UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Innovus Pharmaceuticals, Inc.

 (Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

45778V106

(CUSIP Number)

Novalere Holdings, LLC
151 Tremont Street, Penthouse
Boston, MA 02111

With a copy to:

Gil Arie, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1781

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 5, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This statement on Schedule 13D relates to the common stock, $0.001 par value (the “Common Stock”), of Innovus Pharmaceuticals, Inc., a Nevada corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 9171 Towne Center Drive, Suite 440, San Diego, CA 92122.

This statement on Schedule 13D is being filed by Novalere Holdings, LLC, a Delaware limited liability company (“Holdings”). Investment and voting authority regarding the shares of Common Stock held by Holdings is vested in a three-person board of managers. No member of the board of managers may act individually to vote or sell the shares of Common Stock held by Holdings and no member of the board of managers may act individually to remove another member. The principal business of Holdings is to hold the Common Stock issued to Holdings in connection with the Merger (as described in Item 4 below). The address of the principal business and the principal office of Holdings is 151 Tremont Street, Penthouse, Boston, MA 02111.

(d)         During the five years preceding the date of this statement on Schedule 13D, Holdings has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the five years preceding the date of this statement on Schedule 13D, Holdings was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

Holdings acquired the right to receive up to an aggregate of 25,617,592 shares of the Common Stock (the “Holdings Consideration Shares”) in exchange for 24,377,083 shares of common stock of Novalere FP, Inc., a Delaware corporation (“Novalere”) in connection with the merger of Novalere with and into the Issuer (the “Merger,” as more fully described in Item 4). At the closing of the Merger (the “Closing”), 12,808,796 of the Holdings Consideration Shares (the “Closing Shares”) were issued in the name of Holdings, with 11,527,917 of such Closing Shares distributed to Holdings at the Closing, and 1,280,879 of the Closing Shares (the “Escrow Shares”) delivered to Wilmington Trust, National Association as escrow agent (the “Escrow Agent”), to be held in escrow for the benefit of Holdings. The distribution of the remainder of the Holdings Consideration Shares is subject to certain conditions set forth in the Agreement and Plan of Merger dated February 4, 2015 (the “Merger Agreement”) between the Issuer, Novalere, Holdings, Innovus Pharma Acquisition Corporation I, a Delaware corporation and wholly-owned subsidiary of the issuer (“Merger Sub I”), and Innovus Pharma Acquisition Corporation II, a Delaware corporation and wholly-owned subsidiary of the issuer (“Merger Sub II”).

On February 5, 2015 (the “Closing Date”), pursuant to the Merger Agreement, the Issuer acquired Novalere through a two-step merger. First, Merger Sub I merged with and into Novalere, and second, Novalere merged with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of the Issuer. Pursuant to the articles of merger effectuating the Merger, Merger Sub II changed its name to Novalere, Inc.

As a result of the Merger, the outstanding shares of Novalere common stock (other than shares owned by (i) non-accredited stockholders of Novalere, who were cashed out at the closing or (ii) any stockholder of Novalere who was entitled to and properly exercises dissenters’ rights under Delaware law) were converted into the right to receive an aggregate of 25,895,312 shares of the Common Stock (the “Consideration Shares”). The Consideration Shares represented 49% of the total shares of the Issuer issued and outstanding upon completion of the Merger.

Under the terms of the Merger Agreement, at the Closing the former Novalere stockholders were entitled to receive 50% of the Consideration Shares (the “Closing Consideration Shares”), and the remaining 50% of the Consideration Shares (the “ANDA Consideration Shares”) will be delivered to the former Novalere stockholders only if an Abbreviated New Drug Application of Fluticasone Propionate Nasal Spray of Novalere Manufacturing Partners is approved by the Food and Drug Administration (the “ANDA Approval”). 10% of the Closing Consideration Shares, and if ANDA Approval is obtained prior to the 18 month anniversary of the Closing Date, 30% of the ANDA Consideration Shares, will be held in escrow for a period of 18 months from the Closing Date to be applied towards any indemnification claims by the Issuer pursuant to the Merger Agreement.

Accordingly, at the Closing, the Common Stock reported in this Schedule 13D was issued in the name of Holdings, (i) 11,527,917 shares of which were delivered to Holdings and (ii) 1,280,879 shares of which were delivered to the Escrow Agent, to be held in escrow for the benefit of Holdings. If ANDA Approval is received, Holdings will have the right to receive an additional 12,808,796 shares of the Common Stock (the “ANDA Shares”), with 8,966,158 of such shares distributable to Holdings immediately upon receipt of ANDA Approval, and 3,842,638 of such shares delivered to the Escrow Agent to be held in escrow for the benefit of Holdings.

