* Certain
portions of this exhibit have been omitted pursuant to a request
for confidential treatment and those portions have been filed
separately with the Securities and Exchange Commission.
AMENDMENT TO DISTRIBUTION
AGREEMENT
This AMENDMENT TO DISTRIBUTION AGREEMENT (this
"Amendment') is made and entered into as of December 13 2006, by
and among SKINVISIBLE PHARMACEUTICALS, INC., a Nevada corporation
("Skinvisible"), DERMAL DEFENSE, INC., a Nevada corporation
("DDI”) and JD NELSON & ASSOCIATES, LLC, an Ohio limited
liability company ("JDN " ) (Skinvisible, DIM and JDN
are collectively referred to as the "Parties").
RECITALS
WHEREAS, Skinvisible and DDI previously entered
into a Distribution Agreement (the "Agreement") dated as of
February 21, 2005 whereby Skinvisible granted DDI the right to
manufacture, distribute, market, sell and promote the Product
throughout the Territory;
WHEREAS, pursuant to the terms of the Agreement,
DDI appointed JDN as a sub-distributor under the Agreement as
documented by the Distribution Agreement (the "JDN Agreement")
between DDI and JDN dated as of April 28, 2005;
WHEREAS, DDI and JDN have amended and restated
the terms of the JDN Agreement in its entirety pursuant to the
Amended and Restated Distribution Agreement (the "Amended JDN
Agreement") dated as of July 1, 2006; and
WHEREAS, the Parties wish to enter into this
Amendment to amend the terms of the Agreement as provided herein
and to grant certain rights and to impose certain obligations upon
JDN as provided herein.
NOW, THEREFORE, in consideration of the mutual
promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:
AGREEMENTS
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1.
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Incorporation of Recitals.
The Parties acknowledge that the
foregoing Recitals are true and correct and are incorporated herein
as material terms of this Amendment.
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2.
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Definitions. Capitalized terms not defined herein shall have
the meanings assigned to them in the Agreement.
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3 .
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Definition
of Product. Section 1.5
of the Agreement is amended and restated in its entirety as
follows:
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" Product " means Skinvisible's
proprietary antimicrobial hand sanitizer product incorporating the
active ingredient Triclosan and any the other
active ingredients included in the US FDA Monograph (see Schedule
A), exclusive of Chlorhexidine,
gltuconate or iodine or any combinations of
iodine or
Chlorhexidine gluconate or
Chlorhexidine.
4.1 Skinvisible . Skinvisible agrees and acknowledges that so
long as the Agreement is in effect it shall not market or sell, or
grant a Party other than DDI the right to market and sell, within
the Territory the Product.
4.2 DDI. DDI agrees and acknowledges that so long as the
Amended JDN Agreement is in effect it shall not market or sell, or
grant a Party other than JDN the right to market and sell, within
the Territory the Product. Skinvisible hereby consents to the grant
of exclusivity by DDI to JDN as provided in this Section
4.2.
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5.
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Royalty
Obligations of DDI.
*
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6.
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Royalty
Payment by JDN. *
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7.
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Rights and
Obligations of JDN. The Parties agree and acknowledge that JDN shall
be permitted to manufacture the Product as such right is granted to
DDI pursuant to the Agreement as amended by this Amendment. JDN
shall be entitled to transact directly with Skinvisible for
ordering and payment related to raw materials such as polymer and
related supplies. JDN shall be entitled to negotiate directly with
Skinvisible for the pricing of raw materials and supplies. JDN
shall be responsible for the payment for all JDN purchases from
Skinvisible - The rights granted to JDN are limited to
those explicitly set forth
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