory, technological, political or market conditions or in national or international financial markets, including any disruption of any financial, banking, securities or commodities markets or decline in the price of any security or any market index, (c) any man-made or natural disasters, hurricanes, earthquakes, floods or other natural disasters or any health crisis, public health event, epidemics, pandemics or disease outbreaks, the worsening of any of the foregoing or any governmental or other response or reaction to any of the foregoing, (d) changes after the Agreement Date in any applicable Laws, or applicable accounting regulations or principles or interpretations thereof, (e) the existence, announcement or pendency of this Agreement and the Transactions, including the initiation of litigation by any Person with respect to this Agreement, and including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Buyer Group's business due to the existence, announcement and performance of this Agreement or the identity of the parties to this Agreement, or the performance of this Agreement and the Transactions, including compliance with the covenants set forth herein, (f) any action taken by the Buyer Parties which is expressly required to be taken by this Agreement, and (g) the failure of the Buyer Group's business to meet any internal or published projections, clinical trial targets, product pricing or reimbursement levels, estimates, forecasts, budgets, metrics, milestones or expectation of financial or operating performance, but not the underlying causes of such failure unless such underlying causes would otherwise be exempted from this definition (provided that this clause (g) shall not be construed as implying that the Buyer Parties are making any representations or warranties regarding any projections, estimates, forecasts, budgets, metrics, milestones or expectation of financial or operating performance); provided that, in the case of clauses (a), (b), (c) and (d), such events, changes, occurrences or effects may be taken into account in determining whether a Buyer Material Adverse Effect has occurred to the extent the Buyer Group's business is materially disproportionately affected thereby as compared with other participants in the industry in which the Buyer Group's business operates (in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether a Buyer Material Adverse Effect has occurred).

"Buyer Preferred Stock" means Buyer's shares of preferred stock, par value $0.001 per share.

"Buyer Stock Plan" means Amended and Restated CorMedix Inc. 2019 Omnibus Stock Incentive Plan, as the same has been amended from time to time.

"Closing Cash" means, as of immediately prior to the Closing, without duplication, the aggregate amount of all cash and cash equivalents (including marketable securities) of the Seller Parties as of such time, calculated in accordance with GAAP and consistently with the Accounting Principles. Closing Cash shall include inbound wires in transit and checks and drafts deposited for the account of the Seller Parties, but shall be reduced by (i) the amount of all uncleared checks, outstanding withdrawals and other debits and payments of the Seller Parties in transit, and (ii) any Restricted Cash. Closing Cash shall not include any cash held as of immediately prior to the Closing in the Retained Bank Accounts.

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"Closing Statement" means a statement setting forth Buyer's good faith calculation of (a) the Net Working Capital and Closing Cash, each as of immediately prior to the Closing, and (b) the Final Cash Consideration derived therefrom, in each case, together with reasonable supporting detail, prepared in accordance with GAAP applied on a basis consistent with the Accounting Principles.

"Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

"Commercialization" means the conduct of activities undertaken following regulatory approval relating to the promotion, advertising, marketing, sale (including receiving, accepting, and filling product orders), offer for sale, and distribution (including importing, exporting, transporting, warehousing, and delivering) of the Business Products. "Commercialize" and "Commercializing" have correlative meanings.

"Confidential Information" means all non-public, confidential or proprietary information, in whatever form or medium, whether or not marked or identified as "confidential."

"Confidentiality Agreement" means the Confidentiality Agreement, dated as of January 21, 2025, by and between Seller and Buyer.

"Consent" means any and all consents, approvals, clearances, ratifications, permissions, authorizations or waivers from any third party, including from any Governmental Authority.

"Contract" means any agreement, contract, subcontract, lease, understanding, instrument, note, bond, mortgage, indenture, option, warranty, insurance policy, benefit plan or other legally binding commitment together with modifications and amendments thereto (in each case, whether written or oral).

"control," including the terms "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by contract or otherwise.

"Data" means any and all research data, pharmacology data, preclinical data, clinical data, including in each case, raw data, as well as marketing, Market Access, government price reporting, pharmacovigilance, and other data related to the Business Products, in each case, to the extent that such data is in the possession or control of the Seller Parties as of the Closing.

"Data Protection Laws" means with regard to the Transferred Assets, all applicable laws pertaining to data protection, data privacy, data security, cybersecurity, cross-border data transfer, and general consumer protection laws as applied in the context of data privacy, data breach notification, electronic communication, telephone and text message communications, marketing by email or other channels, and other similar laws, and includes the U.S. Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. Section 1320d et seq.), as amended.

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"Data Protection Requirements" means (i) Data Protection Laws; (ii) Privacy Policies; (iii) any Contracts and/or codes of conduct relating to the collection, access, use, storage, disclosure, transmission, or cross-border transfer of Personal Data; and (iv) binding industry standards, including the Payment Card Industry Data Security Standard.

"Data Systems" means computer, electronic or telecommunications or network systems of any variety (including databases, websites, hardware, software, storage, switching and interconnection devices and mechanisms, whether on-premises or provided as a service by a third party).

"Debt Financing" means the debt financing contemplated by the Loan Agreement, together with any alternative debt financing obtained in accordance with this Agreement.

"DGCL" means Delaware General Corporation Law, as amended.

"Development" means all development activities for a pharmaceutical or biological product that are directed to obtaining regulatory approval(s) of such product and lifecycle management of such product, including non-clinical, preclinical, and clinical studies and trials; the preparation, filing, and prosecution of any regulatory approval for such product; development activities directed to label expansion and/or obtaining regulatory approval for one or more additional indications following initial regulatory approval; and all regulatory affairs related to any of the foregoing. "Develop," "Developing" and "Developed" and similar variations have correlative meanings.

"Disclosure Schedules" means, as the context requires, the Seller Disclosure Schedules and/or the Buyer Disclosure Schedules.

"Earn-Out Payments" means the payments, payable by Buyer, subject to, and in accordance with Schedule 1.1J.

"Employee Plans" means all "employee benefit plans" within the meaning of Section 3(3) of ERISA, all multiemployer plans within the meaning of Section 3(37) of ERISA, all formal or informal, oral or written plans (whether or not subject to ERISA) and all other compensation and benefit plans, contracts, policies, programs, arrangements and payroll practices of the Seller Parties (other than routine administrative procedures) in which any Business Employees participate as of the Agreement Date, including all pension, profit sharing, savings and thrift, bonus, stock bonus, stock purchase, stock option, restricted stock or other cash or equity-based incentive or deferred compensation, severance, retention, employment, consulting, change-of-control, collective bargaining, employee loan, fringe benefit and medical and life insurance plans in which any of the Business Employees or their dependents participate, that is sponsored, maintained, contributed to or required to be contributed to by any Seller Party or under which any Seller Party has current or potential Liability (including any related funding mechanism now in effect or required in the future).

"Encumbrance" means any charge, claim, condition, easement, encroachment, equitable interest, lien (statutory or otherwise), mortgage, option, pledge, right of first refusal, right of first offer, preemptive right, security interest, conditional sale or other title retention agreement

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or other restriction or limitation of any kind, in each case, on or with respect to any property (real or personal) or property interest.

"Environmental Laws" means any Laws of any Governmental Authority in effect as of the Agreement Date relating to pollution, protection of the environment, natural resources, or human health and safety as relating to exposure to Hazardous Substances.

"Environmental Permits" means all Permits under any Environmental Law.

"ERISA" means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

"Estimated Cash Consideration" means an amount equal to (a) the Base Cash Consideration, plus (b) the estimated Closing Cash, plus (c) the estimated Working Capital Adjustment (based on the estimated Net Working Capital), in each case calculated in accordance with Schedule 1.1E and as set forth on the Estimated Closing Statement.

"Estimated Closing Statement" means a statement delivered by Seller to Buyer setting forth (a) Seller's good faith estimates of the Net Working Capital and Closing Cash, each as of immediately prior to the Closing, and a calculation of the Estimated Cash Consideration derived therefrom, in each case with reasonable supporting detail prepared in accordance with GAAP applied on a basis consistent with the Accounting Principles, (b) the total amount of Net Sales during the Royalty Year (as defined in Schedule 1.1J) in which the Closing occurs but prior to the Closing, and (c) a funds flow memorandum identifying the wire transfer instructions corresponding to each payment to be made at the Closing (including the Purchase Price Escrow Amount).

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Excluded Employee Liabilities" means any and all Liabilities arising out of or relating to (i) any Employee Plan; (ii) the employment or engagement by Seller or any of its Affiliates, or the termination of such employment or engagement, of any current or former Business Employee or other individual service provider, including any Liabilities relating to wages, salaries, commissions, bonuses, incentive or deferred compensation, severance, accrued vacation, paid time off or other leave, employee benefits, expense reimbursements or other compensation or remuneration; (iii) the engagement by Seller or any of its Affiliates, or the termination of such engagement, of any current or former independent contractor or other individual service provider; (iv) any actual or alleged misclassification of any current or former employee, independent contractor or other individual service provider, including with respect to employment status or exemption from wage and hour requirements; (v) any employment, payroll, social security, unemployment or similar Taxes relating to any current or former Business Employee, independent contractor or other individual service provider; (vi) any workplace injury, workers' compensation or similar claim arising out of events occurring on or prior to the Closing; (vii) any collective bargaining agreement or other agreement with any labor union, works council or similar employee representative body, or any grievance, unfair labor practice or other labor-related claim relating to any period on or prior to the Closing; (viii) the WARN Act or any similar

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state, local or foreign Law, in each case, to the extent resulting from any action taken by Seller or any of its Affiliates on or prior to the Closing; (ix) any equity or equity-based compensation or award granted or promised by Seller or any of its Affiliates (including any Seller Equity Awards); (x) except for the Business Employee Severance Costs, any severance, retention, change-in-control, transaction, sale or similar bonus, payment or benefit arising from or relating to the transactions contemplated hereby or any termination of employment or service occurring on or prior to the Closing; (xi) any amounts owed to any current or former Business Employee, other individual service provider or director as an indemnification or similar obligation whether under the organizational documents of Seller or any Affiliate thereof, by operation of Law or under any Contract related to the acts or omissions thereof occurring on or prior to the Closing; or (xii) any acts or omissions of any current or former Business Employee, independent contractor or other individual service provider relating to the Business outside of the ordinary course of business, including any workplace sexual harassment, illegal retaliation or discrimination, or unlawful conduct, in each case, regardless of when any such Liability is asserted, incurred, accrued, payable or otherwise arises; provided, notwithstanding the foregoing, Excluded Employee Liabilities shall not include (A) any Business Employee Severance Costs, (B) any Liabilities in respect of a Transferred Employee arising solely from such Transferred Employee's employment with Buyer or its Affiliates from and after the Closing, or (C) any Liabilities in respect of accrued but unused vacation explicitly assumed by Buyer pursuant to Section 5.7(f) below.

"Excluded Employee" means the employee of the Seller Parties listed on Schedule 1.1I.

"Exploit," and related terms such as "Exploitation," means to make, have made, import, export, use, sell or offer for sale, including to Develop, Commercialize, Manufacture and have Manufactured.

"FDA" means the U.S. Food and Drug Administration, or any successor agency thereto.

"FDCA" means the U.S. Federal Food, Drug, and Cosmetic Act, as amended from time to time, together with any rules, regulations and requirements promulgated thereunder.

"FDI Laws" means any foreign direct investment or national security law, rule, statute, regulation, legally binding measure or all other Laws in any jurisdiction that relates to foreign direct investment or national security.

"Final Cash Consideration" means an amount equal to (a) the Base Cash Consideration, plus (b) the Closing Cash, plus (c) the Working Capital Adjustment, in each case as determined in accordance with Schedule 1.1E.

"Field" means the treatment of chemotherapy-induced or post-operative nausea and vomiting with injectable products containing aprepitant or granisetron or treatment of post-operative pain with non-opioid anesthetic containing bupivacaine or a low dose of the nonsteroidal anti-inflammatory drug (NSAID) meloxicam.

"Financing Sources" means the Persons (other than Buyer and its Affiliates) that have committed to provide, arrange or otherwise entered into agreements in connection with the

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Debt Financing, including the collateral agent and the lenders party to the Loan Agreement (including BioPharma Credit PLC, BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP), together with any joinder agreements, indentures, credit agreements or other definitive documents relating thereto, and their respective Affiliates, and the respective former, current and future officers, directors, employees, partners, members, managers, controlling persons, agents, advisors, investment managers, general partners, attorneys and other representatives of each of the foregoing, and their respective successors and assigns; provided that in no event shall Buyer or any of its Affiliates constitute a Financing Source.

"Financing Source Related Party" means each Financing Source and each of its Affiliates and its and their respective Representatives, and the successors and assigns of each of the foregoing.

"Fraud" means any actual and intentional fraud causes of action that require as an element an intent to deceive or scienter, but not any type of fraud cause of action based on recklessness, negligence or any similar constructive knowledge element, in the making of the representations and warranties set forth in Article III, Article IV, any Indemnification Ancillary Agreement or in any certificate delivered pursuant to Section 2.7(b)(ii) (solely to the extent confirming satisfaction of the condition specified in Section 7.3(a)) or Section 2.7(c)(iii) (solely to the extent confirming satisfaction of the condition specified in Section 7.2(a)).

"GAAP" means United States generally accepted accounting principles, as promulgated by the Financial Accounting Standards Board, or its predecessors or successors, as of the date or period of the statement to which such term refers.

"Government Official" means any director, officer, employee, representative, contractor, or agent acting in an official capacity for or on behalf of a (i) Governmental Authority or (ii) public international organization (as such term is defined by the FCPA). Government Official also includes any political party, political party official, and any foreign official (as such term is defined in the FCPA).

"Governmental Authority" means any national, federal, state, local or political subdivision thereof governmental, regulatory or administrative authority, agency, department, division, instrumentality, ministry, board, commission, court, subdivision, audit group, or commission or any judicial or arbitral body, domestic or foreign.

"Governmental Pricing Programs" means the 340B drug pricing program under the Public Health Service Act (42 U.S.C. § 256b),Veterans Affairs drug pricing program (38 U.S.C. § 8126), and, as applicable only to government drug price reporting requirements, any applicable "federal health care program", as such term is defined in 42 U.S.C. § 1320a-7b(f).

"Hazardous Substance" means any pollutant, contaminant, hazardous substance, hazardous material, hazardous waste or petroleum products, and any other chemical waste, substance or material listed in or regulated or identified in any Environmental Law.

"HSR Act" means the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder.

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"Independent Expert" means a nationally recognized independent accounting firm mutually agreed upon by Buyer and Seller.

"Intellectual Property" or "Intellectual Property Rights" means all intellectual and industrial property rights and proprietary and priority rights, whether protected, created or arising under the laws of the United States or any other jurisdiction or under any international convention, including (a) Patents, (b) Marks, (c) copyrights, mask work rights, mask work registrations and applications therefor, works of authorship, including rights in databases, data collections and moral rights and all registrations, applications, renewals, extensions and reversions of any of the foregoing (all of the foregoing in this subsection (c), "Copyrights"), (d) trade secrets and rights in confidential and proprietary information that derive economic value from being maintained as confidential and are subject to efforts reasonable under the circumstances to maintain their secrecy ("Trade Secrets"), (e) know how, methods and processes and (f) all registrations and applications for any of the foregoing and all rights to obtain renewals, continuations, divisions or other legal protections pertaining thereto.

"Intellectual Property Assignment Agreement" means one or more assignment agreements with the applicable Seller Party, substantially in the form of Exhibit B hereto, transferring all of the Seller Parties' right, title and interest in and to the Registered IP of the Business Products to the Buyer Parties.

"Inventory" means all inventories of active pharmaceutical ingredient for the Business Products, all drug product for the Business Products, all raw and pack materials, work-in-process, finished goods, Business Products on stability, reference materials, warehoused stock, supplies, consumables and packaging materials relating to the Business Products or manufacture thereof.

"IRS" means the Internal Revenue Service of the United States.

"Knowledge" means (A) with respect to Seller, the actual knowledge, after due inquiry of their respective direct reports, of the Persons listed in Schedule 1.1B and (B) with respect to Buyer, the actual knowledge, after due inquiry of their respective direct reports, of the Persons listed in Schedule 1.1C.

"Law" means any statute, law (including the common law), constitution, treaty, ordinance, regulation, rule, code, injunction, judgment, decree, requirements or Order of any Governmental Authority.

"Liability" means any direct or indirect liabilities or obligations of any nature whatsoever, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether called a liability, obligation, indebtedness, guaranty, claim or otherwise.

"Loan Agreement" means that certain Loan Agreement, dated as of the November 8, 2026, by and among Buyer, as borrower, the guarantors from time to time party thereto, BioPharma Credit PLC, as collateral agent, and the lenders from time to time party thereto (including all exhibits, schedules and annexes thereto), as the same may be amended, restated, supplemented or otherwise modified from time to time.

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"Manufacture" and "Manufacturing" mean all activities related to the production, manufacture, processing, filling, finishing, packaging, labeling, and shipping of a product or any intermediate thereof, including process qualification and validation, pre-clinical, clinical and commercial manufacture, product characterization, stability testing, and quality assurance and quality control.

"Market Access" means any and all processes and activities conducted to establish, seek and maintain pricing and reimbursement for the Business Products, as well as country level, state, regional and local payor processes and activities to obtain and maintain local and regional patient access for the Business Products, including price setting, national mandatory rebate negotiations with applicable Governmental Authorities, preparing reimbursement and economic dossiers, and policy-related activities associated with any of the foregoing.

"Marketing Records" means all advertising, marketing, market research, market data, sales and promotional materials, pricing lists, consulting deliverables and other related literature, catalogs and materials (including customer lists), in each case, with respect to the Business Products.

"Marks" means fictitious business names, corporate names, trade names, logos, slogans, trade dress rights, registered and unregistered trademarks and service marks, Internet domain names, all other indications of source or origin and registrations and applications for any of the foregoing.

"Nasdaq" means the Nasdaq Stock Market LLC.

"Net Working Capital" means current assets minus current liabilities of the Business, but solely those current assets and current liabilities expressly set forth as being included as part of the Net Working Capital calculation in the illustrative closing statement attached hereto as Schedule 1.1F, in each case determined as of immediately prior to the Closing in accordance with the accounting principles set forth on Schedule 1.1E (the "Accounting Principles").

"Net Sales" has the meaning set forth in Schedule 1.1J.

"New Drug Application" means, in the United States, a New Drug Application, as defined in the FDCA (21 U.S.C. § 355), and applicable regulations promulgated thereunder by the FDA, or any equivalent application that replaces such application.

"Non-Scheduled Contracts" means the following Contracts: (a) non-disclosure agreements under customary terms, (b) Privacy Policies, (c) non-exclusive licenses to Intellectual Property Rights entered into in the ordinary course of business under customary terms, including where such license is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is primarily for something other than such license, (d) Contracts with past and present employees, contractors, consultants, service providers entered into in the ordinary course of business under customary terms, and (e) purchase orders, statements of work, work orders, change orders, invoices, and similar confirmatory or administrative documents, schedules or addendums that are not material to the main contractual relationship between the parties to a particular Contract or group of Contracts.

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"Order" means and includes any writ, law, rule, regulation, executive order or decree, decision, award, judgment, injunction, ruling, or other order, whether temporary, preliminary, or permanent enacted, issued, promulgated, enforced, or entered into by any Governmental Authority.

"Patents" means patents and patent applications, including all continuations, divisionals, continuations-in-part, and provisionals and patents issuing on any of the foregoing, and all reissues, reexaminations, substitutions, renewals and extensions of any of the foregoing, and comparable rights, however denominated, in any jurisdiction throughout the world.

"Permits" means all licenses, permits, franchises, approvals, certificates, accreditations, registrations, certifications, authorizations, exemptions, clearances, Consents or orders of, or from, any Governmental Authority.

"Permitted Exception" means (i) statutory liens for current Taxes not yet delinquent or which are being contested in good faith by appropriate proceedings, (ii) mechanics', carriers', workers', repairers' and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of the Seller Parties, or the validity or amount of which is being contested in good faith by appropriate proceedings, or pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers' compensation, unemployment insurance or other social security legislation), (iii) with respect to Intellectual Property, (x) non-exclusive licenses of Intellectual Property granted by any member of the Seller Group in the ordinary course of business and (y) restrictions or limitations associated with third party rights and licenses set forth in Contracts to which any member of the Seller Group is a party that do not materially restrict or limit the conduct of the Business in the ordinary course consistent with past practice and (iv) Encumbrances with respect to the Closing Date Seller Indebtedness that will be released at Closing.

"Person" means an individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

"Personal Data" means information that: (i) identifies or could reasonably be used to identify an individual (including names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); (ii) can be used to authenticate an individual (including employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers); or (iii) when referring to a Data Protection Requirement, has the same meaning as the similar or equivalent term defined thereunder.

"Post-Closing Tax Period" means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

"Pre-Closing Tax Period" means any Tax period ending on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date.

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"Privacy Policies" means all published, posted and written internal policies, procedures and notices relating to the collection, use, storage, disclosure, destruction, or cross-border transfer of Personal Data.

"Purchase Price Escrow Amount" means an amount in cash equal to $2,000,000.