Holdings intends to review continuously its equity interest in the Issuer. Depending upon its evaluation of the factors described below, Holdings may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by Holdings, or cease buying or selling such securities; any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated transactions or otherwise.

Holdings, through its managers, employees or agents may wish to engage in a constructive dialogue with officers, directors and other representatives of the Issuer, as well as the Issuer’s shareholders; topics of discussion may include, but are not limited to, the Issuer’s markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. Holdings may also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The factors that Holdings may consider in evaluating its equity interest in the Issuer’s business include the following: (i) the Issuer’s business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels; (iii) the availability and nature of opportunities to dispose of Holdings’ interests; (iv) general economic conditions; (v) stock market conditions; and (vii) other plans and requirements of Holdings and its members.

Depending on its assessment of the foregoing factors, Holdings may, from time to time, modify their present intention as stated in this Item 4.

Except as set forth above, Holdings intends to continuously review its options but does not have at this time any specific plans that would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or Board of Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer’s Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or by-laws that may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

The Merger has been described in further detail in Items 1.01, 2.01 and 3.02 of the Issuer’s Form 8-K dated February 5, 2015 (the “8-K”). The agreements entered into in order to effect the Merger have been described and previously filed with the SEC as exhibits to the 8-K. These agreements (which are listed on Item 7 hereto) are being included as exhibits to this Schedule 13D and are incorporated in their entirety by reference into this Item 4.

(a, b)      The percentages of beneficial ownership reported in this Item 5, and on the cover page to this Schedule 13D, are based on a total of 40,545,545 shares of the Common Stock issued and outstanding as of March 24, 2015, as reported in the most recent annual report of the Issuer on Form 10-K for the fiscal year ended December 31, 2014. All of the share numbers reported below, and on the cover page to this Schedule 13D, are as of April 14, 2015, unless otherwise indicated. The cover page to this Schedule 13D is incorporated by reference in its entirety into this Item 5(a, b).

Holdings directly holds, and thus has sole voting and dispositive power over, 11,527,917 shares of Common Stock, which does not include the Escrow Shares or the ANDA Shares. Holdings has sole voting power over the Escrow Shares. Accordingly, Holdings beneficially owns 12,808,796 shares of Common Stock (including the Escrow Shares but not including the ANDA Shares), or approximately 31.6% of the outstanding shares of the Common Stock.

(c)         Except as described in Item 3 with respect to the Merger, Holdings did not effect any transaction in shares of the Common Stock from December 7, 2014 (the date 60 days prior to the Closing Date) to April 14, 2015.

(d)         Pursuant to the terms of certain contingent promissory notes issued by Holdings to Chen Schor, the founder of Novalere, and Novalere LLC, an entity controlled by Mr. Schor, Holdings may be required to make payments to Mr. Schor and Novalere LLC upon its receipt or distribution of the proceeds from the sale of shares of the Common Stock by Holdings in the aggregate amount of 50% of the net amount of such proceeds, up to an aggregate maximum of $2,000,000. No other person (other than Holdings) is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of the Common Stock.

(e)          Not applicable.

The Merger Agreement, as described in Items 3 and 4 above and incorporated by reference in their entirety into this Item 6.

In connection with the Merger, certain parties to the Merger entered into the following additional agreements:

Registration Rights and Stock Restriction Agreement

Pursuant to a Registration Rights and Stock Restriction Agreement between the Issuer and Holdings dated February 4, 2015 (the “Registration and Restriction Agreement”), Holdings agreed to the following restrictions on the sale of the Holdings Consideration Shares: (i) after the six-month anniversary of the Closing Date, and until the 12-month anniversary of the Closing Date, no more than 1/3 of the Holdings Consideration Shares may be sold; (ii) after the 12-month anniversary of the Closing Date and until the 18-month anniversary of the Closing Date, no more than 2/3 of the Holdings Consideration Shares may be sold; and (iii) all of the Holdings Consideration Shares may be sold upon the earliest to occur of: (A) the 18-month anniversary of the Closing Date, (B) ANDA Approval, and (C) the Issuer’s stock being listed on a national securities exchange.

