ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this " Agreement ") is made as of

ASSET PURCHASE AGREEMENT

AGREEMENT (this "Agreement") is made as of February 15, 2019, by and among Seelos Therapeutics, Inc., a Nevada

corporation ("Buyer"), and Bioblast Pharma, Ltd., an Israeli corporation ("Seller"). Buyer

and Seller may be referred to herein collectively as the "Parties" and individually as a "Party."

WHEREAS, Seller owns

the Assets (as defined below), related to the therapeutic platform, Trehalose including global rights to the underlying worldwide

intellectual property, materials, data, knowhow and other assets (the "Product"), and further contemplates a

combination transaction whereby Seller shall merge with a third party ("Merger Party") and then shall focus

Seller's efforts on developing Merger Party's technology and product candidates;

WHEREAS, Seller desires

to sell, assign, transfer, convey and deliver to Buyer the Assets on an as is basis, and Buyer desires to purchase, acquire and

accept from Seller all of Seller's right, title and interest in and to the Assets on an as is basis, subject to the terms

and conditions set forth in this Agreement (the "Acquisition");

of Directors of Seller (the "Seller Board") (i) has determined that the Acquisition is fair to, and in the best

interests of, Seller and the shareholders of Seller (the "Seller Shareholders"), (ii) has deemed advisable and

approved this Agreement, the Acquisition and other actions contemplated by this Agreement, and (iii) contemplates the distribution

of any proceeds received by Seller in connection with the Acquisition so such consideration is split between the shareholders of

Seller as of before the closing of the transactions with Merger Party and with Seller in accordance with the terms of that certain

Contingent Value Rights Agreement dated as of November 19, 2018, by and among Seller, Enlivex Therapeutics Ltd., Dr. Dalia Megiddo,

Computershare Inc., and Altshuler Shaham Trusts Ltd. (the "CVR Agreement"); and

of Directors of Buyer (i) has determined that the Acquisition is advisable and fair to, and in the best interests of, Buyer and

its stockholders, and (ii) has deemed advisable and approved this Agreement, the Acquisition and the other actions contemplated

consideration of these premises, the respective covenants of Buyer and Seller set forth below and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

In addition to the other capitalized terms defined herein, the following capitalized terms shall have the following respective

means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,

citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at

means, with respect to any Party, any Person that, directly or indirectly, controls, is controlled by, or is under common control

with such Party at any time during the period for which the determination of affiliation is being made. For the purposes of this

definition, "control" (with correlative meanings for the terms "controlled by" and "under

common control with") means the possession by the applicable Person, directly or indirectly, of the power to direct or

cause the direction of the management, policies and business affairs of a Person, whether through ownership of voting securities

or general partnership or managing member interests, by contract or otherwise.

Laws" means any and all applicable federal, state, local, municipal, provincial, territorial, foreign or other law, statute,

constitution, principle of common law, directive, resolution, ordinance, code, edict, decree, order (including executive orders),

rule, judgment, injunction, writ, regulation (or similar provision have the force or effect of law), ruling, guidance, treaties

or requirement issues, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any

Governmental Authority.

Day" means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are

authorized or obligated by law or executive order to close.

Information" means any information that (a) in any way relates to a Party or Affiliate thereof, including its products,

business, know-how, business strategies and technology and (b) is furnished or disclosed to the other Party in connection with

this Agreement, and is either identified as "confidential" (or words of similar import) upon such disclosure or is

reasonably understood to be confidential due to the nature of the information and circumstances of disclosure; provided,

however, that the term "Confidential Information" shall not include any specific information that:

the time of disclosure, is generally available to the public;

disclosure hereunder, becomes generally available to the public, except as a result of a breach of this Agreement by the recipient

of such information;

available to the recipient of such information from a Third Party that is not legally or contractually prohibited by the disclosing

Party from disclosing such Confidential Information; or

recipient of which can demonstrate was developed by or for such recipient without the use of any of the Confidential Information

of the disclosing Party or its Affiliates hereunder.

Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality

of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority

or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the

force of law), or any arbitrator, court or tribunal of competent jurisdiction.

means the Health Products and Food Branch of Health Canada.

with respect to Seller means the actual or constructive knowledge, after due inquiry and investigation, of Dr. Dalia Megiddo, Dr.

Warren Wasiewski and Dr. Boris Vaisman.

means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known

or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured,

joint or several, due or to become due, vested or unvested, executory, determined or determinable, and whether or not the same

is required to be accrued on the financial statements of such Person.

means any mortgages, security interests, liens, options, pledges, equities, claims, charges, restrictions, conditions, conditional

sale contracts and any other encumbrances of any kind whatsoever.

"Net Sales" means, with

respect to the Product, the gross amount invoiced for sales of the Product by or on behalf of Buyer (including by Affiliates of

Buyer, licensees of Buyer or Buyer's Affiliates or such licensee's sublicensees) to Third Parties worldwide, less the

following deductions (to the extent such deductions are actually incurred and are reasonably necessary for sale of the Product),

all in accordance with United States generally accepted accounting principles as in effect from time to time, consistently applied,

including the accounting methods for translating activity denominated in foreign currencies into United States dollar amounts:

trade, cash and quantity discounts actually given;

refunds, rebates, chargebacks, retroactive price adjustments, and any other allowances given and taken which effectively reduce

the net selling price (other than such which have already diminished the gross amount invoiced), including, without limitation,

Medicaid or Medicare rebates, institutional rebates and other similar rebates or payments mandated by Governmental Authorities

and rebates or other similar allowances given to managed health care organizations or pharmaceutical benefit managers;

repaid or credits or allowances actually given or made for rejection, defect, damaged goods, recall or return of any Product or

for retroactive price reductions and billing errors;

fees paid to group purchasing organizations;

of shipping, forwarding, freight, warehousing, postage, insurance, and other transportation charges to the extent itemized in the

total amount invoiced, as well as any fees for services, including inventory management fees, provided by wholesalers and warehousing

chains directly allocable to the distribution of the Product, identified as such in the invoice of the Third Party; and

or excise Taxes, tariffs or duties relating to the sale of the Product, identified as such in the invoice of the Third Party or

corresponding documentation of the applicable Governmental Authority.

In no event will any particular amount identified

above be deducted more than once in calculating Net Sales. Sales of the Product between Buyer and its licensees and any of their

respective Affiliates for resale to end users shall be excluded from the computation of Net Sales, but the subsequent resale of

such Products to Third Party end users shall be included within the computation of Net Sales. For purposes of determining Net Sales,

a sale or other disposition shall not include sales, transfers or dispositions of any Product for research or clinical purposes

or as samples, where the transfer price is at or below manufacturing cost.

If the Product either (a) is sold in

the form of a combination product containing the Product and one or more other products or services, or (b) is sold bundled

with one or more other products or services (in either case (clause (a) or (b)), a "Combination Product"), the

Net Sales of the Product shall be determined as follows: first, Buyer shall determine the actual Net Sales of such Combination

Product (calculated using the conventions specified in this definition of Net Sales, as set forth above) and then (y) such amount

shall be multiplied by the fraction A/(A+B), where A is the invoice price of the Product, if sold separately, and B is the total

invoice price of the other products or services in the Combination Product, if sold separately, or (z) if the other product or

services in the Combination Product are not sold separately, Net Sales shall be calculated by multiplying actual Net Sales of such

Combination Product (calculated using the conventions specified in this definition of Net Sales, as set forth above) by the fraction

A/C where A is the invoice price of the Product, if sold separately, and C is the invoice price of the Combination Product; in