"Qualified Offer" means a written offer of employment by Buyer (or an Affiliate of Buyer) to a Business Employee, commencing effective as of the Closing, that provides for an annual base salary or base wage rate that is not less than the base salary or base wage rate set forth on Schedule 3.10(a)(i) of the Seller Disclosure Schedules.

"Registered IP" means all Intellectual Property Rights that are registered with any Governmental Authority, including applications for any of the foregoing, and domain names.

"Registration Rights Agreement" means the agreement substantially in the form attached hereto as Exhibit C.

"Regulatory Approval" means, with respect to the Business Products in any country or regulatory jurisdiction, any and all Permits, investigational new drug applications or any other authorizations for the Development and study of the Business Products from the applicable Regulatory Authority required for the import, distribution, marketing, use, offering for sale, sale, Development, testing and study (including nonclinical studies and human clinical trials) of the Business Products in such country or jurisdiction in accordance with applicable Laws, but excluding any applicable pricing and reimbursement approvals.

"Regulatory Authority" means any national or supranational Governmental Authority (including the FDA) that has regulatory responsibility and authority in one or more jurisdictions for review and approval of Exploitation of a Business Product.

"Regulatory Documentation" means all (a) Regulatory Filings and other registrations, licenses, authorizations, and approvals of or with Regulatory Authorities (including Regulatory Approvals); (b) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documents with respect thereto, including all regulatory drug lists, advertising and promotion documents, adverse event files, and complaint files; (c) correspondence and documentation with any Regulatory Authority related to orphan drug designation and exclusivity or a foreign equivalent thereof; and (d) Data contained or relied upon in any of the foregoing, in each case, relating to the Exploitation of the Business Products in a particular country or jurisdiction.

"Regulatory Filings" means any and all regulatory applications and/or related documentation submitted on or before the Closing Date, to a Regulatory Authority with respect to the Business Products in connection with the initiation or conduct of clinical studies, and/or to seek Regulatory Approval for the Business Products, including any investigational new drug applications, drug master files, manufacturing master files, New Drug Applications or any supplements thereto.

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"Regulatory Laws" means any Law related to the research, investigation, development, validation, marketing, distribution, storage, shipping, advertising, labeling, promotion, sale, safety, efficacy, or manufacturing of the Business Products, including: (a) applicable federal, state or local laws, rules, regulations, orders, ordinances, codes, statutes, and agency guidance related to Governmental Pricing Programs, as binding on either Party; (b) all health care-related fraud and abuse and patient inducement Laws, including the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the U.S. Civil False Claims Act (31 U.S.C. Section 3729 et seq.), Sections 1320a-7, 1320a-7a, and 1320a-7b of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes; (c) Medicare (Title XVIII of the Social Security Act); (d) Medicaid (Title XIX of the Social Security Act); (e) TRICARE; (f)Veterans Health Care Act of 1992, its implementing regulations, including the Federal Acquisition Regulation ("FAR") / Veterans Affairs Acquisition Regulations ("VAAR") at 48 C.F.R. Chapters 1 and 8; (g) the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Pub. L. No. 108-173); (h) the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h); (i) reporting and disclosure requirements for health care items and services, including any arising under the Medicaid Drug Rebate Program (e.g., Monthly and Quarterly Average Manufacturer Price, Baseline Average Manufacturer Price, and Rebate Per Unit, as applicable), Medicare Part B (Quarterly Average Sales Price), Section 602 of the Veterans Health Care Act (Public Health Service 340B Quarterly Ceiling Price), Section 603 of the Veterans Health Care Act (Quarterly and Annual Non-Federal Average Manufacturer Price and Federal Ceiling Price), Best Price, Federal Supply Schedule Contract Prices and Tricare Retail Pharmacy Refunds, and Medicare Part D, as well as any requirements concerning disclosure of any other company information to the public, customers, prescribers or to state and local agencies under federal, state, or local laws; (j) the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010; (k) the FDCA; (l) the Public Health Service Act (42 U.S.C. § 201 et seq.); (m) the equivalent or analogous state or local laws; and (n) any and all amendments thereto. For clarity, the term "Regulatory Laws" does not include HIPAA.

"Replacement Employee" means any employee of Seller who is not listed on Schedule 1.1G as of the Agreement Date and whom Buyer designates, in accordance with Section 5.7(b), to replace a Business Employee by making a Qualified Offer to such employee.

"Representatives" means, with respect to any Person, the officers, directors, principals, employees, agents, auditors, advisors, bankers, financing sources and other representatives of such Person, in each case, acting in the scope of his, her or its service to such Person.

"Required Antitrust Approvals" means the approvals listed on Schedule 1.1D.

"Restricted Cash" means any cash and cash equivalents of the Seller Parties that, as of immediately prior to the Closing, are (a) designated, or that pursuant to GAAP should be designated, as restricted or otherwise unavailable cash on the balance sheet of any Seller Party, (b) held in escrow or in trust for the benefit of any other Person, (c) held as collateral, security deposit, margin or similar deposit in respect of obligations to any other Person, (d) subject to any contractual, regulatory or legal restriction on the use or distribution thereof (other than customary restrictions under credit agreements that will be released at or prior to the Closing), or (e) subject to withholding Tax or other impediment to repatriation or distribution to the Seller Parties.

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"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002, as amended.

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Seller Equity Awards" means stock options, restricted stock units and all other compensatory equity awards granted to Business Employees with respect to Seller Common Stock, including such equity awards with performance vesting criteria, whether granted under the Seller 2007 Equity Plan, or granted outside of the Seller 2007 Equity Plan as "inducement" equity awards.

"Seller FDA Letters" means the letters, forms and other submissions from the Seller Parties, as applicable, to the FDA or such other instrument as may be necessary to effectuate the transfer of Transferred Regulatory Approvals to Buyer or its designated Affiliate in accordance with this Agreement, each in a form reasonably satisfactory to Buyer, duly executed by the Seller Parties, as applicable.

"Seller Fundamental Representations" means Section 3.1(a) (Organization and Qualification), Section 3.2 (Authority), Section 3.3(a)(i) (No Conflict), Section 3.4(a) (Title to Transferred Assets) and Section 3.21 (Brokers).

"Seller Group" means Seller and any Subsidiary of Seller.

"Seller Indebtedness" means, with respect to any Person, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) amounts owing as deferred purchase price for property or services, including all seller notes and "earn-out" payments, (c) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security, (d) commitments or obligations by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), (e) indebtedness secured by an Encumbrance on assets or properties of such Person, (f) obligations or commitments to repay deposits or other amounts advanced by and owing to third parties, (g) obligations under any interest rate, currency or other hedging agreement, (h) obligations under all capital leases and financing leases (as determined in accordance with GAAP), (i) all accrued but unpaid declared or undeclared dividends or distributions, and (j) guarantees or other contingent liabilities (including so called take-or-pay or keep-well agreements) with respect to any indebtedness, obligation, claim or liability of any other Person of a type described in clauses (a) through (i) above; provided that in no event shall Seller Indebtedness include trade payables and accruals and other current liabilities incurred in the ordinary course of business.

"Seller Material Adverse Effect" means any event, change, occurrence or effect that, individually or in the aggregate, (i) would or would reasonably be expected to prevent, materially delay or materially impair the ability of any Seller Party to consummate the Transactions or (ii) would or would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Business, taken as a whole; provided, in each case, that none of the following shall be deemed, either alone or in combination,

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to constitute or contribute to, and none of the following shall be taken into account in determining whether there is, or would reasonably be expected to be, a Seller Material Adverse Effect: (a) general changes or developments in the industry, markets or territories in which the Business operates, (b) changes in regional, national or international political conditions (including any outbreak or escalation of hostilities, any acts of war or terrorism or any other national or international crisis or emergency, and any escalation or general worsening of any of the foregoing) or in general economic, business, regulatory, technological, political or market conditions or in national or international financial markets, including any disruption of any financial, banking, securities or commodities markets or decline in the price of any security or any market index, (c) any man-made or natural disasters, hurricanes, earthquakes, floods or other natural disasters or any health crisis, public health event, epidemics, pandemics or disease outbreaks, the worsening of any of the foregoing or any governmental or other response or reaction to any of the foregoing, (d) changes after the Agreement Date in any applicable Laws, or applicable accounting regulations or principles or interpretations thereof, (e) the existence, announcement or pendency of this Agreement and the Transactions, including the initiation of litigation by any Person with respect to this Agreement, and including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Business due to the existence, announcement and performance of this Agreement or the identity of the parties to this Agreement, or the performance of this Agreement and the Transactions, including compliance with the covenants set forth herein, (f) any action taken by the Seller Parties which is expressly required to be taken by this Agreement, and (g) the failure of the Business to meet any internal or published projections, clinical trial targets, product pricing or reimbursement levels, estimates, forecasts, budgets, metrics, milestones or expectation of financial or operating performance, but not the underlying causes of such failure unless such underlying causes would otherwise be exempted from this definition (provided that this clause (g) shall not be construed as implying that the Seller Parties are making any representations or warranties regarding any projections, estimates, forecasts, budgets, metrics, milestones or expectation of financial or operating performance); provided that, in the case of clauses (a), (b), (c) and (d), such events, changes, occurrences or effects may be taken into account in determining whether a Seller Material Adverse Effect has occurred to the extent the Business is materially disproportionately affected thereby as compared with other participants in the industry in which the Business operates (in which case only the incremental disproportionate impact or impacts may be taken into account in determining whether a Seller Material Adverse Effect has occurred).

"Seller Stockholder Approval" means the affirmative vote of a majority of the outstanding shares of Seller Common Stock entitled to vote thereon in favor of the adoption of this Agreement and approval of the Transactions.

"Seller Termination Fee" means an amount equal to $4,000,000.

"Specified Employees" means the employees listed on Schedule 1.1H.

"Specified Plan" means the Employee Plan set forth on Schedule 1.1 of the Seller Disclosure Schedules.

"Stock Consideration" means 14,583,333 shares of Buyer Common Stock to be issued to Seller.

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"Straddle Period" means any taxable period beginning on or prior to and ending after the Closing Date.

"Subsidiary" means, with respect to any Person, any other Person of which at least fifty percent (50%) of the outstanding voting securities or other voting equity interests are owned, directly or indirectly, by such first Person.

"Superior Proposal" means a bona fide Acquisition Proposal that if consummated would result in a Person owning, directly or indirectly, (a) more than fifty percent (50%) of the outstanding shares of Seller Common Stock or (b) more than fifty percent (50%) of the consolidated assets of the Seller Group, taken as a whole, in either case, which the Seller Board determines in good faith, after consultation with its outside legal counsel and outside financial advisor, if consummated, would result in a transaction more favorable to Seller's stockholders from a financial point of view than the Asset Sale, taking into account at the time of determination all circumstances deemed relevant by the Seller Board, including as the Seller Board deems relevant various legal, financial, regulatory and financing aspects of the Acquisition Proposal, all the terms and conditions of such Acquisition Proposal and this Agreement, any changes to the terms of this Agreement offered by Buyer in writing in response to such Acquisition Proposal, and the anticipated timing, conditions and the ability of the Person making such Acquisition Proposal to consummate the transactions contemplated by such Acquisition Proposal, and, if such Acquisition Proposal involves the payment of cash consideration (in whole or in part), the financing for which is then fully committed or reasonably determined by the Seller Board to be available.

"Target Net Working Capital" means $102,000,000.

"Tax Action" means any claim, action, suit, complaint, arbitration, audit, investigation, review, assessment, notice of deficiency or other proceeding relating to any Tax or Tax Return by or before any Tax Authority.

"Tax Authority" means any Governmental Authority responsible for the imposition, determination or collection of any Tax or the audit, investigation or review of any Tax Return.

"Tax Return" means any return, declaration, report, statement, information statement and other document filed or required to be filed with any Tax Authority with respect to Taxes.

"Taxes" means any and all taxes of any kind in the nature of a tax (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Tax Authority, including any income, franchise, windfall or other profits, gross receipts, property, capital gains, sales, use, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, net worth taxes, excise tax, withholding tax, ad valorem tax, business tax, transfer tax, stamp tax, estimated tax, surtax or value added tax.

"Termination Measurement Date" means the date that is sixty (60) days following the Closing Date.

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"Transaction Expenses" means, without duplication, to the extent unpaid as of immediately prior to the Closing, any and all third-party fees, costs, expenses, payments and expenditures incurred by any Seller Party in connection with the negotiation, execution and consummation of the Transactions, this Agreement, and any Ancillary Agreement, whether or not billed or accrued, including (a) any fees, costs, expenses, payments and expenditures of legal counsel and accountants, and (b) any fees, costs, expenses, payments and expenditures payable to brokers, finders, financial advisors, investment bankers or similar Persons; provided that, notwithstanding the foregoing, Transaction Expenses shall not include the costs and expenses of the Escrow Agent.

"Transfer Agent" means VStock Transfer, LLC, Buyer's duly appointed transfer agent for the Stock Consideration.

"Transfer Tax" means all transfer and similar Taxes imposed as a result of the Transactions, including documentary, recording, registration, stamp duty, transfer, real estate transfer, sales and use, value added tax, and all penalties, interest and additions thereto.

"Transferred Books and Records" means all Books and Records related to the Business Products that are owned by or in the possession or control of the Seller Parties as of the Closing.

"Transferred Marketing Records" means all Marketing Records related to the Business Products that are owned by the Seller Parties and in the possession or control of the Seller Parties as of the Closing, to the extent transferable in compliance with applicable Laws or Privacy Policies.

"Transferred Regulatory Documentation" means original documents or, to the extent original documents are not reasonably available, copies thereof, in any format in the possession or control of any of the Seller Parties as of the Closing, of all Regulatory Documentation, including documentation evidencing all Transferred Regulatory Approvals.

"WARN Act" means the Worker Adjustment and Retraining Notification Act of 1988 and any analogous Law.

"Working Capital Adjustment" means (a) if the Net Working Capital exceeds the Target Net Working Capital, a positive amount equal to such excess, and (b) if the Target Net Working Capital exceeds the Net Working Capital, a negative amount equal to such shortfall; provided, however, if the excess contemplated by clause (a) or the shortfall contemplated by clause (b) is less than $2,000,000, the Working Capital Adjustment shall be zero; provided, further, if the Net Working Capital equals the Target Net Working Capital, the Working Capital Adjustment shall be zero).

Definition Location

Acceptable Confidentiality Agreement Section 5.3(b)

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Adjustment Escrow Fund Section 2.10(f)(ii)

Agreement Preamble

Agreement Date Preamble

Allocation Dispute Notice Section 6.1(a)

Allocation Exhibit Section 6.1(a)

Alternative Acquisition Agreement Section 5.3(a)(iv)

Alternative Recovery Section 8.5(b)

Anti-Corruption Laws Section 3.9(a)

Arbiter Section 6.1(a)

Asset Sale Recitals

Assumed Contracts Section 2.1(a)

Assumed Liabilities Section 2.3

Assumed Litigation Section 5.22(a)

Assumed Litigation Expenses Section 5.22(c)

Assumed Settlement Agreements Section 5.22(a)

Buyer Preamble

Buyer Balance Sheet Section 4.11(h)

Buyer Common Stock Recitals

Buyer Disclosure Schedules Article IV

Buyer Entity Section 4.1(a)

Buyer Group Section 4.1(a)

Buyer Indemnified Parties Section 8.2

Buyer NDCs Section 5.20(a)

Buyer Party Recitals

Buyer R&W Insurance Policy Section 5.17

Buyer Savings Plan Section 5.7(d)

Buyer SEC Documents Article IV

Buyer Stock Issuance Recitals

Buyer Welfare Benefit Plans Section 5.7(e)(i)

Capitalization Date Section 4.4(a)

Change of Recommendation Section 5.3(d)(i)

Claim Information Section 8.4(a)

Closing Section 2.7(a)

Closing Date Section 2.7(a)

Closing Date Seller Indebtedness Section 2.7(b)(iii)

COBRA Section 5.7(e)(ii)

Competing Business Section 5.12(a)

Contributor Section 3.13(f)

Determination Notice Section 5.3(e)(ii)

Discussion Period Section 6.1(a)

Dispute Notice Section 2.10(b)

DLA Piper Section 10.16

Electronic Data Room Section 10.5

Definition Location

Escrow Agent Section 2.10(f)(i)

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Escrow Agreement Section 2.10(f)(i)

Excess Payment Section 2.10(d)(ii)

Excluded Assets Section 2.2

Excluded Claims Section 2.4(a)

Excluded Entity Section 2.4(g)

Excluded Liabilities Section 2.4

Excluded Regulatory Approvals Section 2.2(m)

Expense Reimbursement Section 9.3(c)(iii)

FCPA Section 3.9(a)

Final Allocation Section 6.1(a)

Financing Source Provisions Section 10.17

Indemnification Ancillary Agreements Section 8.1(a)

Indemnified Party Section 8.4(a)

Indemnifying Party Section 8.4(a)

Intended Tax Treatment Section 6.1(b)

Interim Period Section 5.1(a)(i)

Intervening Event Section 5.3(e)

Legal Privileges and Protection Section 10.16

Legal Restraint Section 7.1(a)

Losses Section 8.2

Material Contract Section 3.17(a)

Materials Section 5.23

NDC Section 5.20(a)

Non-Solicitation Period Section 5.11(a)

Notice Period Section 5.3(e)(ii)

Occurrence-Based Policy Section 5.15

Pre-Closing Occurrence Section 5.15

Pricing Program Obligations Section 5.21(a)

Proposed Allocation Section 6.1(a)

Proxy Statement Section 5.4(a)

Related Person Section 3.20

Remedy Action Section 5.9(b)

Required Filing Section 5.9(a)

Restriction Period Section 5.12(a)

Retained Bank Accounts Section 2.2(b)

Retained Seller Insurance Policies Section 2.2(j)

Royalty Payments Section 2.11(a)

Sanctions Section 3.22

Security Incidents Section 3.13(j)

Seller Preamble

Seller Board Recitals

Seller Board Recommendation Section 3.2

Seller Common Stock Recitals

Seller Disclosure Schedules Article III

Definition Location

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Seller Employee Section 5.11(b)

Seller Financial Information Section 3.5(a)

Seller Governance Agreement Recitals

Seller Indemnified Parties Section 8.3

Seller NDC Products Section 5.21(a)

Seller Party Recitals

Seller Savings Plan Section 5.7(d)

Seller SEC Documents Section 3.5(f)

Seller Systems Section 3.13(j)

Shortfall Payment Section 2.10(d)(i)

Significant Customer Section 3.18(a)

Significant Supplier Section 3.18(a)

Specified Transaction Section 5.9(d)

Stockholder Governance Agreement Recitals

Stockholders Meeting Section 5.5

Tax Purchase Price Section 6.1(a)

Termination Date Section 9.1(b)

Termination Measurement Date Section 1.1

Third-Party Claim Section 8.4(a)

Transaction Consideration Section 2.6(a)

Transaction Litigation Section 5.19

Transactions Recitals

Transferred Assets Section 2.1

Transferred Employees Section 5.7(a)

Transferred Equipment Section 2.1(d)

Transferred Intellectual Property Section 2.1(c)

Transferred Inventory Section 2.1(e)

Transferred Non-Patent Intellectual Property Section 2.1(c)

Transferred Patents Section 2.1(b)

Transferred Regulatory Approvals Section 2.1(f)

Transferred Trademarks Section 5.23

Transition Date Section 5.20(b)

Voting Agreements Recitals

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Notwithstanding anything to the contrary herein, the assumption of the Assumed Liabilities by the Buyer Parties shall not enlarge any rights of third parties under Contracts or arrangements with any Seller Party or Buyer Party, and nothing herein shall prevent any Buyer Party or Seller Party from contesting in good faith any such Liabilities with any third party.

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Except as set forth in (i) the reports, schedules, forms, registration statements, definitive proxy statements and other documents (including exhibits and all information incorporated by reference) filed or furnished by Seller with the SEC or filed or furnished by Seller to the SEC in connection with this Agreement or the Transactions prior to the Agreement Date (excluding, in each case, any disclosures contained under the captions "Risk Factors," "Cautionary Statement," "Quantitative and Qualitative Disclosures About Market Risk" and any other disclosures contained therein to the extent they are predictive, cautionary or forward-looking in nature) or (ii) the corresponding section of the Seller Disclosure Schedules (the "Seller Disclosure Schedules") (giving effect to Section 10.10), Seller hereby represents and warrants to Buyer as of the Agreement Date as follows:

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except, in the case of clause (ii) or (iii), as would not, individually or in the aggregate, have or reasonably be expected to have a Seller Material Adverse Effect.

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Except as set forth in (i) the reports, schedules, forms, registration statements, definitive proxy statements and other documents (including exhibits and all information incorporated by reference) filed or furnished by Buyer with the SEC or filed or furnished by Buyer to the SEC in connection with this Agreement or the Transactions (collectively, the "Buyer SEC Documents") prior to the Agreement Date (excluding, in each case, any disclosures contained under the captions "Risk Factors," "Cautionary Statement," "Quantitative and Qualitative Disclosures About Market Risk" and any other disclosures contained therein to the extent they are predictive, cautionary or forward-looking in nature) or (ii) the corresponding section of the Buyer Disclosure Schedules (collectively, the "Buyer Disclosure Schedules") (giving effect to Section 10.10), Buyer hereby represents and warrants to Seller as of the Agreement Date as follows:

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except, in the case of clause (ii) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have or reasonably be expected to have a Buyer Material Adverse Effect.