In addition, the Registration and Restriction Agreement grants to Holdings certain demand and piggy-back registration rights. If the Issuer elects to file a registration statement to register stock for sale or resale, Holdings has the right to have its shares of Common Stock included on such registration statement, subject to certain exceptions. In addition, at any time after (i) 18 months from the Closing Date and (ii) ANDA Approval is obtained, holders of a majority of the Holdings Consideration Shares eligible to be registered may demand that the Issuer file a registration statement on Form S-1 to register the Holdings Consideration Shares. Further, at any time after ANDA Approval is obtained and the Issuer is eligible to file a registration statement on Form S-3, holders of a majority of the Holdings Consideration Shares eligible to be registered, provided that such shares have an anticipated public offering price, net of selling expenses, of at least $1 million, may demand that the Issuer file a registration statement on Form S-3 to register the Holdings Consideration Shares, provided, however, that the Issuer shall not be required to file more than three S-3 demand registration statements.

Voting Agreement

The Voting Agreement between the Issuer and Holdings dated February 4, 2015 (the “Voting Agreement”) provides that for a period of two years following the Closing Date, Holdings (and any transferee of any Holdings Consideration Shares) (i) will vote in favor of any proposal by the Issuer’s Board of Directors to effect certain corporate transactions, (ii) will not attempt to be elected or nominate others to be elected to the Issuer’s Board of Directors, and will vote for the directors nominated by the Issuer’s Board of Directors, and (iii) will vote in favor of any proposal by the Issuer’s Board of Directors to issue additional securities of the Issuer for capital raising purposes. The Voting Agreement will continue in full force and effect for an additional 18 months with respect to Holdings and any transferee of Holdings Consideration Shares for so long as Holdings or such transferee continues to beneficially own 10% of the Issuer’s Common Stock during that time.

Escrow Agreement

The Escrow Agreement between the Issuer, Holdings and the Escrow Agent dated February 5, 2015 governs the parties’ rights and obligations regarding holding, maintaining, distributing and receiving the shares of Common Stock held in escrow for the benefit of Holdings in accordance with the Merger Agreement.

Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between Holdings and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

The Merger has been described in further detail in items 1.02, 2.01 and 3.02 of the Issuer’s Current Report on Form 8-K filed with the SEC on February 5, 2015 (the “8-K”). The agreements entered into in order to effect the Merger have been described and previously filed with the SEC as exhibits to the 8-K. These agreements (which are listed on in Item 7 hereto) are included as exhibits to this Schedule 13D and are incorporated in their entirety by reference into this Item 6.

[signature pages follow]

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit 4

ESCROW AGREEMENT

This Escrow Agreement dated this 5^th day of February, 2015 (the “Agreement”), is entered into by and among Innovus Pharmaceuticals, Inc., a Nevada corporation (“Acquiror”), Novalere Holdings, LLC, a Delaware limited liability company, (“NFP”) (Acquiror and NFP, collectively, the “Parties,” and individually, a “Party”), and Wilmington Trust, National Association, as escrow agent (“Escrow Agent”).

RECITALS

A. Acquiror, Innovus Pharma Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Acquiror, Innovus Pharma Acquisition Corporation II, a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), Novalere FP, Inc., a Delaware corporation (“Novalere”), and NFP, have entered into an Agreement and Plan of Merger dated as of February 4, 2015 (the “Merger Agreement”), pursuant to which, among other things, (i) Novalere shall be merged with and into Merger Sub (the “Merger”), with Merger Sub being the surviving corporation in the Merger, and (ii) as merger consideration, Acquiror shall issue to the stockholder of Novalere prior to the Merger shares of Acquiror’s Common Stock, $0.001 par value per share (the “Consideration Shares”), in one or more installments.

B. The Merger Agreement further provides, that a portion of the Consideration Shares to be issued to NFP (the “Escrow Shares”) shall be deposited with the Escrow Agent for a period of 18-months after the closing of the Merger.

C. Escrow Agent has agreed to hold, maintain and distribute the Escrow Shares and their income in accordance with the terms of this Escrow Agreement.

In consideration of the promises and agreements of the Parties and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties and the Escrow Agent agree as follows:

ARTICLE 1
ESCROW DEPOSIT

Section 1.1. Receipt of Escrow Property. Upon execution and delivery of this Agreement, and from time to time after the execution and delivery of this Agreement and prior to the expiration or termination of this Agreement, Acquiror shall deliver to Escrow Agent one or more certificates (the “Certificates”) representing Escrow Shares and naming NFP as the registered owner thereof (the “Escrow Property”)

Section 1.2. Duties with Respect to the Escrow Property.

