Consultant Services and Confidentiality Agreement

The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.  REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN [##].

This Amendment and Addendum to Consultant Services and Confidentiality Agreement (the “Amendment” ) is entered into as of December 1, 2008 (the “Amendment Date” ) by and between, on the one hand, OMP, Inc. , a Delaware corporation ( “OMP” ); and, on the other hand, José Ramirez , an individual, and JR Chem LLC , a Florida limited liability company (collectively, “JR” ).  All capitalized terms used but not otherwise defined herein shall have the meanings assigned under the Consultant Services and Confidentiality Agreement between OMP and JR dated as of July 18, 2005 (the  “Original Agreement” and, collectively with, and as amended by, this Amendment, the “Agreement” ).

Whereas, subject to the terms and conditions of the OriginalAgreement, and effective as of July 18, 2005, JR granted to OMP, during the License Term, an exclusive, royalty-bearing license, including the right to sublicense through multiple tiers of sublicense, under the Licensed Technology, to develop, make, have made, use, sell, have sold, offer for sale and import BiMineral Complex and Products;

Whereas, OMP and JR wish to amend the terms and conditions applicable to the license granted by JR to OMP with respect to the BiMineral Complex (defined below) but only insofar as it applies to sales to Rohto (as defined below); and

Whereas, OMP currently wishes to sub-license products set forth on Exhibit A that contain the BiMineral Complex to Rohto Pharmaceutical Co. Ltd., a Japanese corporation with principal offices located at 1-8-1, Tatsumi-nishi, Ikuno-ku, Osaka 544-8666, Japan (“ Rohto” ).

Now, Therefore, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Additional Defined Terms.

(a)             “BiMineral Complex” shall mean reacted active, copper zinc malonate.

(b)           “ Effective Date ” shall mean July 18, 2005.

(c)             “Field” shall mean Skin Healthcare, dermatology, aesthetic procedures, plastic surgery, and each other use described in Exhibit B to the Original Agreement.

(d)             “Licensed Patents” shall mean: (a) the patents and patent applications listed in Schedule 1 to this Amendment; (b) any and all divisionals, continuations and continuations-in-part of any of the foregoing patents and patent applications; (c) any and all foreign patents and patent applications associated with any of the foregoing patents and patent applications; (d) any and all patents issued or issuing from any of the foregoing patent applications; and (e) reissues, reexaminations, restorations (including supplemental protection certificates) and extensions of any of the foregoing.

(e)             “Licensed Technology” shall mean the Licensed Patents and all related know-how disclosed, or that may in the future be disclosed, to OMP in connection with the Services or otherwise pursuant to the Agreement.

(f)             “License Term” shall mean the period beginning on the Effective Date and, unless the license granted under this Amendment is earlier terminated in accordance with Section 2(b) of this Amendment, continuing until the expiration of all royalty payment obligations hereunder.

(g)             “Product” shall mean any product in any form or formulation that contains or incorporates BiMineral Complex.

(h)             “Sales Revenues” shall mean the amounts actually received by OMP from the sale of BiMineral Complex and/or Product, as applicable, to Rohto.

(i)             “Unit” shall mean a single unit of a particular Product that is intended for sale to the end user or consumer.

(j)             “Valid Claim” shall mean a claim contained in an issued and unexpired patent which has not been held unenforceable, unpatentable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through abandonment, reissue, disclaimer or otherwise.

2.   Payments.

(a)   Royalty.   In full consideration of the license granted under this Amendment, OMP shall pay to JR royalties based o