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Heron Therapeutics, Inc.

25 Fenton Main Street, Suite 300

Cary, NC 27511

Attention: General Counsel

Email: [***]

with a copy (which shall not constitute notice) to:

DLA Piper LLP (US)
51 John F. Kennedy Parkway, Suite 120

Short Hills, New Jersey 07078-2704
Attention: Andrew P. Gilbert

Jeffrey Scharfstein, P.C.

Carina Meleca

E-mail: [email protected]

[email protected]

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[email protected]

CorMedix Inc.

389 Interpace Pkwy, Suite 450

Parsippany, New Jersey 07054

Attention: Joseph Todisco

Beth Zelnick Kaufman

Email: [***]

[***]

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP

787 7th Avenue

New York, New York 10019

Attention: Jared Fertman

Andrew Marmer

Email: [email protected]

[email protected]

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Section 10.17 Financing Sources. Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, each of the parties hereto, on behalf of itself and its Affiliates and its and their respective Representatives (and, in the case of Seller, on behalf of each Seller Party and the Seller Indemnified Parties), hereby: (a) agrees that none of the Financing Sources or Financing Source Related Parties shall have any liability or obligation (whether in contract, tort, equity or otherwise, and whether at law or in equity) to Seller, any Seller Party or any of their respective Affiliates, equityholders or Representatives relating to or arising out of this Agreement, any Ancillary Agreement, the Debt Financing, the Loan Agreement or any of the transactions contemplated hereby or thereby, or the performance of any services thereunder, and Seller, on behalf of itself and each other Seller Party and their respective Affiliates, equityholders and

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Representatives, hereby waives, releases and agrees not to assert any and all such rights, claims, causes of action and remedies against any Financing Source or Financing Source Related Party; (b) agrees that any claim, action, suit, cause of action or proceeding of any kind or description, whether at law or in equity, whether in contract, tort or otherwise, involving any Financing Source or Financing Source Related Party arising out of or relating to this Agreement, the Debt Financing, the Loan Agreement or any of the transactions contemplated hereby or thereby, or the performance of any services thereunder, shall be subject to the exclusive jurisdiction of any state court of the State of New York sitting in the Borough of Manhattan, New York County, or of the United States District Court for the Southern District of New York (and, in each case, any appellate court thereof), and each party hereto irrevocably submits itself and its property to the exclusive jurisdiction of such courts with respect to any such claim, action, suit, cause of action or proceeding, and agrees that it will not bring or support any such claim, action, suit, cause of action or proceeding in any other court; (c) agrees that any such claim, action, suit, cause of action or proceeding described in clause (b) above shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction (except as otherwise expressly provided in the Loan Agreement); (d) KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, ACTION, SUIT, CAUSE OF ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DEBT FINANCING, THE LOAN AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE PERFORMANCE OF ANY SERVICES THEREUNDER, IN EACH CASE, INVOLVING ANY FINANCING SOURCE OR FINANCING SOURCE RELATED PARTY; (e) agrees that service of process upon Seller or any Seller Party in any such claim, action, suit, cause of action or proceeding shall be effective if notice is given in accordance with Section 10.4; (f) agrees that (i) no Financing Source or Financing Source Related Party shall be subject to any special, consequential, punitive, indirect or exemplary damages, or damages of a tortious nature, in connection with the foregoing, and (ii) none of Seller, any Seller Party or any of their respective Affiliates shall be entitled to seek or obtain specific performance, injunctive relief or any other equitable remedy against any Financing Source or Financing Source Related Party, or to cause Buyer or any of its Affiliates to enforce, or seek to enforce, any of their rights against any Financing Source under the Loan Agreement or otherwise in connection with the Debt Financing; (g) agrees that the Financing Sources and Financing Source Related Parties are express third-party beneficiaries of, and may rely upon and enforce, this Section 10.17, Section 9.2 (solely to the extent relating to this Section 10.17), Section 10.2, Section 10.3, Section 10.7, Section 10.11 and Section 10.12, in each case, solely to the extent relating to the Financing Sources or Financing Source Related Parties, and the related definitions (collectively, the "Financing Source Provisions"); and (h) agrees that the Financing Source Provisions (and any other provision of this Agreement to the extent an amendment, waiver or other modification of such provision would modify the substance of any Financing Source Provision) may not be amended, waived, supplemented or otherwise modified in any manner adverse to any Financing Source or Financing Source Related Party without the prior written consent of the collateral agent under the Loan Agreement (acting at the direction of the requisite lenders thereunder). Notwithstanding the foregoing, nothing in this Section 10.17 shall (x) limit or modify the rights and obligations of Buyer or any of its Affiliates under the Loan Agreement or any other agreement with any Financing

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Source, or the rights of any Financing Source against Buyer or any of its Affiliates thereunder, or (y) limit any party's rights or remedies against Buyer under this Agreement.

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IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

CORMEDIX INC.

By: /s/ Joseph Todisco
Name: Joseph Todisco
Title: Chief Executive Officer

[Signature Page to Asset Purchase Agreement]

IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

HERON THERAPEUTICS, INC.

By: /s/ Craig Collard
Name: Craig Collard
Title: Chief Executive Officer

[Signature Page to Asset Purchase Agreement]

SCHEDULE 1.1J

1. DEFINITIONS

Section 1.1 Certain Defined Terms. Capitalized terms used but not defined in this Schedule 1.1J have the meanings given to them in the Asset Purchase Agreement to which this Schedule 1.1J is attached (the "Agreement").

"Buyer Rights Chain Group" means, collectively, (a) Buyer and its Affiliates, (b) any Person to which Buyer or any of its Affiliates directly or indirectly licenses, sublicenses or otherwise grants rights to develop, manufacture, commercialize, distribute or sell any Business Product (including through co-promotion or distribution arrangements), (c) any Royalty Product Purchaser and (d) any successor or assign of any of the foregoing with respect to its interest in any Business Product.

"Earn-Out Event" means each of the First Earn-Out Event and the Second Earn-Out Event, as described in Section 3.1.

"Earn-Out Payment" means each payment payable upon the achievement of an Earn-Out Event.

"Earn-Out Product" means the Business Product marketed as ZYNRELEF® (bupivacaine and meloxicam extended-release solution), including all formulations, dosages, strengths and forms of administration thereof.

"Exchange Cap" means the maximum number of shares of Buyer Common Stock that may be issued pursuant to the Agreement and this Schedule 1.1J (including the Stock Consideration and any Earn-Out Shares) without exceeding nineteen and nine-tenths percent (19.9%) of the total issued and outstanding shares of Buyer Common Stock as of the Closing, or such lesser number as would require approval of Buyer's stockholders under the applicable rules of Nasdaq.

"Net Sales" means, with respect to any Business Product, the gross amount invoiced, billed or otherwise recorded for sales or other dispositions of such Business Product by or on behalf of any member of the Buyer Rights Chain Group to a third party, less the following amounts, in each case to the extent actually incurred, allowed, paid or accrued by the applicable member of the Buyer Rights Chain Group with respect to such Business Product, determined in accordance with GAAP, consistently applied, and not otherwise recovered by or reimbursed to such member:

(a) reasonable and customary rebates, chargebacks, quantity and other discounts, credits and allowances and other price reductions granted, allowed, incurred or paid, in each case insofar as applied to sales of such Business Product;

(b) reasonable and customary credits, adjustments and allowances granted on account of price adjustments, billing errors, damaged goods and the rejection, return or recall of such Business Product;

(c) reasonable and customary freight, shipping and insurance costs incurred with respect to the shipment of such Business Product to customers, in each case to the extent included in the gross amount invoiced;

(d) sales, use, value-added, and excise taxes, in each case that the applicable member of the Buyer Rights Chain Group allocates to sales of such Business Product in accordance with its standard policies and procedures consistently applied across its products, and in each case to the extent not paid by a third party; and

(e) amounts actually written off as uncollectible with respect to sales of such Business Product; provided that if any such amount is thereafter paid, the corresponding amount shall be added to the Net Sales of the period during which it is paid.

No other deduction shall be taken in determining Net Sales, and no amount shall be deducted more than once. For clarity, Net Sales shall not include sales or dispositions of any Business Product between or among members of the Buyer Rights Chain Group; provided that any subsequent sale or disposition of such Business Product by a member of the Buyer Rights Chain Group to a third party shall be included in the calculation of Net Sales. Amounts invoiced in a currency other than U.S. dollars shall be converted into U.S. dollars at rates of exchange determined in a manner consistent with Buyer's method for calculating rates of exchange in the preparation of its annual financial statements in accordance with GAAP, consistently applied.

"Promote" means, with respect to any product, direct communication (whether in person, telephonically or via written communication) with healthcare professionals for the purposes of causing such product to be prescribed for treatment of patients. For the avoidance of doubt, commercialization of any product shall not, in itself, be deemed to be Promotion of such product.

"Royalty Products" means (a) the Business Products marketed as CINVANTI® (aprepitant injectable emulsion) and SUSTOL® (granisetron extended-release injection) and [***].

"Royalty Rate" means five percent (5.0%).

"Royalty Threshold" means twenty-five million U.S. dollars ($25,000,000).

"Royalty Year" means each of the calendar years ending December 31, 2027, December 31, 2028 and December 31, 2029.

"VWAP Price" means the arithmetic average of the volume weighted average price per share of Buyer Common Stock on Nasdaq (as reported by Bloomberg Finance L.P. or, if not reported thereby, another authoritative source mutually agreed by Buyer and Seller) for each of the five (5) consecutive Trading Days ending on (and including) the Trading Day immediately prior to the earlier of (a) the date on which the applicable Earn-Out Statement is delivered pursuant to Section 3.3 and (b) the date on which such Earn-Out Statement is required to be delivered pursuant to Section 3.3; provided that if a Stock Event occurs during such period or after such period but prior to the issuance of the applicable Earn-Out Shares, the VWAP Price shall be equitably adjusted to reflect such Stock Event. "Trading Day" means any day on which Nasdaq

Schedule 1.1J - Page 4

is open for trading, and "Stock Event" means any stock split, reverse stock split, combination, reclassification, stock dividend, recapitalization or similar transaction affecting the Buyer Common Stock.

Section 1.2 Determination of Net Sales. Net Sales shall be determined in accordance with the definition thereof and, to the extent not inconsistent therewith, Buyer's accounting policies used in preparing its consolidated financial statements filed with the SEC (or, if Buyer is not then a reporting company, its audited consolidated financial statements); in the event of any conflict, the definition of Net Sales shall control. Sales between or among members of the Buyer Rights Chain Group shall be disregarded, and Net Sales shall be determined only on the subsequent sale to a third party. Net Sales of the Royalty Products shall be aggregated for purposes of Section 2. No amount shall be counted more than once in calculating Net Sales, and any GAAP true-up of estimates made in a later period shall be reflected in the period in which such true-up is recorded. Deductions taken in calculating Net Sales shall be determined in accordance with Buyer's usual and customary accounting methods, consistently applied across its product portfolio, and shall be fairly and equitably allocated such that the Business Products do not bear a disproportionate portion of any deduction allocable across multiple products.

2. ROYALTY PAYMENTS

Section 2.1 Royalty Payments. Subject to the terms and conditions of the Agreement and this Schedule 1.1J, in respect of each Royalty Year, Buyer shall pay, or cause to be paid, to Seller an amount in cash (each, a "Royalty Payment") equal to the product of (a) the Royalty Rate multiplied by (b) the amount, if any, by which the aggregate Net Sales of all Royalty Products during such Royalty Year exceed the Royalty Threshold. If aggregate Net Sales of the Royalty Products for a Royalty Year are equal to or less than the Royalty Threshold, no Royalty Payment shall be payable in respect of such Royalty Year. Notwithstanding the foregoing, no Royalty Payment shall be due and payable to Seller in respect of any Net Sales occurring prior to the Closing; provided that, for the avoidance of doubt, Net Sales occurring during the Royalty Year but prior to the Closing shall be included for purposes of determining whether the Royalty Threshold has been exceeded.

Section 2.2 Royalty Reports and Payment. Within the earlier of (a) one (1) Business Day following the filing with the SEC by Buyer of its Annual Report on Form 10-K for the fiscal year that includes a Royalty Year and (b) ninety (90) days following the end of such Royalty Year, Buyer shall deliver to Seller a written report (each, a "Royalty Report") setting forth in reasonable detail (i) the gross sales and the Net Sales of each Royalty Product during such Royalty Year, together with an itemized calculation of the deductions taken in determining Net Sales, (ii) the aggregate Net Sales of all Royalty Products during such Royalty Year, and (iii) Buyer's calculation of the Royalty Payment, if any, in respect of such Royalty Year. Within thirty (30) days after receipt of any Royalty Report, Seller may request one (1) meeting (by telephone or videoconference) per calendar year with the Chief Executive Officer or Chief Financial Officer of Buyer or, at their election, one or more representatives of Buyer having direct knowledge of the commercialization and sale of the Business Products, for the purpose of inquiring about the contents of such report, and Buyer shall schedule such meeting within thirty (30) days of Seller's request. Buyer shall pay the Royalty Payment set forth in the Royalty Report concurrently with delivery of such Royalty Report, and any additional amount finally determined to be payable

Schedule 1.1J - Page 5

pursuant to Section 5 in accordance therewith. Any Royalty Payment (or portion thereof) that is not paid when due in accordance with this Section 2.2 shall accrue interest, from the date such payment was due until the date such payment is made, at a rate equal to the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made plus two percent (2%) per annum from the date originally due until paid, calculated on the total number of days payment is delinquent.

Section 2.3 Disclosure. Seller acknowledges that Royalty Reports, Earn-Out Statements and any information made available pursuant to Section 5 may contain material non-public information regarding Buyer, and Seller shall hold such information in confidence in accordance with Section 5.8 (Confidentiality) of the Agreement and shall comply with applicable securities Laws with respect thereto. Buyer shall not be required to deliver any Royalty Report or Earn-Out Statement prior to the public filing of the corresponding Buyer financial statements.

3. EARN-OUT PAYMENTS

Section 3.1 Earn-Out Events and Payments. Subject to the terms and conditions of the Agreement and this Schedule 1.1J and subject to and, if applicable, payable in accordance with Section 3.4:

(a) if the Net Sales of the Earn-Out Product for the calendar year ending December 31, 2028 equal or exceed sixty-five million U.S. dollars ($65,000,000) (the "First Earn-Out Event"), Buyer shall pay, or cause to be paid, to Seller a one-time payment of twenty-five million U.S. dollars ($25,000,000) (the "First Earn-Out Payment"); and

(b) if the Net Sales of the Earn-Out Product for the calendar year ending December 31, 2028 equal or exceed ninety-five million U.S. dollars ($95,000,000) (the "Second Earn-Out Event"), Buyer shall pay, or cause to be paid, to Seller a one-time payment of thirty million U.S. dollars ($30,000,000) (the "Second Earn-Out Payment"), which shall be in addition to the First Earn-Out Payment. For clarity, if the Net Sales of the Earn-Out Product for the calendar year ending December 31, 2028 equal or exceed ninety-five million U.S. dollars ($95,000,000), Earn-Out Payments totaling fifty-five million U.S. dollars ($55,000,000) shall be paid to Seller.

Section 3.2 Single Measurement Period; Maximum Amount. Each Earn-Out Payment shall be payable, if at all, only once and only in respect of Net Sales of the Earn-Out Product during the calendar year ending December 31, 2028. There shall be no partial, pro rata or interpolated payment if Net Sales fall between or below the thresholds set forth in Section 3.1, and no Earn-Out Payment shall be payable based on Net Sales in any other period. In no event shall the aggregate Earn-Out Payments exceed fifty-five million U.S. dollars ($55,000,000).

Section 3.3 Earn-Out Statement. Within the earlier of (a) one (1) Business Day following the filing with the SEC by Buyer of its Annual Report on Form 10-K for fiscal year 2028 and (b) April 2, 2029, Buyer shall deliver to Seller a written statement (the "Earn-Out Statement") setting forth in reasonable detail the gross sales and the Net Sales of the Earn-Out Product for the calendar year ending December 31, 2028, an itemized calculation of the deductions taken in determining such Net Sales, and whether each Earn-Out Event has been achieved. The Earn-Out

Schedule 1.1J - Page 6

Statement may be combined with the Royalty Report for the Royalty Year ending December 31, 2028.

Section 3.4 Form of Payment. Each Earn-Out Payment that becomes payable shall be paid, at Buyer's election in its sole discretion (which election shall be set forth in the Earn-Out Statement), (a) in cash by wire transfer of immediately available funds to the account designated in writing by Seller to Buyer not less than five (5) Business Days prior to the applicable payment date, (b) in shares of Buyer Common Stock ("Earn-Out Shares"), or (c) in any combination of cash and Earn-Out Shares. For purposes of the foregoing, (i) the number of Earn-Out Shares to be issued shall equal the dollar amount of the Earn-Out Payment elected to be paid in Earn-Out Shares divided by the VWAP Price, rounded down to the nearest whole share, with cash paid in lieu of any fractional share; and (ii) in no event shall Buyer issue Earn-Out Shares to the extent that such issuance, together with all other shares of Buyer Common Stock issued pursuant to the Agreement and this Schedule 1.1J, would exceed the Exchange Cap, and any portion of an Earn-Out Payment that would otherwise be paid in Earn-Out Shares in excess of the Exchange Cap shall instead be paid in cash.

Section 3.5 Payment Timing; Share Issuance. Each Earn-Out Payment, to the extent payable, shall be paid (in cash or shares, as applicable) as soon as reasonably practicable and in no event later than ten (10) days after the Earn-Out Statement becomes final and binding pursuant to Section 5. Earn-Out Shares shall be issued by book-entry issuance through the Transfer Agent, shall be duly authorized, validly issued, fully paid and non-assessable, shall constitute "Registrable Securities" (or the equivalent term) under the Registration Rights Agreement, and shall be subject to the Seller Governance Agreement to the same extent as the Seller Stock Consideration (as if such Earn-Out Shares were issued on the Closing Date). Any Earn-Out Payment (or portion thereof) that is not paid when due in accordance with this Section 3.5 shall accrue interest, from the date such payment was due until the date such payment is made, at a rate equal to the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made plus two percent (2%) per annum from the date originally due until paid, calculated on the total number of days payment is delinquent, and such accrued interest shall be paid together with, and in the same manner as, the related Earn-Out Payment.

4. OPERATION OF THE BUSINESS

Section 4.1 Buyer Discretion. From and after the Closing, subject to Section 4.2 and Section 4.3, Buyer shall have the sole and exclusive right to make all decisions regarding the marketing, promotion, pricing, distribution, and commercialization of the Business Products, including the right to determine in its sole discretion the markets in which to commercialize the Business Products, the resources allocated thereto, and the terms and conditions of any contracts entered into in connection therewith. Subject to Section 4.2 and Section 4.3, no provision of this Section 4.1 or the Agreement or any related agreement shall be construed to limit Buyer's operational control over the Business Products.

Section 4.2 Marketing Efforts. From the Closing until the date of payment of the final Royalty Payment and the final Earn-Out Payment, as applicable, Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to achieve the Milestones for the Royalty Products and the Earn-Out Product, including by allocating appropriate personnel, funding and

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other resources thereto. Seller acknowledges and agrees that (a) except as expressly provided in the first sentence of this Section 4.2 and in Section 4.3, neither Buyer nor any of its Affiliates has any obligation to use any higher level of efforts (including "diligent efforts," "best efforts" or any similar standard) to achieve any Earn-Out Event, to generate any level of Net Sales or otherwise to cause any Royalty Payment or Earn-Out Payment to become payable; (b) subject to the first and last sentences of this Section 4.2 and to Section 4.3, Buyer and its Affiliates may (i) operate their respective businesses, including the Business Products, in their sole discretion and in their own best interests, and (ii) develop, acquire, in-license or commercialize products that compete with the Business Products, and (c) there is no assurance that any Royalty Payment or Earn-Out Payment will become payable. Notwithstanding subsection (b), from the Closing until the earlier of (A) the date on which the final Earn-Out Payment (if any) is paid or the Earn-Out Statement becomes final and binding reflecting that no Earn-Out Payment is payable and (B) December 31, 2028, Buyer shall not, and shall cause its Affiliates not to, Promote in the United States any non-opioid product indicated for the management of post-surgical pain, other than the Earn-Out Product; provided that such restriction on Promotion shall not apply to any non-opioid pain drug that can be Promoted for use in combination or concurrent administration with the Earn-Out Product, or for post-operative conditions in which the Earn-Out Product is not indicated.

Section 4.3 Bad Faith. Notwithstanding Section 4.1 and Section 4.2, Buyer covenants and agrees that it shall not take any action, or fail to take any action, whose primary purpose is to avoid the achievement of the Milestones or the payment of the Royalty Payments and Earn-Out Payments.