(a) Voting of Escrow Shares. NFP, as the registered holder of the Escrow Shares, shall be entitled to exercise all voting rights with respect to such Escrow Shares. The Escrow Agent shall distribute all proxy materials and other documents relating to the Escrow Shares received by the Escrow Agent to NFP, if any, received by the Escrow Agent in respect thereof.

(b) Dividends. Ordinary cash dividends, if any, payable in respect of the Escrow Shares will be paid by Acquiror directly to NFP and not to the Escrow Agent. Escrow Agent shall have no tax reporting responsibility relating to the cash dividends paid to shareholders.

(c) Investments. The Escrow Agent is authorized and directed to deposit, transfer, hold and invest the Escrow Property and any investment income thereon as set forth in Exhibit A hereto, or as set forth in any subsequent joint written instruction signed by Acquiror and NFP . Any investment earnings and income on the Escrow Property shall not become part of the Escrow Property and shall be disbursed to NFP. The Escrow Agent is hereby authorized and directed to sell or redeem any such investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment made pursuant to this Escrow Agreement. The Escrow Agent is hereby authorized, in making or disposing of any investment permitted by this Escrow Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow Agent or for any third person or dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice.

(d) Fractional Shares. No fractional shares of Escrow Shares or other securities shall be retained in or released from the Escrow Account pursuant to this Agreement.

(e) Disbursement of Escrow Shares. The Escrow Agent is not the stock transfer agent for the Escrow Shares. Accordingly, whenever a distribution of a number of shares is to be made, the Escrow Agent must requisition the appropriate number of shares from the Transfer Agent, delivering to it the appropriate stock certificate(s) and Stock Power. For purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Escrow Shares to the Person entitled to it when the Escrow Agent has delivered such certificates to the Transfer Agent with instructions to deliver a certificate representing the appropriate number of shares to the appropriate Person with a certificate representing the residual shares comprising the remaining Escrow Fund to be returned to the Escrow Agent. Following Escrow Agent’s delivery of such certificates to the Transfer Agent, any Person entitled to Escrow Shares shall consult directly with the Transfer Agent regarding any delay or problem with delivery of Escrow Shares to such Person.

(f) Stock Splits; Stock Dividends, etc. In the event of any stock split, stock dividend or other similar occurrence, Acquiror shall promptly deliver to Escrow Agent a revised version of Exhibit A setting forth the new number of Escrow Shares held in the Escrow Fund. Unless and until the Escrow Agent receives the certificates representing additional shares of the Escrow Shares, the Escrow Agent may assume without inquiry that no such stock or other property has been or is required to be issued with respect to Escrow Shares.

Section 1.3. Disbursements.

(a) Claims. At any time and from time to time during the period from the date of this Agreement through 5:00 p.m. Eastern time on the date that is the 18-month anniversary of the date of this Agreement (the “Escrow Period”), Acquiror may give to the Escrow Agent, with a copy to NFP, one or more written notices (each a “Claim Notice”) containing the information set forth below and stating that Acquiror is asserting against NFP a right of indemnity pursuant to the Merger Agreement (a “Claim”). Upon its receipt of a Claim Notice, the Escrow Agent shall promptly deliver a copy of the Claim Notice to NFP. For clarification, the Escrow Agent shall disregard any Claim Notice received by the Escrow Agent after 5:00 p.m. Eastern time on the last day of the Escrow Period (the “Expiration Time”). The Claim Notice shall specify (i) the nature and details of the Claim, including, without limitation, whether the Claim is based on a claim by a third party, (ii) the section or sections of the Merger Agreement pursuant to which the Claim is made, (iii) the amount of the Claim, (iv) the number of Escrow Shares with respect to which the Claim is made, and (v) that Acquiror has delivered or is delivering a copy of the Claim Notice to NFP. If a Claim is based on a claim by a third party, copies of any materials or communications from the third party shall be delivered with the Claim Notice.

(b)  Claimed Shares. Upon receipt of the Claim Notice, the Escrow Agent shall retain the number of Escrow Shares with respect to which the Claim was made in the Claim Notice (such Escrow Shares, with respect to each Claim Notice, the “Claimed Shares”), until the Escrow Agent is authorized to release and deliver such Escrow Shares in accordance with Section 1.3(d) below.