Section 4.4 Progress Reporting; Access. From the Closing until December 31, 2029, within fourteen (14) days after the filing with the SEC of Buyer's Quarterly Report on Form 10-Q for each of the first three (3) calendar quarters of each calendar year (or, if Buyer is not then a reporting company, within sixty (60) days after the end of each such calendar quarter), Buyer shall, and shall cause the other members of the Buyer Rights Chain Group to provide to Buyer such information as is necessary to permit Buyer to, deliver to Seller a written report setting forth the Net Sales of each Royalty Product and the Earn-Out Product for such calendar quarter and for the year-to-date period, together with, for each month in such calendar quarter and for each Royalty Product and the Earn-Out Product, by NDC (SKU), at least (a) the unit volume sold and (b) the net selling price per unit. Such reports are provided for informational purposes only, shall not constitute Payment Statements and shall not be subject to Section 5. The fourth calendar quarter shall be addressed solely in the applicable Royalty Report or Earn-Out Statement.

5. DISPUTE RESOLUTION FOR ROYALTY AND EARN-OUT PAYMENTS

Section 5.1 Payment Dispute Notice.

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Section 5.2 Negotiation. If Seller timely delivers a Payment Dispute Notice, Buyer and Seller shall use commercially reasonable efforts to resolve such disputed items within thirty (30) days following Buyer's receipt of such Payment Dispute Notice. If Buyer and Seller resolve all disputed items, the Payment Statement, as modified to reflect such resolution, shall be final and binding on the parties for all purposes hereunder.

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Section 5.3 Independent Expert. If Buyer and Seller are unable to resolve all disputed items within thirty (30) days following Buyer's receipt of the Payment Dispute Notice, either party may submit any unresolved disputed items to the Independent Expert for resolution. The Independent Expert shall act as an expert and not as an arbitrator and shall determine, based solely on written submissions by Buyer and Seller (each to be submitted within ten (10) days of the submission of the dispute to the Independent Expert, and each party may deliver one written reply to the other party's submission within ten (10) days after receipt thereof), and not by independent review, only those items remaining in dispute and shall render a written decision as to the disputed items and the resulting Net Sales, Royalty Payment or Earn-Out Payment, as applicable, as promptly as reasonably practicable, but in no event later than thirty (30) days after receipt of both parties' final submissions. The Independent Expert may request in writing such additional information as it reasonably requires, and Buyer shall, and shall cause its Affiliates to, provide such information within ten (10) Business Days after such request. Neither Buyer nor Seller (nor any of their respective Affiliates or Representatives) shall have any ex parte communications or meetings with the Independent Expert regarding the subject matter of the dispute without the prior written consent of the other party; provided that the foregoing shall not restrict (x) communications relating solely to the engagement, scheduling or other administrative matters, or (y) any party's response to a written request for information from the Independent Expert, so long as a copy of any written communication delivered to the Independent Expert is concurrently delivered to the other party and the other party is given a reasonable opportunity to participate in any oral communication. The Independent Expert's decision shall (i) be based solely on the definitions and other applicable terms of the Agreement and this Schedule 1.1J (including, in the case of Net Sales, GAAP, consistently applied), (ii) not assign a value to any item in dispute greater than the highest value claimed for such item or less than the lowest value claimed for such item, and (iii) be final and binding on the parties for all purposes hereunder, absent fraud or manifest error. All fees and expenses of the Independent Expert shall be borne on a proportional basis by Buyer, on the one hand, and Seller, on the other hand, based on the percentage that the portion of the contested amount not awarded in favor of such party bears to the amount actually contested by such party. For example, if Buyer's calculations would have resulted in a $100,000 net payment to Buyer, and Seller's calculations would have resulted in a $100,000 net payment to Seller, and the Independent Expert's final determination results in an aggregate payment of $50,000 to Seller, then Buyer and Seller would bear 75% and 25%, respectively, of such fees and expenses. The provisions of Sections 5.1 through 5.3 shall apply mutatis mutandis to any dispute by Buyer of the findings of an audit conducted under Section 5.1(b), with references to Seller, the Payment Statement and the Payment Dispute Notice being read as references to Buyer, the accountant's report and Buyer's written notice of dispute, respectively.

Section 5.4 Payment Following Resolution; Interest. Any underpayment finally determined pursuant to Section 5 shall be paid by Buyer to Seller within fifteen (15) Business Days after such determination. Any overpayment so determined shall, at Buyer's election, be repaid by Seller to Buyer within fifteen (15) Business Days after such determination or credited against any future payments owing to Seller under this Schedule 1.1J. Any amount not paid when due (including any amount finally determined pursuant to Section 5 to have been payable on an earlier date) shall bear simple interest at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made plus two percent (2%) per annum from the date originally due until paid.

Schedule 1.1J - Page 10

Section 5.5 Exclusive Remedy. The procedures set forth in this Section 5 shall be the sole and exclusive method for resolving any dispute regarding the calculation of Net Sales or the amount of any Royalty Payment or Earn-Out Payment; provided that any dispute as to whether Buyer has breached Section 4.2 or Section 4.3, and any action to enforce a final determination of the Independent Expert, shall be resolved in accordance with Section 10.8 (Governing Law; Jurisdiction) of the Agreement.

6. GENERAL

Section 6.1 Nature of Rights. The right of Seller to receive the Royalty Payments and the Earn-Out Payments (a) is solely a contractual right and is not a security for purposes of any federal or state securities Laws, (b) will not be evidenced by any certificate or other instrument, (c) does not represent any equity or ownership interest in Buyer or any of its Affiliates or in the Business Products, (d) is an unsecured obligation of Buyer, and (e) may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of, in whole or in part, by Seller (other than by operation of Law or to a successor to all or substantially all of the assets of Seller) without the prior written consent of Buyer, and any purported transfer in violation of this Section 6.1 shall be null and void ab initio.

Section 6.2 Withholding. Buyer shall be entitled to deduct and withhold from any amount payable under this Schedule 1.1J such amounts as are required to be deducted and withheld under applicable Tax Law, in accordance with Section 2.8 (Withholding) of the Agreement.

Section 6.3 Set-Off. Buyer shall be entitled to set off against any Royalty Payment or Earn-Out Payment otherwise payable to Seller (a) any amount finally determined to be owed by Seller to Buyer pursuant to the purchase price adjustment provisions of the Agreement, (b) any overpayment finally determined pursuant to Section 5, and (c) any other amount finally determined to be owed by Seller to Buyer or any Buyer Indemnified Party under the Agreement or any Ancillary Agreement, in each case of clauses (a), (b) and (c), solely to the extent such amount is then due and payable and is not the subject of a good faith dispute.

Section 6.4 Incorporation. This Schedule 1.1J forms part of, and shall be construed in accordance with, the Agreement, and Article X (General Provisions) of the Agreement (including provisions regarding notices, governing law, jurisdiction, waiver of jury trial, specific performance, amendment and waiver, and interpretation) shall apply to this Schedule 1.1J mutatis mutandis. In the event of any conflict between this Schedule 1.1J and the body of the Agreement with respect to the Royalty Payments or the Earn-Out Payments, this Schedule 1.1J shall control.

Section 6.5 Transfer of the Obligation; Divestment.

Schedule 1.1J - Page 11

Schedule 1.1J - Page 12

Schedule 1.1J - Page 13

Exhibit 4.1

AMENDMENT NO. 2 TO

TAX BENEFIT PRESERVATION PLAN

This Amendment No. 2 to Tax Benefit Preservation Plan (this "Amendment") is dated as of November 8, 2026 (the "Effective Date"), and amends that certain Tax Benefit Preservation Plan, dated as of August 14, 2025, as amended by Amendment No. 1 to Tax Benefit Preservation Plan, dated as of August 13, 2026 (collectively, the "Plan"), by and between Heron Therapeutics, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the "Rights Agent"). Capitalized terms used in this Amendment and not otherwise defined have the meanings given to them in the Plan.

RECITALS

AGREEMENT

The parties hereto therefore agree as follows:

Section 1. Amendment of the Plan.

The second sentence of Section 1.1 of the Plan is hereby amended and restated in its entirety as follows:

"Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as a result of (i) an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by such Person to 4.99% or more of the Common Stock then outstanding, provided, however, that if a Person shall become the Beneficial Owner of 4.99% or more

of the Common Stock then outstanding solely by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of one or more additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock in Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), then such Person shall be deemed to be an "Acquiring Person" unless, upon becoming the Beneficial Owner of such additional Common Stock, such Person does not Beneficially Own 4.99% or more of the Common Stock then outstanding, (ii) the acquisition of Common Stock upon the exercise of any options, warrants or other rights, or upon the initial grant or vesting of restricted stock, in each case, granted by the Company to its directors or officers, (iii) the acquisition of Common Stock upon the issuance, or exercise of any options, warrants or other rights, or upon the conversion of convertible notes, convertible preferred stock, or other convertible securities, pursuant to agreements or transactions entered into and executed by the Company prior to the date of the Plan, or (iv) an agreement executed by the Company and approved by the Board, prior to such Person becoming an Acquiring Person, expressly for purposes of this clause (iv), pursuant to which a Person has the right to acquire, vote or dispose, or to direct the voting or the disposition of, or otherwise Beneficially Own, Common Stock, notwithstanding of Section 1.3.2 of this Plan."

Clause (iii) of Section 7.1 of the Plan is hereby amended and restated in its entirety as follows:

"(iii) the time at which the Board approves the termination of this Plan and the Rights in connection with the closing of any merger, acquisition or other transaction involving the Company pursuant to an agreement of the type described in Section 13.3, at which time the Rights are deemed terminated,".

Section 13.3 of the Plan is hereby amended and restated in its entirety as follows:

"13.3. Approved Transactions. Notwithstanding anything contained herein to the contrary, upon the consummation of any merger, acquisition, or other transaction of the type described in clause (A), (B) or (C) of Section 13.1 involving the Company pursuant to an agreement in connection with a merger, acquisition or other transaction between the Company and any Person, which agreement has been approved by the Board prior to any Person becoming an Acquiring Person, this Plan and the rights of holders of Rights hereunder shall be terminated in accordance with Section 7.1 only if the Board approves such termination, and absent such approval, this Plan shall continue in full force and effect following such consummation."

Section 2. No Other Amendment; Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Plan and the exhibits thereto remain in full force and effect in all respects without any modification. This Amendment will be deemed an amendment to the Plan and will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment, on the one hand, and the Plan and the exhibits thereto, on the other hand, the provisions of this Amendment will govern.

Section 3. Further Assurances. Each of the parties hereto will reasonably cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Plan and the transactions contemplated hereunder and thereunder.

Section 4. Miscellaneous. Section 26, Section 32, Section 33 and Section 34 of the Plan apply to this Amendment, mutatis mutandis.

[Signature page follows.]

The parties hereto are signing this Amendment on the Effective Date.

Exhibit 10.1

FORM OF VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement (this "Agreement") is made and entered into as of November 8, 2026 (the "Agreement Date"), by and among CorMedix Inc., a Delaware corporation ("Buyer"), Heron Therapeutics, Inc., a Delaware corporation ("Seller"), and the undersigned stockholder of Seller (the "Stockholder"). Each of Buyer, Seller and the Stockholder is sometimes referred to herein as a "Party." Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

RECITALS

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered on the date and year first above written.

[Signature Page - Voting and Support Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered on the date and year first above written.

[Signature Page - Voting and Support Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered on the date and year first above written.

[Signature Page - Voting and Support Agreement]

Schedule A

Exhibit 10.2

GOVERNANCE AGREEMENT

This Governance Agreement, dated as of November 8, 2026 (this "Agreement"), is by and between CorMedix Inc., a Delaware corporation (the "Company"), and Heron Therapeutics, Inc., a Delaware corporation ("Heron").

WHEREAS, the Company and Heron are, concurrently with the execution and delivery of this Agreement, entering into that certain Asset Purchase Agreement, dated as of the date hereof (as it may be amended from time to time, the "Purchase Agreement"), pursuant to which, among other things, the Company will issue to Heron at the Closing (as defined in the Purchase Agreement) the Seller Stock Consideration (as defined in the Purchase Agreement), consisting of shares of common stock of the Company, par value $0.001 per share (the "Common Stock");

WHEREAS, as a condition and inducement to the willingness of the Company to enter into the Purchase Agreement, Heron has agreed to enter into this Agreement, which shall become effective as of, and contingent upon, the Closing; and

WHEREAS, the Company and Heron have mutually determined to reflect their agreements on matters relating to the representation of Heron on the Company's Board of Directors (the "Board"), the voting and disposition of the Voting Securities (as defined below) held by Heron and its Affiliates and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

As used in this Agreement:

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Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

CORMEDIX INC.

By: _/s/ Joseph Todisco____________

Name: Joseph Todisco

Title: Chief Executive Officer

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

HERON THERAPEUTICS, INC.

By: _/s/ Craig Collard_____________

Name: Craig Collard

Title: Chief Executive Officer

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SCHEDULE A

NOTICE INFORMATION

If to the Company: CorMedix Inc., 389 Interpace Pkwy, Suite 450, Parsippany, New Jersey 07054, Attention: Joseph Todisco; Beth Zelnick Kaufman, Email: [***]; [***]

With a copy to (which shall not constitute notice): Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Jared Fertman; Andrew Marmer, Email: [email protected]; [email protected]

If to Heron: 25 Fenton Main Street, Suite 300, Cary, NC 27511, Attention: General Counsel, Email: [***]

With a copy to (which shall not constitute notice): DLA Piper LLP (US), 51 John F. Kennedy Parkway, Suite 120, Short Hills, New Jersey 07078-2704, Attention: Andrew P. Gilbert; Jeffrey Scharfstein, P.C.; Carina Meleca, Email: [email protected]; [email protected]; [email protected]

Exhibit 10.3

FORM OF REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [•], by and among CorMedix Inc., a Delaware corporation (the "Company"), Heron Therapeutics, Inc., a Delaware corporation ("Heron" or the "Initial Holder"), Rubric Capital Management LP, a Delaware limited partnership ("Rubric"), and each other Holder (as defined below) from time to time signatory hereto.

WHEREAS:

A. In accordance with the Asset Purchase Agreement, dated as of November 8, 2026 (as the same may be amended, restated, amended and restated or otherwise modified from time to time, the "Asset Purchase Agreement"), by and between the Company and Heron, the Company issued (or will issue, by book-entry credit through the Company's transfer agent) to the Initial Holder an aggregate of 14,583,333 shares (consisting of the Stock Consideration issued to Heron) (the "APA Shares") of the common stock, par value $0.001 per share ("Common Stock"), of the Company.

B. In connection with the Asset Purchase Agreement, Heron will transfer to Rubric, in accordance with the terms of that certain Exchange Agreement, dated as of November 8, 2026 (the "Exchange Agreement"), by and between Heron and Rubric, such number of shares of the Stock Consideration as set forth in the Exchange Agreement, consisting of shares of Common Stock, in full satisfaction and discharge of all indebtedness and other obligations owed by Heron and any other Seller Party to Rubric (the "Rubric Stock Consideration"), including under that certain Note Purchase Agreement, dated as of August 8, 2025, by and among Heron, the purchasers from time to time party thereto (the "Purchasers") and Rubric, as agent for the Purchasers (as it may be amended from time to time).

C. In order to induce Heron to enter into the Asset Purchase Agreement and Rubric to deliver the Rubric Payoff Letter (as defined in the Exchange Agreement) and accept the Rubric Stock Consideration in full satisfaction of the Rubric Payoff, and as a condition to the consummation of the transactions contemplated by the Asset Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"), and applicable state securities laws.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Initial Holder and Rubric hereby agree as follows:

1. DEFINITIONS.

a. As used in this Agreement, the following terms shall have the following meanings (all capitalized terms used and not otherwise defined herein having the respective meanings set forth in the Asset Purchase Agreement):

(i) "Additional Filing Deadline" means, with respect to any Registration Statements that may be required pursuant to Section 2(a)(ii), (A) the thirtieth (30th) day following the first date on which such Registrable Securities may then be included in a Registration Statement if such Registration Statement is required to be filed because the United States Securities and Exchange Commission (the "SEC") shall have notified the Company in writing that certain Registrable Securities were not eligible for inclusion in a previously filed Registration Statement, or (B) if such additional Registration Statement is required for a reason other than as described in (A) above, the thirtieth (30th) day following the date on which the Company first knows that such additional Registration Statement is required.

(ii) "Applicable Securities Laws" means all applicable securities laws in all jurisdictions relevant to the Company, the Company's securities or the issuance of securities of the Company pursuant to the terms of this Agreement, including but not limited to, the Securities Act, the Exchange Act, and the rules, regulations and policies of the SEC and the Nasdaq Global Market.

(iii) "Business Day" means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York, New York are authorized or obligated by law or executive order to close; provided, however, for clarification, banking institutions shall not be deemed to be authorized or obligated by law or executive order to remain closed so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the city of New York, New York generally are open for use by customers on such day.

(iv) "Closing Date" means the date of closing of the transactions contemplated under the Asset Purchase Agreement.

(v) "Exchange Act" means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder, and any successor statute.

(vi) "Filing Deadline" for the Registration Statement required pursuant to Section 2(a)(i), means the ninetieth (90th) calendar day following the Closing Date (the "Initial Filing Deadline"), and for each Registration Statement required pursuant to Section 2(a)(ii) means the Additional Filing Deadline.

(vii) "FINRA" means the Financial Industry Regulatory Authority, Inc. (or successor thereto).

(viii) "Holder" means the Initial Holder, Rubric and any transferee or assignee who agrees in writing to become bound by the provisions of this Agreement in accordance with Section 13(f) hereof.

(ix) "Lock-Up" has the meaning set forth in (a) the Seller Governance Agreement, dated as of November 8, 2026, by and between the Company and Heron; and (b) the Stockholder Governance Agreement, dated as of November 8, 2026, by and between the Company and Rubric (collectively, the "Governance Agreements").

(x) "Lock-Up Period" has the meaning set forth in the Governance Agreements.

(xi) "Person" means and includes any natural person, partnership, joint venture, corporation, trust, limited liability company, limited company, joint stock company, unincorporated organization, government entity or any political subdivision or agency thereof, or any other entity.

(xii) "Prospectus" means (i) any prospectus (preliminary or final) included in any Registration Statement, as may be amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference in such prospectus, and (ii) any "free writing prospectus" as defined in Rule 405 under the Securities Act relating to any offering of Registrable Securities pursuant to a Registration Statement.

(xiii) "Register," "Registered," and "Registration" refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415, and such Registration Statement becoming effective under the Securities Act (to the extent required, by declaration or ordering of effectiveness, of such Registration Statement by the SEC).

(xiv) "Registrable Securities" means (a) the APA Shares and (b) any securities issued or issuable upon any stock split, dividend, distribution, recapitalization, reorganization, reclassification or similar event with respect to any of the foregoing; provided that any securities that would otherwise qualify as Registrable Securities but (i) have been sold pursuant to a Registration Statement or pursuant to Rule 144 or (ii) may be immediately sold to the public without registration or restriction (including without limitation as to volume by each holder thereof) and without compliance with any "current public information" requirement, pursuant to Rule 144 under the Securities Act, shall cease to be a "Registrable Security."

(xv) "Registration Deadline" means, for purposes of any Registration Statement required pursuant to Sections 2(a)(i) and 2(a)(ii), the date that is (x) sixty (60) days after the applicable Filing Deadline or (y) if earlier than the date described in clause (x) of this definition, five (5) Trading Days after the Company is first notified by the SEC that such Registration Statement will not be reviewed or is no longer subject to further review and comment. Any Registration Deadline (or any extension thereof) shall be automatically extended if the Company has, and continues

to use, its commercially reasonable efforts to respond to and resolve any comments to the Registration Statement received from the SEC.

(xvi) "Registration Effective Date" means the date that the first Registration Statement covering the Registrable Securities that the Company is required to file pursuant to this Agreement has been declared effective by the SEC or otherwise become effective under the Securities Act.

(xvii) "Registration Statement(s)" means any registration statement(s) of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, all amendments and supplements to such Registration Statement, including post-effective amendments, and all exhibits to, and all material incorporated by reference in, such Registration Statement.

(xviii) "Required Holders" means Holders of a majority in interest of then-outstanding Registrable Securities.

(xix) "Restricted Shares" means the APA Shares; provided, that such shares shall cease to be Restricted Shares upon the expiration of the Lock-Up Period or on such earlier date as is provided under the Governance Agreements. For the avoidance of doubt, no shares of Common Stock or any other securities of the Company acquired by any Holder other than pursuant to the Asset Purchase Agreement will be deemed Restricted Shares or subject to the Lock-Up (as defined above).

(xx) "Rule 415" means Rule 415 under the Securities Act or any successor rule providing for the offering of securities on a continuous basis.

(xxi) "Trading Day" means any day on which the Common Stock is traded for any period on the Nasdaq Global Market or, if not the Nasdaq Global Market, the principal securities exchange or other securities market on which the Common Stock is then being traded.

(xxii) "Underwriter" means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer's market-making activities.

(xxiii) "Underwritten Offering" means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

2. REGISTRATION.

a. MANDATORY REGISTRATION.

(i) Following the date of this Agreement, the Company shall prepare, and, on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement (the "Mandatory Registration Statement") on Form S-3 (or, if Form S-3 is not then available, on such other form of Registration Statement as is then available to effect a Registration of all of the Registrable Securities, subject to the consent of the Initial Holder, which consent shall not be unreasonably withheld), covering the resale of all of the Registrable Securities, which shall include the total number of the APA Shares, and which shall name the Initial Holder as a selling stockholder therein.

(ii) If for any reason, despite the Company's use of its commercially reasonable efforts to include all of the Registrable Securities requested or required to be included in any Registration Statement filed pursuant to Section 2(a)(i) (and subject to Section 3(p) below), the SEC does not permit all such Registrable Securities to be included in such Registration Statement, or for any other reason any such Registrable Securities are not then included in a Registration Statement, then the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an additional Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a Registration of the Registrable Securities, subject to the consent of the Initial Holder, which consent shall not be unreasonably withheld) covering the resale of all Registrable Securities requested or required to be included in such Registration Statement filed pursuant to Section 2(a)(i) and not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.

(iii) Subject to any SEC comments, any Registration Statement pursuant to this Section 2(a) shall include a "plan of distribution" approved by the Required Holders of the Registrable Securities to be included in such Registration Statement. No Holder shall be named as an "underwriter" in the Registration Statement without the Holder's prior written consent. Each Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to, and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of the Holders prior to its filing or other submission; provided, that, notwithstanding any other provision in this Agreement, if despite the Company's compliance with Section 3(p), the SEC or the Securities Act requires such Holder(s) to be named as an "underwriter" in the Registration Statement and such Holder(s) withhold written consent to be so named, the Company's failure to fulfill its obligations under this Section 2(a) solely as a result thereof shall not constitute a violation of this Agreement.

b. UNDERWRITTEN SHELF TAKEDOWNS.

(i) At any time and from time to time when an effective Registration Statement filed pursuant to Section 2(a) is on file with the SEC, the Holders (each such Holder making such request, the "Demanding Holder" and, collectively, the "Demanding Holders") may request to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to such Registration Statement (each, an "Underwritten Shelf Takedown"); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $30 million (the "Minimum Takedown Threshold"). Notwithstanding the foregoing, if the Demanding Holders cannot use the Registration Statement filed pursuant to Section 2(a) to effect an Underwritten Shelf Takedown, then the Company and such Demanding Holders will work together in good faith to (A) file a new Registration Statement or (B) amend or supplement the Registration Statement filed pursuant to Section 2(a), in each case in a form approved by the Company (such approval not to be unreasonably withheld, conditioned or delayed).

(ii) All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, specifying the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall, within three (3) Business Days after receipt of such request, give written notice of the proposed Underwritten Shelf Takedown to all of the other Holders, which notice shall offer to such Holders the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within three (3) Business Days after receipt of such written notice (with each Holder requesting inclusion in such Underwritten Shelf Takedown, a "Requesting Holder").

(iii) The Demanding Holders shall have the right to select the lead managing Underwriter for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company's prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Company shall have the right to select any co-managing Underwriters for such offering, subject to the Demanding Holders' prior approval (which shall not be unreasonably withheld, conditioned or delayed). In no event shall the Company be required, in connection with any Underwritten Shelf Takedown, to agree to any lock-up or similar restriction on the offer or sale of its securities for a period in excess of sixty (60) days following the pricing of such Underwritten Shelf Takedown, and any such restriction shall be subject to customary exceptions, including for issuances under equity incentive plans, issuances in connection with mergers, acquisitions, collaborations or other strategic transactions, and the filing of registration statements on Form S-4 or Form S-8.

(iv) Subject to Section 2(d), the Holders may demand not more than two (2) Underwritten Shelf Takedowns or Block Trades, taken together, in any twelve (12) month period and not more than four (4) Underwritten Shelf Takedowns and Block Trades, taken together, in the aggregate (collectively, the "Limit"); provided, however, that (A) any Underwritten Shelf Takedown that is not consummated for any reason other than the voluntary withdrawal by the Demanding Holders (without cause attributable to the Company or its Underwriters) shall not count against the Limit, and (B) if the Holders are unable to sell at least 50% of the Registrable Securities requested to be included in an Underwritten Shelf Takedown due to a cutback pursuant to Section 2(b)(v), such Underwritten Shelf Takedown shall not count against the Limit.

(v) If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advise the Company, the Demanding Holders and the Requesting Holders (if any) that the dollar amount or number of Registrable

Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggyback registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the "Maximum Number of Securities"), then the Company shall include in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by the Company or by other holders of shares of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and Requesting Holders (pro rata based on the respective number of Registrable Securities that each such Holder has requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

(vi) Prior to the filing of the applicable "red herring" Prospectus or any Prospectus supplement used for marketing such Underwritten Shelf Takedown, any Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a "Withdrawal Notice") to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown; provided that the Requesting Holders may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Requesting Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of the Limit, unless such withdrawal is the result of a notice delivered pursuant to Section 3(e) or 3(f) or a Grace Period pursuant to Section 3(r). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, if a Demanding Holder withdraws from an Underwritten Shelf Takedown pursuant to this Section 2(b)(vi) other than as a result of a notice delivered pursuant to Section 3(e) or 3(f) or a Grace Period pursuant to Section 3(r), the withdrawing Demanding Holder(s) shall reimburse the Company (pro rata based on the respective number of Registrable Securities that each withdrawing Demanding Holder requested be included therein) for the expenses described in Section 6 incurred in connection with such Underwritten Shelf Takedown prior to its withdrawal (unless the Requesting Holders elect to continue such Underwritten Shelf Takedown as provided above); otherwise, the Company shall be responsible for such expenses.

c. BLOCK TRADES. Notwithstanding any other provision of this Section 2, at any time and from time to time when an effective Registration Statement filed pursuant to Section 2(a) is on file with the SEC, if a Demanding Holder wishes to engage in an underwritten registered offering not involving a "roadshow," an offer commonly known as a "block trade" (a "Block Trade"), with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Takedown Threshold, then such Demanding Holder shall notify the Company of the Block Trade at least five (5) Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade. The Company shall give written notice of the proposed Block Trade to all of the other Holders within one (1) Business Day after receipt of the Demanding Holder's notice, which notice shall offer to such Holders the opportunity to include in such Block Trade such number of Registrable Securities as such Holders may request in writing within one (1) Business Day after receipt of such written notice (with any reductions in such number of securities to be included in such Block Trade to be governed by Section 2(b)(v)). Each Holder agrees to keep confidential the receipt of any notice pursuant to Section 2(b) or this Section 2(c) and the information contained therein until the proposed offering has been publicly announced. Prior to the filing of the applicable "red herring" Prospectus or any Prospectus supplement used in connection with a Block Trade, any Demanding Holder initiating such Block Trade shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Block Trade, and the provisions of Section 2(b)(vi) regarding the counting of withdrawn demands and the reimbursement of expenses shall apply mutatis mutandis to any such withdrawal. The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company's prior approval (which shall not be unreasonably

withheld, conditioned or delayed). In no event shall the Company be required, in connection with any Block Trade, to agree to any lock-up or similar restriction on the offer or sale of its securities for a period in excess of thirty (30) days following the pricing of such Block Trade. Any Block Trade effected pursuant to this Section 2(c) shall count toward each of the limitations comprising the Limit and toward the limitations set forth in Section 2(d).

d. AGGREGATE DEMAND LIMIT; CERTAIN LIMITATIONS. Notwithstanding anything to the contrary in this Agreement, (i) in no event may the number of Block Trades demanded pursuant to Section 2(c) plus the number of Underwritten Shelf Takedowns demanded pursuant to Section 2(b) exceed a total of two (2) demands in any twelve (12) month period, (ii) the Company shall not be obligated to effect any Underwritten Shelf Takedown or Block Trade (A) within ninety (90) days after the pricing of any prior Underwritten Shelf Takedown, Block Trade or underwritten public offering of the Company's equity securities or (B) during any Allowable Grace Period, and (iii) no Restricted Shares may be included in any Underwritten Shelf Takedown, Block Trade or registration pursuant to Section 2(e) while such shares remain subject to the Lock-Up. Nothing in this Agreement shall permit any transfer of Registrable Securities in violation of the transfer restrictions in the Governance Agreements, and in the event of any conflict between this Agreement and the transfer restrictions contemplated in the Governance Agreements, the Governance Agreements shall control.

e. PIGGYBACK REGISTRATION.

(i) If at any time, or from time to time, the Company shall determine to make an underwritten public offering of its Common Stock for cash (whether pursuant to a newly filed registration statement or a previously filed registration statement), whether or not for its own account (other than (1) a registration statement on Form S-4, Form S-8 or any successor forms, (2) a registration relating solely to employee benefit plans, any dividend or distribution reinvestment plan or any rights offering to the Company's existing securityholders, (3) a registration relating to an exchange offer or an offering of debt securities or securities convertible into or exchangeable for Common Stock, (4) any "at-the-market" offering, (5) a Registration Statement filed pursuant to Section 2(a), or (6) an Underwritten Shelf Takedown or a Block Trade), the Company will (A) promptly give to the Holders written notice thereof, which notice shall be given, to the extent reasonably practicable, no less than five (5) Business Days prior to the filing or launch date (except in the case of an offering that is an "overnight offering," in which case such notice must be given no later than one (1) Business Day prior to the filing or launch date); and (B) subject to Section 2(e)(iii), include in such Underwritten Offering (and any related qualification under blue sky laws or other compliance) all the Registrable Securities specified in a written request or requests made within three (3) Business Days (or, in the case of an "overnight offering," one (1) Business Day) after receipt of such written notice from the Company by the Holders. Each Holder agrees to keep confidential the receipt of any notice pursuant to this Section 2(e) and the information contained therein until the proposed offering has been publicly announced by the Company.

(ii) The right of any Holder to registration pursuant to this Section 2(e) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. Each Holder proposing to distribute its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder's obligations under an underwriting agreement with the managing underwriter selected for such underwriting by the Company or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in the form negotiated by the Company or such stockholders, as the case may be).

(iii) Notwithstanding any other provision of this Section 2(e), if the managing underwriter or underwriters of a proposed Underwritten Offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the board of directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such Underwritten Offering in light of market conditions, the Registrable Securities and such other securities to be included in such Underwritten Offering shall be allocated, (A) first, (1) in the event such offering was initiated by the Company, up to the total number of securities that the Company has requested to be included in such registration, (2) in the event such offering was initiated by the holders of securities (other than the Holders) who have exercised their demand registration rights, up to the total number of securities that such holders of such securities have requested to be included in such offering, and (3) in the event such offering was initiated by the Holders who have exercised their demand registration rights, up to the total number of securities that such Holders have requested to be included in such offering, (B) second, and only if all the securities referred to in

clause (A) have been included, up to the total number of securities that the Holders and other holders of securities that have contractual rights to be included in such registration have requested to be included in such offering (pro rata based upon the number of securities that each of them shall have requested to be included in such offering) and (C) third, and only if all the securities referred to in clause (B) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect.

(iv) If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

(v) The Company or the holders of securities who have caused a registration statement to be filed as contemplated by this Section 2(e), as the case may be, shall have the right to have any registration initiated by it or them under this Section 2(e) terminated or withdrawn prior to pricing, whether or not any Holder has elected to include securities in such registration.

3. OBLIGATIONS OF THE COMPANY. In connection with any Registration of the Registrable Securities hereunder, the Company shall have the following obligations:

a. The Company shall prepare promptly, and file with the SEC as soon as practicable after such registration obligation arises hereunder (but in no event later than the applicable Filing Deadline), such Registration Statements with respect to the Registrable Securities as provided in Section 2, and thereafter use its commercially reasonable efforts to cause each such Registration Statement relating to Registrable Securities to become effective as soon as possible after such filing, but in any event shall use its commercially reasonable efforts to cause each such Registration Statement relating to Registrable Securities to become effective no later than the applicable Registration Deadline, and shall use its commercially reasonable efforts to keep such Registration Statement current and effective pursuant to Rule 415 at all times after its effective date until the date on which all of the securities included in such Registration Statement no longer constitute Registrable Securities (the "Registration Period"), and shall use its commercially reasonable efforts to ensure that such Registration Statement (including any amendments or supplements thereto and Prospectuses contained therein or related thereto), except for information provided in writing by a Holder pursuant to Section 4(a), does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading. In the event that Form S-3 is not available for the registration of the resale of any Registrable Securities hereunder (but, for the avoidance of doubt, without in any way affecting the Company's obligation to Register the resale of the Registrable Securities on such other form as is available, as provided in Section 2(a)), (i) the Company shall undertake to file, within twenty (20) days of such time as such form is available for such Registration, a post-effective amendment to the Registration Statement then in effect, or otherwise file a Registration Statement on Form S-3, registering such Registrable Securities on Form S-3; provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement (or post-effective amendment) on Form S-3 covering such Registrable Securities has been declared effective by the SEC, and (ii) the Company shall provide that any Registration Statement on Form S-1 filed hereunder shall incorporate documents by reference (including by way of forward incorporation by reference) to the maximum extent possible. If the Company is a "well-known seasoned issuer" (as defined in Rule 405 under the Securities Act) at the time the Company is requested or required hereunder to file a Registration Statement or amendment to a Registration Statement hereunder (including pursuant to Section 3(b)), the Company shall use its commercially reasonable efforts to file the Registration Statement or amendment as an "automatic shelf registration statement" (as defined in Rule 405 under the Securities Act); provided that nothing in this Agreement shall require the Company to file or maintain an automatic shelf registration statement or to take any action to obtain or maintain its status as a well-known seasoned issuer, and the Company's obligations hereunder shall be fully satisfied by the filing and effectiveness of a Registration Statement on Form S-3 that is not an automatic shelf registration statement.

b. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection with each Registration Statement as may be necessary to keep each Registration Statement (or, as applicable, another Registration Statement covering the Registrable Securities) current and effective at all times during the Registration Period, and, during the Registration Period, shall comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by each Registration Statement until such time as all of such Registrable Securities have been

disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the event that on any Trading Day (the "Registration Trigger Date") the number of shares available under the Registration Statements filed pursuant to this Agreement is insufficient to cover all of the Registrable Securities, the Company shall amend the Registration Statements, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover the total number of Registrable Securities so issued or issuable as of the Registration Trigger Date as soon as practicable, but in any event within twenty (20) days after the Registration Trigger Date. The Company shall use its commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof, but in any event the Company shall use commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective within sixty (60) days of the Registration Trigger Date (or, if earlier, five (5) Trading Days after the Company is first notified by the SEC that such Registration Statement will not be reviewed or is no longer subject to further review and comment) or as promptly as practicable in the event the Company is required to increase its authorized shares.

c. The Company shall furnish to each Holder and Legal Counsel (i) promptly after the same is prepared and publicly distributed, publicly filed with the SEC or received by the Company, one copy of each Registration Statement and any amendment thereto (other than the Company's filings under the Exchange Act and other than any amendment or supplement to a Registration Statement that is substantially similar to the Company's filings under the Exchange Act), each preliminary Prospectus and Prospectus and each amendment or supplement thereto, each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion thereof which contains information for which the Company has sought or intends to seek confidential treatment or which contains or reflects any material non-public information with respect to the Company or its securities), and (ii) such number of copies of a Prospectus, including a preliminary Prospectus, and all amendments and supplements thereto and such other documents as a Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder; provided that the Company may provide any such copies in electronic form only. The Company will promptly notify each of the Holders by electronic mail of the effectiveness of each Registration Statement or any post-effective amendment thereto. The Company shall use commercially reasonable efforts to promptly respond to any and all comments received from the SEC with respect to any Registration Statement filed pursuant to this Agreement, with a view towards causing each Registration Statement or any amendment thereto to become effective (to the extent required, by declaration or ordering of effectiveness, of such Registration Statement or amendment by the SEC) as soon as practicable, and, as soon as practicable, but in no event later than five (5) Business Days, following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review, shall file a request for acceleration of effectiveness of such Registration Statement (to the extent required for such Registration Statement or amendment to become effective, by declaration or ordering of effectiveness, of such Registration Statement or amendment by the SEC) to a time and date not later than two (2) Business Days after the submission of such request. No later than one (1) Business Day after the Registration Statement becomes effective, the Company shall file with the SEC the final Prospectus included in the Registration Statement pursuant to Rule 424 (or successor thereto) under the Securities Act.

d. The Company shall use its commercially reasonable efforts to (i) register and qualify, in any jurisdiction where registration and/or qualification is required, the Registrable Securities covered by the Registration Statements under such other securities or "blue sky" laws of such jurisdictions in the United States as the Holders shall reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be reasonably necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; except that in no event shall the Company be required to qualify to do business as a foreign corporation in any jurisdiction where it would not, but for the requirements of this Section 3(d), be required to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction, except where the Company is then already required to be so qualified, already subject to taxation or required to consent to general service of process, as applicable.

e. As promptly as practicable after becoming aware of such event, the Company shall (i) notify each Holder that holds Registrable Securities of the happening of any event, of which the Company has knowledge, as a result of which the Prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, subject to Section 3(r), (ii) use its commercially reasonable efforts to promptly prepare a supplement or amendment to any Registration Statement to correct such untrue statement or omission, and (iii) deliver such number of copies of such supplement or amendment to each Holder as such Holder may reasonably request.

f. The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement and, if such an order is issued, to obtain the withdrawal of such order as promptly as reasonably practicable and to notify each Holder that holds Registrable Securities (and, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof, in each case as promptly as reasonably practicable.

g. The Company shall permit one outside legal counsel designated by the Holders (which shall be DLA Piper LLP (US) (Attn: Andrew P. Gilbert and Emilio Ragosa) or such other counsel as shall have been designated by the Required Holders) ("Legal Counsel") to review such Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof but excluding the Company's filings under the Exchange Act and excluding any amendment or supplement to a Registration Statement that is substantially similar to the Company's filings under the Exchange Act), a reasonable period of time prior to their filing with the SEC (not less than three (3) Business Days prior to such filing), and the Company shall consider in good faith any reasonable comments of Legal Counsel received within such period; provided that, notwithstanding the foregoing, in no event shall the Company be (i) required to file any document with the SEC which in the view of the Company or its counsel contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading or (ii) prohibited from filing any document with the SEC which the Company or its counsel reasonably believes to be required by law to be so filed.

h. The Company shall hold in confidence and not make any disclosure of information concerning a Holder provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws or otherwise required in the context of any Registration Statement or offering of securities in which any Holder participates, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning any Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Holder prior to making such disclosure, and allow such Holder, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

i. The Company shall use its commercially reasonable efforts to cause all the Registrable Securities covered by each Registration Statement to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed, and to arrange for at least two market makers to register with FINRA as such with respect to such Registrable Securities.

j. The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the initial Registration Statement.

k. The Company shall cooperate with each Holder that holds Registrable Securities being offered to facilitate the timely (i) preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be offered pursuant to such Registration Statement, and enable such certificates to be registered in such names and in such denominations or amounts, as the case may be, or (ii) crediting of the Registrable Securities to be offered pursuant to a Registration Statement to the applicable account (or accounts) with The Depository Trust Company ("DTC") through its Deposit/Withdrawal At Custodian (DWAC) system, in any such case as such Holder may reasonably request.

l. At the reasonable request of a Holder, the Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and any Prospectus used in connection with the Registration Statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement, in each case as promptly as is reasonably practicable.

m. The Company shall not, and shall not agree to, allow the holders of any Common Stock or other securities of the Company to include any of their securities (other than Registrable Securities) in any Registration Statement filed pursuant to Section 2(a) or any amendment or supplement thereto under Section 3(b) hereof without the consent of the Required Holders. In addition, the Company shall not include any securities for its own account or the account of others in any Registration Statement filed pursuant to Section 2(a) or any amendment or supplement thereto filed pursuant to Section 3(b) hereof without the consent of the Required Holders.

n. The Company shall comply in all material respects with all applicable laws related to a Registration Statement and offering and sale of securities and all applicable rules and regulations of governmental authorities in connection therewith (including the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC).

o. If required by the FINRA Corporate Financing Department, the Company shall promptly effect a filing with FINRA pursuant to FINRA Rule 5110 (or successor thereto) with respect to the public offering contemplated by resales of securities under the Registration Statement (an "Issuer Filing"), and pay the filing fee required by such Issuer Filing. The Company shall use its commercially reasonable efforts to pursue the Issuer Filing until FINRA issues a letter confirming that it does not object to the terms of the offering contemplated by the Registration Statement.

p. If at any time the SEC advises the Company in writing that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act, the Company shall use its commercially reasonable efforts to persuade the SEC that the offering contemplated by a Registration Statement is a bona fide secondary offering and not an offering "by or on behalf of the issuer" as defined in Rule 415 and that none of the Holders is an "underwriter." The Holders shall have the right to participate or have one legal counsel on behalf of all Holders participate in any meetings or discussions with the SEC regarding the SEC's position and to comment or have their respective counsel comment on any written submission made to the SEC with respect thereto. In the event that, despite the Company's commercially reasonable efforts and compliance with the terms of this Section 3(p), the SEC refuses to alter its position, the Company shall remove from the Registration Statement such portion of the Registrable Securities as the SEC requires in writing be removed therefrom. Any such cutback imposed by the SEC as contemplated by this Section 3(p) shall be imposed on such Registrable Securities as the Required Holders may elect, on a pro rata basis (based upon the applicable type of Registrable Securities held by each of the Holders), except to the extent otherwise required by the SEC.