(c)  Objection. NFP shall have the right to object to a Claim Notice within forty-five (45) days after its receipt of the Claim Notice (the “Objection Period”), by written notice to Acquiror and the Escrow Agent (an “Objection Notice”). The Objection Notice shall specify (i) the reasons for the objection to the Claim, (ii) the number of Claimed Shares with respect to which the objection is submitted, and (iii) that NFP has delivered or is delivering a copy of the Objection Notice to Acquiror. Upon its receipt of an Objection Notice, the Escrow Agent shall promptly deliver a copy of the Objection Notice to Acquiror. An Objection Notice may dispute or all any part of the Claim and/or may object to the release to Acquiror of all of any portion of the Claimed Shares. If no Objection Notice is received by the Escrow Agent by 5:00 p.m. on the last day of the Objection Period, the Claim shall be deemed undisputed.

(d) Release and Disbursement from Escrow. The Escrow Agent shall release and deliver Escrow Shares in accordance with the following provisions:

(i) If the Escrow Agent does not receive any Claim Notice before expiration of the Escrow Period, the Escrow Agent shall deliver all Escrow Shares to NFP within five (5) business days after expiration of the Escrow Period.

(ii) If Acquirer delivers a Claim Notice, and the Escrow Agent does not receive an Objection Notice with respect to such Claim Notice, the Escrow Agent shall release and deliver the Claimed Shares to Acquiror within five (5) business days after expiration of the Objection Period.

(iii) If Acquirer delivers a Claim Notice, and the Escrow Agent received an Objection Notice that objects to the release of a portion of the Claimed Shares, the Escrow Agent shall release and deliver the Claimed Shares as to which no objection was made to Acquiror within five (5) business days after expiration of the Objection Period, and shall continue to hold the remaining Claimed Shares in escrow in accordance with this Agreement.

(iv) In addition to the foregoing, the Escrow Agent shall be authorized to release and deliver Escrow Shares in accordance with joint written instruction executed by Acquiror and NFP, and in accordance with any order, judgment or decree from a court of competent jurisdiction directing the disposition of the Escrow Shares.

Section 1.4. Income Tax Allocation and Reporting.

(a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Acquiror, whether or not such income was disbursed during such calendar year.

(b) Prior to closing, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Escrow Agent may request. The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property.

(c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Section 1.5. Termination. This Escrow Agreement shall terminate on August 5, 2016, at which time the Escrow Agent is authorized and directed to disburse the Escrow Property in accordance with Section 1.3 and this Escrow Agreement shall be of no further force and effect except that the provisions of Sections 1.4(c), 3.1 and 3.2 hereof shall survive termination.

ARTICLE 2
Authority of Escrow Agent and Limitation of Liability

Section 2.1. In acting hereunder, Escrow Agent shall have only such duties as are specified herein and no implied duties shall be read into this Agreement, and Escrow Agent shall not be liable for any act done, or omitted to be done, by it in the absence of its gross negligence or willful misconduct. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement

Section 2.2. Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, and may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so.

Section 2.3. Escrow Agent shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or opinion of such counsel.

Section 2.4. Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in Escrow Agent's sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory.

Section 2.5. In the event Escrow Agent receives conflicting instructions hereunder, Escrow Agent shall be fully protected in refraining from acting until such conflict is resolved to the satisfaction of Escrow Agent. Escrow Agent may resign as Escrow Agent, and, upon its resignation, shall thereupon be discharged from any and all further duties and obligations under this Agreement by giving notice in writing of such resignation to Company, which notice shall specify a date upon which such resignation shall take effect. Upon the resignation of Escrow Agent, Acquiror and NFP shall jointly, within thirty (30) business days after receiving the foregoing notice from Escrow Agent, designate a substitute Escrow Agent (the "Substitute Escrow Agent"), which Substitute Escrow Agent shall, upon its designation and notice of such designation to Escrow Agent, succeed to all of the rights, duties and obligations of Escrow Agent hereunder. In the event Acquiror and NFP shall not have delivered to Escrow Agent a joint written designation of Substitute Escrow Agent within the aforementioned thirty (30) day period, together with the consent to such designation by the Substitute Escrow Agent, the Escrow Agent may apply to a court of competent jurisdiction to appoint a Substitute Escrow Agent, and the costs of obtaining such appointment shall be reimbursable from Acquiror and NFP and from the Escrow Account.

ARTICLE 3
PROVISIONS CONCERNING THE ESCROW AGENT

Section 3.1. Indemnification. The Parties hereby agree, jointly and severally, to indemnify Escrow Agent, its directors, officers, employees and agents (collectively, the “Indemnified Parties”), and hold the Indemnified Parties harmless from any and against all liabilities, losses, actions, suits or proceedings at law or in equity, and any other expenses, fees or charges of any character or nature, including, without limitation, reasonable attorney's fees and expenses, which an Indemnified Party may incur or with which it may be threatened by reason of acting as or on behalf of Escrow Agent under this Agreement or arising out of the existence of the Escrow Account, except to the extent the same shall be caused by an Indemnified Party's gross negligence or willful misconduct. Escrow Agent shall have a first lien against the Escrow Account to secure the obligations of the parties hereunder. The terms of this paragraph shall survive termination of this Agreement. The provisions of this Section 3.1 shall survive the resignation or removal of the Escrow Agent and the termination of this Escrow Agreement.

Section 3.2. Limitation of Liability. the escrow agent SHALL NOT be liable, directly or indirectly, for any (i) damages, Losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have DIRECTLY resulted from the escrow agent’s gross negligence or willful misconduct, or (ii) special, Indirect or consequential damages or LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), even if the escrow agent has been advised of the possibility of such LOSSES OR damages AND REGARDLESS OF THE FORM OF ACTION.

Section 3.3. Compensation. The Parties shall pay to Escrow Agent compensation for its services hereunder. In the event Escrow Agent renders any extraordinary services in connection with the Escrow account at the request of the parties, Escrow Agent shall be entitled to additional compensation therefore. Each Party shall be responsible for fifty percent (50%) of any compensation or additional compensation payable to Escrow Agent hereunder. Escrow Agent shall have a first lien against the Escrow Account to secure the obligations of Company hereunder. The terms of this paragraph shall survive termination of this Agreement. The Escrow Agent shall have, and is hereby granted, a prior lien upon the Escrow Property with respect to its unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights, superior to the interests of any other persons or entities and is hereby granted the right to set off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Escrow Property. The terms of this paragraph shall survive termination of this Agreement.

Section 3.4. Merger or Consolidation. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.

Section 3.5. Attachment of Escrow Property; Compliance with Legal Orders. In the event that any Escrow Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the Escrow Property, the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

ARTICLE 4
MISCELLANEOUS

Section 4.1. Successors and Assigns. This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement.  No assignment of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and the Escrow Agent and shall require the prior written consent of the other Party and the Escrow Agent (such consent not to be unreasonably withheld); provided, however, that no such consent shall be required for an assignment by NFP to its members.

Section 4.2. Escheat. The Parties are aware that under applicable state law, property which is presumed abandoned may under certain circumstances escheat to the applicable state. The Escrow Agent shall have no liability to the Parties, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all of the Escrow Property escheat by operation of law.

Section 4.3. Notices. All notices, requests, demands, and other communications required under this Escrow Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by overnight delivery with a reputable national overnight delivery service, or (iv) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given five business days after the date such notice is deposited in the United States mail. Any notice given shall be deemed given upon the actual date of such delivery. If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility of the Parties to notify the Escrow Agent and the other Party in writing of any name or address changes. In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent.

If to Novalere Holdings, LLC:

151 Tremont Street, Penthouse

Boston, MA 02111

If to Acquiror:

9171 Towne Centre Drive

San Diego, CA 92122

Attention: Bassam Damaj, CEO

Telephone: 858-964-5123

Facsimile: 858-249-7879

If to the Escrow Agent:

Wilmington Trust, National Association

50 South Sixth Street, Suite 1290

Minneapolis, MN 55402

Attn: Aaron Soper

Telephone: (612) 217-5639

Facsimile: (612) 217-5651

Section 4.4. Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except for its conflicts of law provisions.

Section 4.5. Entire Agreement. This Escrow Agreement sets forth the entire agreement and understanding of the parties related to the Escrow Property.

Section 4.6. Amendment. This Escrow Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Parties and the Escrow Agent.

Section 4.7. Waivers. The failure of any party to this Escrow Agreement at any time or times to require performance of any provision under this Escrow Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Escrow Agreement of any such condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.

Section 4.8. Headings. Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Escrow Agreement.

Section 4.9. Counterparts. This Escrow Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, this Escrow Agreement has been duly executed as of the date first written above.