q. Subject to the limitations contained herein, the Company shall use its commercially reasonable efforts to take all other reasonable actions arising out of its obligations under this Agreement and necessary to facilitate the disposition by the Holders of the Registrable Securities pursuant to a Registration Statement; provided that, in connection with any Underwritten Shelf Takedown or Block Trade, the Company's obligations shall be limited to (i) entering into a customary underwriting agreement, (ii) causing the delivery of customary legal opinions, negative assurance letters and accountants' comfort letters, (iii) making available for customary due diligence its books, records and personnel, subject to customary confidentiality undertakings, and (iv) solely in connection with a marketed Underwritten Shelf Takedown, making members of its senior management reasonably available to participate in a customary roadshow not exceeding two (2) Business Days in the aggregate.

r. Notwithstanding anything to the contrary in Section 3(e), the Company may postpone effecting (including postponing the filing of, or any request for effectiveness of) a Registration with respect to any Registration Statements that may be required pursuant to Section 2 or Section 3(b), may postpone or suspend any Underwritten Shelf Takedown or Block Trade or, at any time after the effective date of the applicable Registration Statement, the Company may suspend the use of any Prospectus forming a part of such Registration Statement if the Company determines, based on the advice of counsel, that it would otherwise be required to disclose material non-public information concerning the Company, the disclosure of which (i) is not otherwise required (based on the advice of counsel) and which the Company has a bona fide business purpose for preserving in confidence and (ii) at the time is not, in the good faith opinion of the Company and its counsel, in the best interests of the Company (the period of such postponement or suspension, a "Grace Period"); provided, that the Company shall (x) promptly notify the Holders in

writing of the existence of material non-public information giving rise to a Grace Period (provided that in each notice the Company shall not disclose the content of such material non-public information to any Holder unless otherwise requested in writing by such Holder) and the date on which the Grace Period will begin, and (y) as soon as such date may be determined, promptly notify the Holders in writing of the date on which the Grace Period ends; and, provided, further, that (A) no Grace Period shall exceed forty-five (45) consecutive days, (B) during any three hundred sixty-five (365) day period, such Grace Periods shall not exceed an aggregate of ninety (90) days, and (C) the first day of any Grace Period must be at least forty-five (45) days after the last day of any prior Grace Period (each Grace Period that satisfies all of the requirements of this Section 3(r) being referred to as an "Allowable Grace Period"). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the notice referred to in clause (x) and shall end on and include the later of the date the Holders receive the notice referred to in clause (y) and the date referred to in such notice. The provisions of Section 3(e) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(e) with respect to the information giving rise thereto unless such material non-public information is no longer applicable. Each applicable Filing Deadline, Additional Filing Deadline and Registration Deadline shall be extended by the number of days in any Allowable Grace Period occurring prior to such deadline, and no Allowable Grace Period shall constitute a breach of this Agreement.

s. The Company shall not grant any Person any registration rights with respect to shares of Common Stock or any other securities of the Company other than registration rights that will not adversely affect the rights of the Holders hereunder (including by limiting in any way the number of Registrable Securities that could be included in any Registration Statement pursuant to Rule 415); provided that (i) the grant of registration rights (including demand, shelf and piggyback registration rights that are pari passu with or subordinate to the rights of the Holders hereunder) to other current or future securityholders shall not in and of itself be deemed to adversely affect the rights of the Holders and (ii) nothing herein shall restrict the Company from performing its obligations under any registration rights agreement in effect as of the date hereof, including the Registration Rights Agreement, dated as of August 29, 2025, by and among the Company and the holders party thereto.

t. At all times during the Registration Period, (i) the Common Stock shall be eligible for clearing through DTC, through its Deposit/Withdrawal At Custodian (DWAC) system; (ii) the Company shall be eligible and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock; (iii) the transfer agent for the Common Stock shall be a participant in, and the Common Stock shall be eligible for transfer pursuant to, DTC's Fast Automated Securities Transfer Program (or successor thereto); and (iv) the Company shall use its commercially reasonable efforts to cause the Common Stock to not at any time be subject to any DTC "chill," "freeze" or similar restriction with respect to any DTC services, including the clearing of shares of Common Stock through DTC, and, in the event the Common Stock becomes subject to any DTC "chill," "freeze" or similar restriction with respect to any DTC services, the Company shall use its commercially reasonable efforts to cause any such "chill," "freeze" or similar restriction to be removed at the earliest possible time.

4. OBLIGATIONS OF THE HOLDERS.

a. It shall be a condition precedent to the obligations of the Company to complete the Registration pursuant to this Agreement with respect to the Registrable Securities of a Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the Registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder of the information the Company requires from such Holder. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading.

b. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3(e) or 3(f) or of the commencement of a Grace Period pursuant to Section 3(r), such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Sections 3(e) or 3(f) or written notice from the Company that such Grace Period has ended, as applicable; provided, however, that the foregoing shall not prohibit or require the Holder to discontinue the settlement

of any sale of Registrable Securities with respect to which a Holder has entered into a contract for sale prior to the Holder's receipt of such notice from the Company.

c. In connection with any underwritten public offering of the Company's equity securities (including any Underwritten Shelf Takedown) in which a Holder participates and sells Registrable Securities, each such participating Holder agrees, if requested by the managing underwriter(s), to enter into a customary lock-up agreement with the underwriters restricting public sales of Common Stock for a period not to exceed sixty (60) days (or such shorter period as the managing underwriter(s) may agree) following the pricing of such offering, on terms no less favorable to such Holder than those applicable to the Company's directors and executive officers; provided, that if the Company or the managing underwriter(s) release any director or executive officer from such restrictions, in whole or in part, each such Holder shall be released on a pro rata basis.

d. Each Holder shall comply with all laws applicable to its distribution of Registrable Securities, including Regulation M under the Exchange Act and the Prospectus delivery requirements of the Securities Act, and shall not use any "free writing Prospectus" in connection with the sale of Registrable Securities without the prior written consent of the Company. The Company may exclude from any Registration Statement or offering hereunder the Registrable Securities of any Holder that fails to timely furnish the information required pursuant to Section 4(a).

5. RESERVED

6. EXPENSES OF REGISTRATION. All reasonable expenses, other than underwriting discounts and commissions or other charges of any broker-dealer acting on behalf of the Holders, incurred in connection with Registrations, filings or qualifications pursuant to Section 2, including all registration, listing and qualification fees, printing and accounting fees, and the fees and disbursements of counsel for the Company shall be borne by the Company, subject to Section 2(b)(vi). The Company shall also reimburse the Holders for the reasonable fees and disbursements of Legal Counsel in the aggregate amount up to $35,000 per Registration in connection with Registrations pursuant to Sections 2 or 3 of this Agreement.

7. INDEMNIFICATION. In the event any Registrable Securities are included in a Registration Statement under this Agreement:

a. The Company will indemnify, hold harmless and defend (i) each Holder and (ii) the directors, officers, partners, managers, members, employees and agents of each Holder, and each Person who controls any Holder within the meaning of the Securities Act or the Exchange Act, if any, (each, an "Indemnified Person"), against any joint or several losses, claims, damages, liabilities or expenses (collectively, together with actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened, in respect thereof, "Claims") to which any of them may become subject insofar as such Claims arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in any Registration Statement, or any amendment or supplement thereto, or any filing made under state securities laws as required hereby, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or any amendment or supplement thereto, or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in each case in connection with the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, "Violations"). The Company shall reimburse the Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable and documented legal fees and other reasonable and documented expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(a) shall not apply (A) to a Claim by any Indemnified Person arising out of or based upon a Violation to the extent that such Violation occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection with the preparation of such Registration Statement or related Prospectus or any such amendment thereof or supplement thereto, (B) to a Claim to the extent arising out of or based upon the use by or on behalf of a Holder of a Prospectus (1) after the Company has notified such Holder in writing of the happening of an event of the kind described in Section 3(e) or 3(f) or of the commencement of a Grace Period, and prior to such

Holder's receipt of the supplemented or amended Prospectus contemplated by Section 3(e) or 3(f) or written notice from the Company that such Grace Period has ended, as applicable, or (2) that has been superseded or corrected by an amended or supplemented Prospectus made available to such Holder prior to the confirmation of the sale giving rise to such Claim, (C) to a Claim to the extent arising out of or based upon any sale or other disposition of Registrable Securities by or on behalf of a Holder in breach of Section 4(b) or Section 4(d), or (D) to any amounts paid in settlement of any Claim effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by any of the Holders.

b. Promptly after receipt by an Indemnified Person under this Section 7 of notice of the commencement of any action (including any governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against the Company under this Section 7, deliver to the Company a written notice of the commencement thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel selected by the Company and reasonably satisfactory to the Indemnified Person; provided, however, that an Indemnified Person shall have the right to retain its own counsel with the reasonable and documented fees and expenses to be paid by the Company if the Indemnified Person reasonably determines, based upon the written advice of its outside counsel, that representation of such Indemnified Person and the Company by the same counsel would be inappropriate due to an actual conflict of interest between such Indemnified Person and the Company or any other party represented by such counsel in such proceeding. The Company shall pay for only one separate legal counsel (plus one local counsel in each applicable jurisdiction, if necessary) for all Indemnified Persons, taken together, and such legal counsel shall be selected by the Required Holders. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 7, except to the extent that the Company is actually prejudiced by such failure in its ability to defend such action, and shall not relieve the Company of any liability to the Indemnified Person otherwise than pursuant to this Section 7. The Company shall not, without the prior written consent of the Indemnified Persons, consent to entry of any judgment or enter into any settlement or other compromise with respect to any Claim in respect of which indemnification or contribution may be or has been sought hereunder (whether or not any such Indemnified Person is an actual or potential party to such action or claim) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Persons of a full release from all liability with respect to such Claim or which includes any admission as to fault, culpability or failure to act on the part of any Indemnified Person. The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as any expense, loss, damage or liability is incurred.

c. Each Holder will, severally and not jointly, indemnify, hold harmless and defend (i) the Company, (ii) the directors, officers (including each officer of the Company who signs the Registration Statement), partners, managers, members, employees and agents of the Company, (iii) each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and (iv) each Underwriter, if any, of Registrable Securities sold by such Holder and each Person, if any, who controls such Underwriter within the meaning of the Securities Act or the Exchange Act (each, a "Company Indemnified Person"), against any Claims to which any of them may become subject insofar as such Claims arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, and only to the extent, that such untrue statement or omission occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such Holder expressly for inclusion in such Registration Statement or Prospectus, (B) any sale or other disposition of Registrable Securities by or on behalf of such Holder in breach of Section 4(b), including the use by or on behalf of such Holder of a Prospectus in the circumstances described in clause (B) of the third sentence of Section 7(a), (C) the use by or on behalf of such Holder of any "free writing prospectus" in violation of Section 4(d), or (D) any violation or alleged violation by such Holder of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder (including Regulation M and applicable Prospectus delivery requirements), in connection with the offer or sale of Registrable Securities by or on behalf of such Holder. Each Holder shall reimburse the applicable Company Indemnified Person, promptly as such expenses are incurred and are due and payable, for any reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with investigating or

defending any such Claim. Notwithstanding anything herein to the contrary, the indemnity agreement contained in this Section 7(c) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Holder, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, however, that a Holder shall be liable under this Section 7(c) for only that amount of a Claim as does not exceed the net amount of proceeds received by such Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement.

d. Promptly after receipt by a Company Indemnified Person under this Section 7 of notice of the commencement of any action (including any governmental action), such Company Indemnified Person shall, if a Claim in respect thereof is to be made against any Holder under this Section 7, deliver to such Holder a written notice of the commencement thereof, and such Holder shall have the right to participate in, and, to the extent such Holder so desires, to assume control of the defense thereof with counsel mutually satisfactory to such Holder and such Company Indemnified Person. No Holder shall, without the prior written consent of the Company, consent to entry of any judgment or enter into any settlement or other compromise with respect to any Claim in respect of which indemnification or contribution may be or has been sought by any Company Indemnified Person hereunder (whether or not any such Company Indemnified Person is an actual or potential party to such action or claim) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Company Indemnified Persons of a full release from all liability with respect to such Claim or which includes any admission as to fault, culpability or failure to act on the part of any Company Indemnified Person.

e. Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with an Underwritten Offering are in conflict with the provisions of this Section 7 or Section 8, the provisions in such underwriting agreement shall control.

8. CONTRIBUTION. If for any reason the indemnification provided for in Sections 7(a) or 7(c) (as applicable) is unavailable to an Indemnified Person or Company Indemnified Person (as applicable) or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the Indemnified Person or Company Indemnified Person (as applicable) as a result of the Claim in such proportion as is appropriate to reflect the relative fault of the Indemnified Person or Company Indemnified Person (as applicable) and the indemnifying party (provided that the relative fault of any Company Indemnified Person (other than any Underwriter or any Person who controls an Underwriter) shall be deemed to include the fault of all other such Company Indemnified Persons), as well as any other relevant equitable considerations. The parties agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8. No Person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a Holder be greater in amount than the net amount of proceeds received by such Holder as a result of the sale of Registrable Securities giving rise to such contribution obligation pursuant to the applicable Registration Statement (net of the aggregate amount of any damages or other amounts such Holder has otherwise been required to pay (pursuant to Section 7(c) or otherwise) by reason of such Holder's untrue or alleged untrue statement or omission or alleged omission).

9. REPORTS UNDER THE EXCHANGE ACT. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Holders to sell securities of the Company to the public without registration, the Company agrees to, during the period when there are Registrable Securities outstanding (or deemed hereunder to be outstanding):

a. make and keep public information available, as those terms are understood and defined in Rule 144;

b. file with the SEC in a timely manner (without giving effect to any extensions pursuant to Rule 12b-25 under the Exchange Act) all reports and other documents required of the Company under the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;

c. remain continuously subject to the reporting requirements under the Exchange Act; and

d. so long as any of the Holders owns Registrable Securities, promptly upon request, furnish to such Holder (i) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act as required for applicable provisions of Rule 144 and (ii) such other information as may be reasonably requested to permit such Holder to sell such Registrable Securities pursuant to Rule 144 without registration.

10. LEGEND REMOVAL.

a. The Registrable Securities held by any Holder (and any certificates or electronic book entries evidencing the Registrable Securities) shall not contain or be subject to (and such Holder shall be entitled to removal of) any legend (or stop transfer or similar instruction) restricting the transfer thereof (including any legend pertaining to restrictions on transfer under Applicable Securities Laws) if: (i) (A) a Registration Statement covering the sale or resale of such securities is effective under the Securities Act, or (B) such Holder provides customary paperwork to the effect that it has sold, or is selling substantially contemporaneously with the delivery of such paperwork, such securities pursuant to such a Registration Statement or Rule 144 under the Securities Act, or (C) such securities are eligible for sale under Rule 144(b)(1) under the Securities Act as set forth in customary, non-affiliate certifications provided by such Holder, or (D) at any time on or after the date hereof such Holder certifies that it is not an "affiliate" (within the meaning of such term under Rule 144 under the Securities Act) of the Company (a "Rule 144 Affiliate"), and has not been a Rule 144 Affiliate for the preceding three (3) months, and that such Holder's holding period for purposes of Rule 144 (including, for the avoidance of doubt, subsection (d)(3)(ii) thereof) is at least six (6) months, and if such holding period is less than one (1) year, the current public information requirement of Rule 144(b)(1) is then met, or (E) such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC) as determined in good faith by counsel to the Company and (ii) in each case, such Registrable Securities are not subject to the Lock-Up, to the extent applicable (collectively, the "Unrestricted Conditions"). The Company shall cause its counsel to issue a legal opinion to the transfer agent for the Common Stock (the "Transfer Agent") (with a copy to each Holder), as soon as practicable (and in any event within two (2) Business Days) after such time as any of the Unrestricted Conditions has been satisfied with respect to any Registrable Securities (which in the case of Registrable Securities that are not subject to the Lock-Up, shall be the Registration Effective Date), if the Transfer Agent requires such an opinion to effect the issuance of such Registrable Securities, as applicable, without a restrictive legend or removal of the legend hereunder.

b. The Company agrees that at such time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required under this Section 10 in respect of any Registrable Securities, which in the case of Registrable Securities that are not subject to the Lock-Up shall include any time following the Registration Effective Date, it will, no later than the earlier of (x) one (1) Trading Day and (y) the number of Trading Days comprising the standard settlement period, in each case following the delivery by a Holder to the Company or the Transfer Agent of a written legend removal request (together with, if applicable, the deliverables required by the Unrestricted Conditions and such other documentation as the Company may reasonably request from such Holder to the extent necessary to effect such legend removal) or of the Registrable Securities issued with a restrictive legend (such date, the "Legend Removal Date"), deliver or cause to be delivered to such Holder or its designee the Registrable Securities free from all restrictive and other legends (or similar notations) by crediting the account of such Holder's prime broker with DTC, through its DWAC system.

11. RESERVED.

12. MATERIAL NON-PUBLIC INFORMATION.

a. From and after the date hereof, with respect to each Holder other than Heron and its Affiliates, and with respect to Heron and its Affiliates solely during any period in which Heron does not have a designee on the board of directors of the Company:

i. The Company shall not, and shall cause each of its Affiliates, representatives and agents to not, provide any Holder or any Holder's Affiliates, representatives or agents, with any material non-public information regarding the Company, any of its Affiliates or any other Person ("MNPI") without the express prior written consent of such Holder. Each Holder acknowledges that it is aware, and will advise its Affiliates, representatives and agents who receive MNPI, that applicable securities laws prohibit any Person who has received MNPI regarding the Company from purchasing or selling securities of the Company in violation of such laws, and nothing in this Agreement shall be

construed to permit any Holder or any of its Affiliates to trade in securities of the Company while in possession of MNPI.

ii. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any Holder or any Holder's Affiliates, attorneys, agents or representatives contains MNPI, the Company shall, prior to the delivery of such notice or communication, (i) so indicate to such Holder, and such indication shall provide such Holder the means to refuse to receive such notice or communication, and in the absence of any such indication, such Holder, the other holders of the Registrable Securities and their respective Affiliates, agents and representatives shall be allowed to presume that all matters relating to such notice or communication do not constitute MNPI and (ii) provide such notice or communication to counsel to such Holder (which shall be as set forth on such Holder's signature page to this Agreement or such other counsel as shall have been designated in writing by such Holder). In the event that the Company either (A) fails to indicate that a notice or communication to a Holder contains MNPI or otherwise provides any Holder with MNPI without such Holder's prior written consent or (B) provides such notice or communication to any Holder notwithstanding any such Holder's refusal in writing to receive such notice or communication, such Holder shall have the right, following delivery of written notice to the Company identifying the applicable MNPI and the failure of the Company to publicly disclose such MNPI within two (2) Business Days after receipt of such notice, to make a public disclosure in the form of a press release, public advertisement or otherwise of the applicable MNPI without the prior approval by the Company or any of its Affiliates, or any of its or their respective officers, directors (or equivalent persons), employees, attorneys, representatives or agents, and no Holder (nor any of its Affiliates, agents or representatives) shall have any liability to the Company or any of its Affiliates or any of its or their respective officers, directors (or equivalent persons), employees, stockholders, attorneys, representatives or agents for any such disclosure.

iii. Notwithstanding the foregoing, to the extent the Company reasonably and in good faith determines that it is necessary to disclose MNPI to any Holder for purposes relating to this Agreement or the Asset Purchase Agreement (a "Necessary Disclosure"), the Company shall inform counsel to such Holder (which shall be as set forth on such Holder's signature page to this Agreement or such other counsel as shall have been designated in writing by such Holder) of such determination without disclosing the applicable MNPI, and the Company and such counsel on behalf of such Holder shall endeavor to agree upon a process for making such Necessary Disclosure to the applicable Holder or its representatives that is mutually acceptable to such Holder and the Company (an "Agreed Disclosure Process"). Thereafter, the Company shall be permitted to make such Necessary Disclosure (only) in accordance with the Agreed Disclosure Process. The Company acknowledges and agrees that the Holders and their Affiliates will rely upon the foregoing representations, warranties and agreements and the other disclosure obligations of the Company hereunder in effecting transactions in Common Stock and other securities of the Company and other Persons.

b. For so long as Heron has a designee on the board of directors of the Company, (i) Section 12(a) shall not apply to Heron or its Affiliates, and information received by such designee in his or her capacity as a director shall be subject to such designee's fiduciary and confidentiality obligations to the Company and the Company's policies applicable to directors; (ii) Heron and its Affiliates shall comply with the Company's insider trading policy, including any applicable blackout periods and pre-clearance procedures, with respect to any sale of Registrable Securities (including pursuant to Sections 2(b) or 2(c)), other than sales pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act; and (iii) Heron acknowledges that it may be deemed a Rule 144 Affiliate and that, accordingly, the Registrable Securities held by Heron and its Affiliates may not cease to be Registrable Securities pursuant to clause (ii) of the proviso to the definition thereof, but shall remain subject to clause (i) of such proviso.

13. MISCELLANEOUS.

a. A Person is deemed to hold, and be a holder of, shares of Common Stock or other Registrable Securities whenever such Person owns of record or beneficially through a "street name" holder such shares of Common Stock or other Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

b. Any notices required or permitted to be given under the terms hereof shall be delivered personally or by courier (including a recognized overnight delivery service) or by electronic mail and shall be effective upon receipt, in each case addressed to a party. The addresses for such communications shall be:

If to the Company:

CorMedix Inc.
389 Interpace Pkwy, Suite 450

Parsippany, New Jersey 07054
Attention: Joseph Todisco and Beth Zelnick Kaufman

Email: [***]; [***]

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP
787 7th Avenue
New York, New York 10019
Attention: Jared Fertman and Andrew Marmer
Email: [email protected]; [email protected]

If to a Holder, to the address set forth in such Holder's signature page to this Agreement.

The Company shall provide notice to each Holder, and each Holder shall provide notice to the Company, of any change in such party's address.

c. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

d. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with, and all disputes arising out of or in connection with this Agreement shall be resolved under, the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would result in the application of the substantive laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the Delaware Court of Chancery or, solely if the Delaware Court of Chancery does not have subject matter jurisdiction thereof, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties hereby waive all rights to a trial by jury.

e. This Agreement, the Asset Purchase Agreement, and any other Ancillary Agreements (collectively, the "Transaction Documents"), constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. This Agreement and the other Transaction Documents (including all schedules and exhibits hereto and thereto) supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

f. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto, and the provisions of Sections 7 and 8 hereof shall inure to the benefit of, and be enforceable by, each Indemnified Person and Company Indemnified Person (as applicable). No Holder may assign this Agreement or any of its rights or obligations hereunder, in whole or in part, to any Person (including any transferee of Registrable Securities, whether by sale, distribution in kind to its equityholders or otherwise), and any purported assignment in

violation of this Section 13(f) shall be null and void; provided that a Holder may assign its rights hereunder, together with the related Registrable Securities, to any of its controlled Affiliates that (i) acquires such Registrable Securities in a transfer permitted under the Governance Agreements and (ii) agrees in writing with the Company to be bound by all of the provisions hereof applicable to a Holder, with written notice of such assignment (including the name and address of the assignee and the Registrable Securities assigned) delivered to the Company within five (5) Business Days thereafter. The Company shall not assign this Agreement or any rights or obligations hereunder, except after obtaining the prior written consent of the Required Holders; provided that no such consent shall be required in connection with an assignment to a successor to the Company by merger, consolidation or sale of all or substantially all of its assets that assumes the Company's obligations hereunder.

g. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with written consent of the Company and the Required Holders. Any amendment or waiver effected in accordance with this Section 13(g) shall be binding upon each of the Holders and the Company.

h. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

i. This Agreement and any amendments hereto may be executed and delivered in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when counterparts have been signed by each party hereto and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event that any signature to this Agreement or any amendment hereto is delivered by facsimile transmission, by e-mail delivery of a ".pdf" format data file or by other electronic means, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile, ".pdf" or other electronic signature page were an original thereof. No party hereto shall raise the use of a facsimile machine, e-mail delivery of a ".pdf" format data file or other electronic means to deliver a signature to this Agreement or any amendment hereto or the fact that such signature was transmitted or communicated through the use of a facsimile machine, e-mail delivery of a ".pdf" format data file or other electronic means as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

j. Each of the parties hereto acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the non-breaching part(y)(ies) hereto by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the parties acknowledge that the remedy at law for breach of its obligations hereunder will be inadequate and agree, in the event of a breach or threatened breach by any party hereto of any of the provisions hereunder, that the non-breaching party shall be entitled, in addition to all other available remedies in law or in equity, to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

k. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

l. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

m. There shall be no oral modifications or amendments to this Agreement. This Agreement may be modified or amended only in writing signed by the Company and the Required Holders, and any amendment or modification so adopted shall be binding upon all of the Holders.

n. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder, and no provision of this Agreement (or any other Transaction Document) is intended to confer any obligations on any Holder vis-à-vis any other Holder. Nothing contained herein (or in any Transaction Document), and no action taken by any

Holder pursuant hereto (or thereto), shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein (or therein).

o. Unless the context otherwise requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained in or attached to this Agreement, (ii) words in the singular or plural include the singular and plural, and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, (iii) the use of the word "include," "includes" and "including" in this Agreement shall be by way of example rather than limitation, and (iv) the word "or" is not exclusive (i.e., "or" shall mean "and/or").

p. The provisions of this Agreement that refer to a number of shares of Common Stock or a number of Registrable Securities shall be appropriately adjusted for any stock split or other subdivision of outstanding Common Stock, combination of outstanding Common Stock (including by reverse stock split), payment of a stock dividend in shares of Common Stock, or other similar transaction of such character that outstanding shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares of Common Stock.

q. This Agreement shall terminate with respect to any Holder on the date on which such Holder no longer holds any Registrable Securities, and shall terminate in its entirety on the date on which no Registrable Securities remain outstanding; provided that the provisions of Sections 6, 7, 8 and 13 shall survive any such termination, and no such termination shall relieve any party of liability for any breach of this Agreement occurring prior thereto.

[Remainder of page left intentionally blank]

[Signature page follows]

IN WITNESS WHEREOF, the undersigned Holders and the Company have caused this Registration Rights Agreement to be duly executed as of the date first written above.

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the undersigned Holders and the Company have caused this Registration Rights Agreement to be duly executed as of the date first written above.

Heron Therapeutics, Inc.

25 Fenton Main Street, Suite 300

Cary, North Carolina 27511

Attn: General Counsel

E-mail: [***]

with a copy (which shall not constitute notice) to:

DLA Piper LLP (US)

51 John F. Kennedy Parkway, Suite 120

Short Hills, NJ 07078

Attn: Andrew P. Gilbert and Emilio Ragosa

Email: [email protected]; [email protected]

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the undersigned Holders and the Company have caused this Registration Rights Agreement to be duly executed as of the date first written above.

c/o Rubric Capital Management LP

155 East 44th St, Suite 1630

New York, New York 10017

Attn: Brian Kleinhaus, General Counsel

E-mail: [***]

with a copy (which shall not constitute notice) to:

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Attn: Adriana Schwartz

Email: [email protected]

[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

Exhibit 10.4

CERTAIN INFORMATION HAS BEEN OMITTED IN ACCORDANCE WITH ITEM 601(B)(10) OF REGULATION S-K BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE MARKED [***].

Heron Therapeutics, Inc.

Exchange Agreement

November 8, 2026

Table of Contents

Page

Exhibits

Exhibit A: Exchange Consideration A-1

- i -

Exhibit B: Form of Payoff Letter B-1

- ii -

EXCHANGE AGREEMENT

This Exchange Agreement (the "Agreement") is entered into as of November 8, 2026 ("Effective Date"), by and between Heron Therapeutics, Inc., a Delaware corporation (the "Company") and Rubric Capital Management LP ("Rubric"), as agent for Rubric Long Term Opportunities Offshore Master Fund LP, the purchaser party under the Note Purchase Agreement, dated August 8, 2025, by and between the Company and Rubric (the "Note Purchase Agreement"). Rubric Long Term Opportunities Offshore Master Fund LP is referred to herein as the "Holder."

RECITALS

WHEREAS, the Company and Rubric entered into the Note Purchase Agreement, pursuant to which the Company issued and sold to the Holder senior unsecured convertible notes due 2031 ("Notes") in an aggregate principal amount of $35,000,000 (the "Existing Notes");

WHEREAS, the Company and CorMedix Inc., a Delaware Corporation ("CorMedix"), entered into that certain asset purchase agreement, dated the date hereof (the "Asset Purchase Agreement"), pursuant to which CorMedix agreed to purchase the Transferred Assets of the Company and to assume certain Assumed Liabilities and shall, among other things, issue to the Company shares of common stock, $0.001 par value per share of CorMedix ("CorMedix Common Stock") as set forth in the Asset Purchase Agreement ("Stock Consideration");

WHEREAS, Rubric, in its capacity as agent for the Holder, consents to the transactions contemplated under the Asset Purchase Agreement;

WHEREAS, the Company and Rubric desire to exchange the Existing Notes of the Holder for a portion of the Stock Consideration ("Exchange Consideration") in full satisfaction and discharge of the Existing Notes (including any accrued and unpaid interest) of the Holder, subject to the conditions set forth in Section 3 of this Agreement (the "Exchange"), and this Agreement shall thereupon terminate and be of no further force or effect.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the parties hereto agree as follows.

Capitalized terms used but not defined herein shall have the meanings given to them in the Note Purchase Agreement or the Asset Purchase Agreement, as applicable.

Section 1. Definitions.

"Agreement" has the meaning set forth in the first paragraph of this Agreement.

"Applicable Date" has the meaning set forth in Section 3(a).

"Asset Purchase Agreement" has the meaning set forth in the Recitals.

"Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

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"Charter Documents" has the meaning set forth in Section 4(d)(i).

"Company" has the meaning set forth in the first paragraph of this Agreement.

"CorMedix" has the meaning set forth in the Recitals.

"CorMedix Common Stock" has the meaning set forth in the Recitals.

"Effective Date" has the meaning set forth in the first paragraph of this Agreement.

"Exchange" has the meaning set forth in the Recitals.

"Exchange Consideration" has the meaning set forth in the Recitals.

"Exchange Price" has the meaning set forth in Section 3(b).

"Existing Notes" has the meaning set forth in the Recitals.

"GAAP" means generally accepted accounting principles as in effect in the United States of America.

"Governmental Entity" means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority, self-regulatory organization or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

"Holder" has the meaning set forth in the first paragraph of this Agreement.

"Material Adverse Effect" means any material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business or operations of the Company and any of its Subsidiaries taken as a whole.

"Material Contract" means all written and oral contracts, agreements, deeds, mortgages, leases, subleases, licenses, instruments, notes, commitments, commissions, undertakings, arrangements and understandings: (i) the breach of which by the Company or any Subsidiary or the termination of which would reasonably be expected to have a Material Adverse Effect, or (ii) that have been required to be filed as exhibits by the Company with the SEC since January 1, 2025 pursuant to Items 601(b)(1), 601(b)(2), 601(b)(4), 601(b)(9) or 601(b)(10) of Regulation S-K promulgated by the SEC.

"Nasdaq" means the Nasdaq Stock Market LLC.

"Notes" has the meaning set forth in the Recitals.

"Note Purchase Agreement" has the meaning set forth in the first paragraph of this Agreement.

"Payoff Letter" has the meaning set forth in Section 3(d).

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"Person" means any natural person, corporation, company, limited liability company, trust, joint venture, association, partnership, Governmental Entity or other entity.

"Pledge" means a stock pledge or margin account in the form of a customary, collateral security arrangement pursuant to which a pledgor grants a secured party a security interest in specified shares of capital stock to secure the performance of an obligation, with the secured party entitled to exercise remedies against such shares upon the occurrence of a default.

"Registration Rights Agreement" shall have the meaning set forth in the Asset Purchase Agreement.

"Rubric" has the meaning set forth in the first paragraph of this Agreement.

"SEC" means the Securities and Exchange Commission.

"Stock Consideration" has the meaning set forth in the Recitals.

"Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body are at the time beneficially owned, or the management of which is otherwise controlled (as determined in accordance with GAAP), or both, by such Person.

Section 2. Rules of Construction. For purposes of this Agreement:

(a) "or" is not exclusive;

(b) "including" means "including without limitation";

(c) "will" expresses a command;

(d) words in the singular include the plural and words in the plural include the singular, unless the context requires otherwise;

(e) "herein," "hereof" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement, unless the context requires otherwise;

(f) references to currency mean the lawful currency of the United States of America, unless the context requires otherwise; and

(g) the exhibits, schedules and other attachments to this Agreement are deemed to form part of this Agreement.

Section 3. The Exchange.

(a) Exchange. Subject to the consummation of the Closing set forth in the Asset Purchase Agreement, the parties hereto agree that, within thirty (30) calendar days of the last day of each fiscal quarter of the Company, beginning with March 31, 2027 (each, an "Applicable

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Date"), Rubric shall send a written notice (the "Rubric Notice") to the Company requesting an exchange of all or a portion of the Existing Notes that the Holder beneficially owns for Exchange Consideration as set forth on Exhibit A of this Agreement. Any amounts not requested by Rubric to be exchanged pursuant to the Rubric Notice shall be allocated pro-rata to the remaining calendar quarters. The dollar amount set forth on Exhibit A shall set forth the minimum amount that may be requested to be exchanged each calendar quarter; provided, that, if the Exchange Price does not exceed the minimum Exchange Price defined on Exhibit A, then no amounts under the Existing Notes shall be required to be exchanged. Any amounts requested to be exchanged in excess of the amounts set forth on Exhibit A shall be subject to the mutual written agreement of the Company and Rubric.

(b) Exchange Consideration. The Exchange Consideration to be delivered in connection with each Applicable Date shall be in the amounts and in the instructions set forth in Exhibit A of this Agreement, in the form of unregistered shares of CorMedix Common Stock received by the Company as Stock Consideration . Such number of shares of CorMedix Common Stock will be calculated using the volume-weighted average price of CorMedix Common Stock on its principal market over a period of five (5) consecutive trading days prior to the relevant Applicable Date (the "Exchange Price"). The Company will use its commercially reasonable efforts to promptly coordinate with CorMedix and CorMedix's transfer agent to cause the electronic transfer of the Exchange Consideration, containing a customary restricted share legend. The Registration Rights Agreement shall provide for the procedures for legend removal from such unregistered shares of CorMedix Common Stock as set forth therein.

(c) Delivery of Existing Notes and Exchange Consideration; Cancellation of Notes. Subject to satisfaction of the applicable conditions precedent specified in the Note Purchase Agreement and this Agreement, at or prior to 9:30 a.m., New York City time, on each Applicable Date, the Holder agrees to deliver copies of the Existing Notes in the principal amount to be exchanged for the Exchange Consideration for each Applicable Date (with original versions of such Existing Notes to follow as soon as practicable thereafter for cancellation). The Company shall deliver the Exchange Consideration within three (3) Business Days after receipt of copies of the Existing Notes. The Company shall promptly cancel all Notes upon receipt of the original versions of such Existing Notes surrendered for Exchange. The Company and Rubric shall mutually agree in writing on a process to issue one or more new Notes to reflect the remaining principal amount after each Exchange.

(d) Delivery of Payoff Letter. Within one (1) Business Day of receipt of the Exchange Consideration by Rubric, Rubric shall deliver, or cause to be delivered, to the Company, with a copy to CorMedix, a payoff letter in the form attached hereto as Exhibit B of this Agreement, duly executed by Rubric, on behalf of itself and the Holder (the "Payoff Letter").

Section 4. Representations, Warranties and Covenants of the Company. As a material inducement to the Holder to enter into this Agreement and consummate the Exchange, the Company hereby represents and warrants with and to the Holder, effective as of the Effective Date and as of each Applicable Date, and covenants that:

(a) Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under, and by virtue of, the laws of the State

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of Delaware and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction where failure to be so qualified would have a Material Adverse Effect.

(b) Corporate Power and Authority. The Company has all requisite corporate power and has taken all necessary corporate action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the consummation of the Exchange. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Exchange have been duly authorized by the Company's board of directors or a duly authorized committee thereof and no further consent or authorization of the Company, its board of directors or its stockholders is required. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) Consents. Neither the execution, delivery or performance of this Agreement by the Company, nor the consummation by it of the Exchange requires any consent of, authorization by, exemption from, filing with or notice to any Governmental Entity or any other Person, other than filings required under applicable U.S. federal and state securities laws.

(d) No Conflicts. The execution, delivery and performance of this Agreement and the consummation of the Exchange will not (i) result in a violation of the certificate of incorporation, as amended or the by-laws, as amended, or any equivalent organizational document of the Company or any Subsidiary (the "Charter Documents") or require the approval of the Company's stockholders, (ii) violate, conflict with or result in the breach of the terms, conditions or provisions of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give rise to any right of termination, acceleration or cancellation under, any Material Contract, (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, (iv) result in a violation of or require stockholder approval under any rule or regulation of Nasdaq that has not been so obtained, or (v) result in the creation of any encumbrance upon any of the Company's or any of its Subsidiary's assets, except under clauses (ii) through (v) any violation, breach, default or encumbrance as would not result in a Material Adverse Effect. Neither the Company nor any Subsidiary is (i) in violation of its Charter Documents, (ii) in default (and no event has occurred which, with notice or lapse of time or both, would cause the Company or any Subsidiary to be in default) under, nor has there occurred any event giving others (with notice or lapse of time or both) any rights of termination, amendment, acceleration or cancellation of, any Material Contract to which the Company or any Subsidiary is a party, nor has the Company or any Subsidiary received written notice of a claim that it is in default under, or that it is in violation of, any Material Contract (whether or not such default or violation has been waived), (iii) in violation of, or in receipt of written notice that it is in violation

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of, any law, ordinance or regulation of any Governmental Entity, except where the violation would not result in a Material Adverse Effect, and (iv) in violation of any order of any Governmental Entity having jurisdictional over the Company or any Subsidiary or any of the Company's or any Subsidiary's properties or assets.

(e) Subsidiaries. Except for Heron Therapeutics B.V., organized in the Netherlands, the Company does not have any Subsidiaries, and such Subsidiary is wholly owned by the Company.

(f) Acknowledgment. Rubric acknowledges and agrees that certain additional representations and warranties of CorMedix regarding CorMedix Common Stock were made in the Asset Purchase Agreement, on the dates referred to therein and subject to the qualifications set forth in the Asset Purchase Agreement.

(g) Covenant. The Company hereby agrees that it will not Pledge the Stock Consideration in an amount not to exceed two (2) times the value of the Exchange Consideration then outstanding as of each date that such Pledge remains in effect. For the avoidance of doubt, the Company shall, at all times that any Exchange Consideration is outstanding, maintain an amount of Stock Consideration free and clear from any Pledge in a minimum amount equal to two (2) times the value of the value of the Exchange Consideration then outstanding as of each date that such Pledge remains in effect. For purposes of this Section 4(g), the value of the Stock Consideration shall be determined on each trading day based upon the closing price per share of CorMedix Common Stock on its principal market on such trading day.

Section 5. Representations, Warranties and Covenants of the Holder. As a material inducement to the Company to enter into this Agreement and consummate the Exchange, the Holder hereby represents and warrants with and to the Company, effective as of the Effective Date and as of each Applicable Date, and covenants that:

(a) Organization and Authority. The Holder has the requisite power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby has been duly authorized by the Holder's board of directors or other governing body. This Agreement has been duly executed and delivered by the Holder and constitutes the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms.

(b) Ownership of Existing Notes. The Holder owns the Existing Notes free and clear of any preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof.

(c) Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

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(d) No Conflicts. The execution, delivery and performance by the Holder of this Agreement, and the consummation by the Holder of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the Holder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws).

Section 6. Termination.

(a) Termination. This Agreement and the obligations of the parties to this Agreement will terminate:

(1) upon the mutual written consent of the parties to this Agreement;

(2) upon termination of the Asset Purchase Agreement pursuant to its terms; and

(3) upon the full satisfaction and discharge of all outstanding Existing Notes.

(b) Survival. Notwithstanding anything herein to the contrary, no termination of this Agreement shall relieve or otherwise limit the liability of any party for any breach of this Agreement occurring prior to such termination.

Section 7. Miscellaneous.

(a) Waiver; Amendment. Neither this Agreement nor any provisions hereof may be amended, waived, modified, changed, discharged or terminated except by an instrument in writing, signed by all the parties hereto.

(b) Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof will be assignable by either the Company, on the one hand, or the Holder, on the other hand, without the prior written consent of the other parties. Any assignment in violation of the foregoing shall be null and void.

(c) Further Instruments and Acts. Each of the parties to this Agreement agrees to execute and deliver such further agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby, and do such further acts as may be reasonably necessary or proper to more effectively carry out the purposes of this Agreement.

(d) Waiver of Jury Trial. EACH OF THE COMPANY AND THE HOLDER IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING IN CONNECTION WITH OR ARISING OUT OF THIS

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AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

(e) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the city of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action, or proceeding is brought in an inconvenient forum or that the venue of such suit, action, or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action, or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

(f) Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement.

(g) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed to be an original and all of which together will be deemed to be one and the same agreement. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission (including pdf format) will be effective as delivery of a manually executed counterpart hereof.

(h) Notices. All notices and other communications to any party provided for herein will be in writing and will be deemed to have been duly given if delivered personally or sent by nationally recognized overnight courier service or by registered or certified mail, return receipt requested, postage prepaid to the following addresses (or such other address as either party may have hereafter specified by notice in writing to the other): (i) if to the Company, the address provided on the signature page hereto of the Company, with a copy to DLA Piper LLP (US), 51 John F. Kennedy Parkway, Suite 120, Short Hills, NJ 07078, Attention: Andrew P. Gilbert and Emilio Ragosa; and (ii) if to the Holder, the address provided on the signature page hereto of the Holder.

(i) Binding Effect. The provisions of this Agreement will be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

(j) Notification of Changes. Each party covenants and agrees to notify the other party upon the occurrence of any event prior to the Effective Date and each Applicable Date that would

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cause any representation, warranty, or covenant contained in this Agreement to be false or incorrect.

(k) Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(l) Entire Agreement. This Agreement, including all Exhibits hereto, constitute the entire agreement of the parties hereto with respect to the specific subject matter covered hereby, and supersede in their entirety all other agreements or understandings between or among the parties with respect to such specific subject matter.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed as of the date first written above.

HERON THERAPEUTICS, INC.

By:_/s/ Craig Collard_______

Name: Craig Collard

Title: Chief Executive Officer

Address: 25 Fenton Main Street, Suite 300,

Cary, North Carolina 27511

Email: [***]

EXHIBIT A

[***]

A-1

EXHIBIT B

FORM OF RUBRIC PAYOFF LETTER

[See attached.]

B-1

[●], 20[●]

Heron Therapeutics, Inc.

25 Fenton Main Street, Suite 300

Cary, North Carolina

Attention: [●]

CorMedix Inc.
389 Interpace Pkwy, Suite 450

Parsippany, New Jersey 07054

Attention: Joseph Todisco and Beth Zelnick Kaufman

Re: Note Purchase Agreement dated as of August 8, 2025

To the addressees hereof:

Reference is hereby made to that certain (i) Note Purchase Agreement, dated as of August 8, 2025 (the "Note Purchase Agreement"), by and among Heron Therapeutics, Inc., a Delaware corporation (the "Company"), the purchasers from time to time party thereto (the "Holder"), and Rubric Capital Management LP, as agent for the Holder ("Rubric"), (ii) Exchange Agreement (the "Exchange Agreement"), dated as of November 8, 2026, by and between the Company and Rubric, as agent for the Holder, and (iii) Asset Purchase Agreement, dated as of November 8, 2026 (the "Asset Purchase Agreement"), by and between the Company and CorMedix Inc., a Delaware corporation ("Buyer"). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Exchange Agreement.

The Company and Rubric have agreed to exchange the Existing Notes of the Holder for a portion of the Stock Consideration ("Exchange Consideration") in full satisfaction and discharge of the Existing Note (including any accrued and unpaid interest) of the Holder, subject to the conditions set forth in Section 3 of the Exchange Agreement, and the Exchange Agreement shall thereupon terminate and be of no further force or effect.

This letter (this "Payoff Letter") confirms that, upon receipt by Rubric, on behalf of itself and the Holder, the following amount of the Exchange Consideration as of the relevant Applicable Date, as set forth in Exhibit A to the Exchange Agreement, has been paid in full (such amount, the "Payoff Amount"):

Principal: $[●]

Interest: $[●]

Total Payoff Amount: $[●]

Rubric, on behalf of the Holder, hereby agrees and confirms to the Company that notwithstanding anything to the contrary contained in the Agreement, upon Rubric's receipt of the Payoff Amount:

(a) the portion of the Notes (including, without limitation, principal, accrued interest, and any other amounts) that have been exchanged for Exchange Consideration in

B-2

connection with the relevant Applicable Date and other obligations of the Company related to such Notes shall be paid and satisfied in full and be automatically, immediately and irrevocably discharged, terminated and released without any further action by any person; and

(b) Rubric will promptly take such additional steps (including, but not limited to, the execution and/or delivery of documents) as may from time to time reasonably be requested by the Company to evidence the payoff, release and/or termination contemplated by this Payoff Letter.

This Payoff Letter shall be binding on and shall inure solely to the benefit of the parties hereto and their respective successors and assigns, and no other person shall have any rights herein as a third party beneficiary or otherwise.

This Payoff Letter may be signed by the parties hereto in several counterparts. Delivery of a photocopy or other electronic means (including .pdf) of an executed counterpart of this Payoff Letter shall be effective as delivery of a manually executed original counterpart of this Payoff Letter.

This Payoff Letter constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings (whether written or oral) between the parties with respect to the subject matter hereof.

This Payoff Letter shall be governed by and construed in accordance with the laws of the State of New York.

The undersigned parties have signed below to indicate their consent to be bound by the terms and conditions of this Payoff Letter.

[Signature Pages Follow]

B-3

Very truly yours,

RUBRIC CAPITAL MANAGEMENT LP, the agent

By:
Name:
Title:

B-4

ACKNOWLEDGED AND AGREED TO:

HERON THERAPEUTICS, INC., as the Company

By:
Name:
Title:

B-5

Exhibit 99.1

CorMedix Therapeutics to Acquire Substantially All Assets of Heron Therapeutics, Expanding Its Portfolio of Products Used in Institutional Settings of Care

Adds four commercial-stage products - ZYNRELEF®, APONVIE®, CINVANTI® and SUSTOL® - to CorMedix's hospital- and acute-care-focused commercial platform

Upfront consideration consisting of $145 million in cash, subject to customary purchase price adjustments, plus 14,583,333 shares of CorMedix common stock

Additional consideration of up to $55 million in earn-out payments to Heron tied to calendar year 2028 ZYNRELEF net sales plus a royalty on net sales of certain products above a sales threshold

Transaction expected to be immediately accretive to CorMedix earnings and free cash flow, as well as estimated to generate $45-$60 million in near-term total operating cost synergies

CorMedix entered into a new senior secured term loan facility with funds managed by Pharmakon Advisors and will draw $75 million of non-dilutive financing to support the transaction

Heron to remain a publicly traded company with its credit facility repaid, a significant position in CorMedix common stock and rights to earn-out and royalty payments

Transaction expected to close in the first quarter of 2027, subject to regulatory clearance and approval by Heron stockholders and other customary closing conditions

CorMedix to host a conference call and webcast today at 4:30 p.m. Eastern Time

PARSIPPANY, N.J. and CARY, N.C., November 9, 2026 - CorMedix Therapeutics (Nasdaq: CRMD) ("CorMedix") and Heron Therapeutics, Inc. (Nasdaq: HRTX) ("Heron") today announced that they have entered into a definitive asset purchase agreement (the "Agreement") under which CorMedix will acquire substantially all of the assets of Heron, and assume certain of Heron's liabilities, for upfront consideration consisting of $145 million in cash, subject to customary purchase price adjustments, plus 14,583,333 shares of CorMedix common stock, plus up to $55 million in contingent earn-out payments and royalties on net sales of certain Heron products. The transaction has been unanimously approved by the Boards of Directors of both companies.

The acquisition adds four commercial-stage products to CorMedix's portfolio: ZYNRELEF (bupivacaine and meloxicam) extended-release solution for postoperative pain; APONVIE (aprepitant) injectable emulsion for the prevention of postoperative nausea and vomiting; CINVANTI (aprepitant) injectable emulsion and SUSTOL (granisetron) extended-release injection for the prevention of chemotherapy-induced nausea and vomiting. Each is administered in hospitals, ambulatory surgical centers or infusion centers - the institutional settings of care where CorMedix has built its commercial infrastructure. The transaction also includes the assumption of Heron's rights with respect to products covered by Heron's multi-product Development and License Agreement.

Management Commentary

"This acquisition is a meaningful step forward in our strategy to build a diversified portfolio of products used in institutional settings of care, which creates substantial value for CorMedix shareholders," said Joseph Todisco, Chairman & Chief Executive Officer of CorMedix. "Heron's products are a natural fit for

the commercial platform we have built, and we see ZYNRELEF in particular as an asset with significant untapped potential as hospitals and surgery centers increasingly adopt non-opioid approaches to postsurgical pain. We expect to realize $45-$60 million in operating cost synergies by leveraging our existing infrastructure, and we have structured this transaction in a manner which will be immediately accretive to earnings and free cash flow. Importantly, the Pharmakon facility gives us an efficient source of non-dilutive capital to fund this transaction while preserving dry powder for additional growth-oriented business development opportunities, including the flexibility of a second $75 million tranche to fund further growth."

"Following a thorough review of strategic alternatives, our Board concluded that this transaction offers the most compelling path forward for Heron stockholders," said Craig Collard, Chief Executive Officer of Heron. "The transaction provides substantial consideration through a combination of cash, CorMedix stock and earn-out payments, enabling Heron to complete the repayment of its outstanding credit facility with Hercules and become a significant stockholder of a company we believe is well-positioned for future growth and value creation. In addition, the earn-out and royalties provide the opportunity for Heron and our stockholders to further benefit from the success of the products our team has built. I am deeply grateful to the entire Heron team for their hard work advancing the standard of care for patients, and I believe that CorMedix has the scale, financial strength and institutional commercial focus to accelerate the growth of ZYNRELEF and APONVIE and to help ensure that CINVANTI continues to reach the patients who rely on it."

Transaction Terms

Under the terms of the Agreement, CorMedix will pay upfront consideration consisting of $145 million in cash, subject to customary purchase price adjustments, and issue 14,583,333 shares of CorMedix common stock. The number of shares was determined by dividing $105 million by $7.20 per share and is fixed, subject to customary adjustment for stock splits and similar events; it will not be adjusted for changes in CorMedix's share price prior to closing. Based on the closing price of CorMedix common stock of $5.32 on November 6, 2026, the stock consideration has a value of approximately $77.6 million, and the upfront consideration has an aggregate value of approximately $222.6 million.

In addition to the upfront consideration, Heron will be eligible to receive:

In connection with the transaction, Rubric Capital Management LP ("Rubric"), the holder of Heron's senior unsecured convertible notes due 2031, has agreed to exchange this debt, consisting of $35.0 million in aggregate principal amount of such notes plus accrued and unpaid interest (approximately $37.8 million in the aggregate as of September 30, 2026), for shares of CorMedix common stock received by Heron (the "Exchange"). This Exchange between Heron and Rubric is expected to occur in four quarterly tranches following the closing, subject to the terms and conditions of the exchange agreement.

Both Heron and Rubric have entered into respective governance agreements with CorMedix, wherein Heron shall have the right to name one new member to the CorMedix Board of Directors for so long as Heron continues to hold at least 10% of the outstanding shares of CorMedix and where each of Heron and Rubric have agreed to prohibitions on certain conduct and limitations on trading in CorMedix shares.

The transaction is subject to approval by Heron stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. The transaction is not subject to any financing contingency and is expected to close in the first quarter of 2027.

In connection with the transaction, certain Heron stockholders holding approximately 22% of Heron's outstanding common stock, including Rubric, have entered into voting agreements with Heron and CorMedix pursuant to which they have agreed to vote their shares in favor of the transaction.

Strategic Rationale

The acquisition advances CorMedix's strategy of expanding its portfolio with differentiated products used in institutional settings of care. Following its acquisition of Melinta Therapeutics, CorMedix has assembled a commercial organization focused on hospitals, infusion centers, dialysis clinics and other institutional settings of care. The Heron portfolio is highly complementary to this footprint, sharing overlapping call points across hospital pharmacy and therapeutics committees, group purchasing organizations, integrated delivery networks and ambulatory surgical centers.

Expected Pro Forma Financial Profile and Financing1

CorMedix expects the transaction to be immediately accretive to earnings and free cash flow upon closing and to generate operating cost synergies of an estimated $45-$60 million on an annualized run-rate basis by year-end 2027, driven primarily by the elimination of redundant commercial, general and administrative, and public company expenses.

CorMedix expects pro forma 2026 estimated revenue for the combined business to be $465-$490 million. In addition, CorMedix expects the acquired Heron assets to generate approximately $125-150 million of estimated pro forma revenue in 2027.

Concurrent with the signing of the Agreement, CorMedix entered into a new $150 million senior secured term loan facility with funds managed by Pharmakon Advisors, LP ("Pharmakon"). Under the facility,

CorMedix expects to draw $75 million at the closing of the Heron asset acquisition, and an additional $75 million tranche may be drawn at CorMedix's discretion through June 30, 2028 to support future business development transactions.

Pharmakon Advisors, LP is a leading investor in non-dilutive debt for the life sciences industry and serves as the investment manager for the BioPharma Credit funds. Established in 2009, funds managed by Pharmakon Advisors have committed $12.9 billion across 82 investments.

Key terms of the asset purchase agreement with Heron, the loan facility and other agreements referenced herein will be described in a Current Report on Form 8-K to be filed by CorMedix with the Securities and Exchange Commission.

Heron Commentary

Following the closing, Heron will exit the operation of its current biotechnology business and other historical operations, but it does not intend to liquidate and will remain a publicly traded company. Heron will retain significant federal and state net operating loss carryforwards (approximately $2.3 billion as of September 30, 2026), certain other tax attributes and other material assets, including the shares of CorMedix common stock issued to Heron, the right to receive future royalties and earn-out payments, and cash on hand. Following the closing, the Heron Board of Directors intends to actively evaluate various strategic transactions and opportunities for the use of the proceeds of the transaction, including acquiring or investing in additional businesses or assets, which may or may not be pharmaceutical or biotechnology businesses or assets. Such opportunities may include, but are not limited to, the acquisition of products, product candidates, milestone payments and royalty streams, programs or technologies as well as pursuing strategic alliances, joint ventures, investments in complementary businesses, out-licensing and in-licensing agreements, divestitures or other transactions. It is currently uncertain what businesses or assets Heron may acquire or invest in following the closing of the transaction, and the Heron Board of Directors intends to evaluate opportunities to create value for the benefit of stockholders.

Key terms of the asset purchase agreement with CorMedix and other agreements referenced herein will be described in a Current Report on Form 8-K to be filed by Heron with the Securities and Exchange Commission.

Third Quarter 2026 Financial Results

CorMedix will report third quarter 2026 financial results on November 12, 2026. Please refer to CorMedix's press release issued here to register and for more information.

Heron reports its third quarter 2026 financial results today, November 9, 2026. In light of the transaction with CorMedix, Heron will not hold an associated conference call.

Advisors

Moelis & Company LLC is serving as exclusive financial and financing advisor to CorMedix, and Willkie Farr & Gallagher LLP is serving as legal counsel. Leerink Partners is serving as exclusive financial advisor to Heron, and DLA Piper LLP (US) is serving as legal counsel.

Conference Call and Webcast

CorMedix will host a conference call and webcast today at 4:30 p.m. EST to discuss the transaction. To participate by telephone, please see information listed below. The live webcast will also be available on the Presentations and Events page within the Investors section of the CorMedix website at https://www.cormedix.com. A replay will be available on the CorMedix website following the call.

Investor Call Information: Monday, November 9th at 4:30 p.m. EST

Domestic: 1-800-715-9871

International: 1-646-307-1963

Webcast: Webcast Link

About CorMedix

CorMedix Therapeutics is a biopharmaceutical company focused on developing and commercializing therapeutic products for the prevention and treatment of life-threatening conditions and diseases in the United States. CorMedix is focused on selling and marketing products in institutional care settings in the U.S. and has field-based medical and commercial infrastructure deployed in hospitals, clinics and infusion centers. For more information visit: www.cormedix.com.

About Heron Therapeutics

Heron Therapeutics, Inc. is a commercial-stage biotechnology company focused on improving the lives of patients by developing and commercializing therapeutic innovations that improve medical care. Our advanced science, patented technologies, and innovative approach to drug discovery and development have allowed us to create and commercialize a portfolio of products that aim to advance the standard-of-care for acute care and oncology patients. For more information, visit www.herontx.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "guidance," "intend," "may," "plan," "potential," "project," "seek," "should," "target," "will," "would," and similar expressions. All statements, other than statements of historical facts, should be considered forward-looking statements, including, but not limited to, statements regarding the proposed transaction by CorMedix to purchase substantially all of the assets of Heron (the "Proposed Transaction"); Heron's ability to provide an additional revenue base of four FDA-approved commercial brands, with opportunities to drive future growth; the expected timing of closing; the anticipated benefits of the Proposed Transaction, including expected synergies, diversification of revenue base and the expectation that the Proposed Transaction will be accretive to earnings; statements regarding product strategy, growth and label expansion opportunities; development and expectations of CorMedix's and Heron's product pipeline, results of real-world studies, expectations regarding product utilization, reimbursement rates, and market access, including changes in CMS reimbursement methodology; the potential achievement of earn-out milestones and royalty payments; the commercial potential of ZYNRELEF and the other acquired products; the development of the acquired pipeline program; the terms, funding and availability of the Pharmakon term loan facility; CorMedix's ability to pursue future business development transactions; estimates of total addressable market size; and Heron's plans following the closing, including its expectation to remain a publicly traded company.

These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including: the failure to obtain Heron stockholder approval or required regulatory clearances, or to satisfy other closing conditions, on a timely basis or at all; CorMedix's ability to successfully integrate the acquired assets, achieve anticipated synergies, accretion, and EBITDA or Adjusted EBITDA on a timely basis or at all; the amount of any adjustments to the consideration under the asset purchase agreement; the occurrence of any event that could give rise to termination of the asset purchase agreement, including circumstances requiring Heron to pay a

termination fee; the risk that CorMedix's or Heron's stock price may decline if the Proposed Transaction is not completed; fluctuations in the price of CorMedix common stock; dilution to CorMedix's stockholders; disruption to CorMedix's and Heron's business relationships with customers, suppliers and employees, including as a result of the announcement or pendency of the Proposed Transaction, and diversion of management's attention; restrictions on the conduct of Heron's business while the Proposed Transaction is pending; unexpected costs, liabilities or delays relating to the Proposed Transaction and the acquired products; market acceptance and reimbursement of the acquired products, including continued eligibility for separate payment under the NOPAIN Act; changes to reimbursement rates and methodology, customer utilization, and other factors impacting the demand for CorMedix's and Heron's products; competition; manufacturing and supply risks; the incurrence of indebtedness and compliance with covenants under the Pharmakon facility; litigation relating to the Proposed Transaction; uncertainty about CorMedix's or Heron's business, operations and strategy after the consummation of the Proposed Transaction, including (i) the risk that Heron may not identify, pursue or complete an acquisition of, or investment in, another business, (ii) the risk that Heron may not find opportunities to utilize its NOLs after the consummation of the Proposed Transaction or that its ability to use its NOLs may be limited or lost, (iii) Heron's plans with respect to shares of CorMedix common stock received by Heron as consideration in the Proposed Transaction, including uncertainty and timing of any sales, transfers or other distributions of such shares, (iv) the risk that the value of CorMedix common stock received by Heron as consideration in the Proposed Transaction may decline and that Heron may be unable to sell or otherwise monetize such shares when or at the price it expects and (v) Heron's lack of operating revenues or material operations following the closing, the risk that Heron may not regain or maintain compliance with Nasdaq's continued listing requirements, and the risk that Heron may be deemed an investment company under the Investment Company Act of 1940; and the other risks described in the periodic reports filed by CorMedix and Heron with the Securities and Exchange Commission ("SEC"), including their most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, copies of which are available free of charge at the SEC's website at www.sec.gov or upon request from CorMedix and Heron, as applicable. All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and readers are cautioned not to place undue reliance on them. Forward-looking statements speak only as of the date of this press release, and neither CorMedix nor Heron undertakes any obligation to update them, except as required by law.

Non-GAAP Financial Information

This press release includes financial measures that do not conform to generally accepted accounting principles ("GAAP"). These measures should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provided by other companies. CorMedix does not provide reconciliations for non-GAAP estimates on a forward-looking basis when it is unable to provide a meaningful or accurate calculation or estimation of reconciling items or the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of various items that have not yet occurred, are out of CorMedix's control and/or cannot be reasonably predicted. For the same reasons, CorMedix is unable to address the probable significance of the unavailable information.

Additional Information and Where to Find It

In connection with the Proposed Transaction, Heron intends to file with the SEC a proxy statement on Schedule 14A. Each of CorMedix and Heron may also file other relevant documents with the SEC regarding the Proposed Transaction. This press release is not a substitute for the proxy statement or any other document that Heron may file with the SEC. Heron will mail the definitive proxy statement to its stockholders. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, as well as any amendments or supplements to those documents, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders may obtain

these documents free of charge at the SEC's website, www.sec.gov, and on the Investors section of the CorMedix's investor relations website at https://cormedix.com/investors/ and Heron's investor relations website at https://ir.herontx.com/.

Participants in the Solicitation

CorMedix, Heron and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Heron's stockholders in connection with the Proposed Transaction. Information about the directors and executive officers of Heron, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in its proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 30, 2026, which is available online at https://www.sec.gov/ix?doc=/Archives/edgar/data/818033/000119312526196306/hrtx-20260430.htm, under the headings "Information Concerning the Board of Directors," "Information Concerning Executive Officers," "Corporate Governance - 2025 Director Compensation," "Security Ownership of Certain Beneficial Owners and Management," "Certain Relationships and Related Person Transactions" and "Executive Compensation," and information about the directors and executive officers of CorMedix, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in its proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 29, 2026, which is available online at https://www.sec.gov/ix?doc=/Archives/edgar/data/1410098/000121390026049311/ea0286136-05.htm, under the headings "Proposal No. 1 - Approval of the Director Election Proposal," "Corporate Governance - Executive Officers," "Security Ownership of Certain Beneficial Owners and Management," "Director Compensation," "Executive Compensation" and "Certain Relationships and Related Transactions," and, in each case, in subsequently filed Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Forms 3, 4 and 5. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.

Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in Heron's definitive proxy statement and other relevant materials to be filed with the SEC regarding the Proposed Transaction when such materials become available. Investors and stockholders should read the proxy statement carefully when it becomes available before making any voting or investment decisions. Copies of these documents may be obtained, free of charge, from the sources indicated above.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The shares of CorMedix common stock to be issued to Heron in the Proposed Transaction will be issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Contacts

CorMedix -

Investors:

Dan Ferry
Managing Director
LifeSci Advisors
[email protected]
(617) 430-7576

Heron Therapeutics -

Investor Relations and Media:

Ira Duarte

Executive Vice President, Chief Financial Officer

Heron Therapeutics, Inc.

[email protected]

858-251-4400