FIRST AMENDED AND RESTATED LICENSE AGREEMENT

Exhibit 10.24(a)

FIRST AMENDED AND RESTATED LICENSE AGREEMENT

This First Amended and Restated License Agreement (the “ Agreement ”) is entered into and effective as of September 12, 2007 (the “ Effective Date ”), by and between Helix BioMedix, Inc. a Delaware corporation with its principal place of business at 22118 20th Avenue SE, Suite 204, Bothell, WA 98021 (“ Licensor ”), and Grant Industries, Inc. a New Jersey corporation with its principal place of business at 103 Main Avenue, Elmwood Park, NJ 07407 (“ Licensee ”). Licensor and Licensee each may be referred to in this Agreement individually as a “ Party ” or collectively as the “ Parties .”

RECITALS

A. The Parties entered into a Non-Exclusive License Agreement effective December 12, 2006 (the “ Prior Agreement ”).

B. The Parties entered into a First Amendment to License Agreement effective May 2, 2007 (the “ First Amendment ”), which amended Sections 3.1 and 4.1 of the Prior Agreement, concerning, respectively, royalty payment schedules and certain progress reports.

C. The Parties now wish to amend and restate the Prior Agreement in its entirety to, among other things, render the license herein exclusive with respect to a certain Peptide, to add an additional Peptide to the exclusive license hereunder, and to incorporate the amendments set forth in the First Amendment.

AGREEMENT

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 Parties, intending to be legally bound, do agree as follows:

This Agreement is effective as of the Effective Date and amends, restates, and supersedes in its entirety the Prior Agreement, as amended by the First Amendment. This Agreement shall not impair or otherwise affect any right or obligation of either Party existing under the Prior Agreement (as amended) prior to the effectiveness hereof.

1 – DEFINITIONS

For the purposes of this Agreement, the following words and phrases shall have the following meanings:

1.1 “ Affiliate ” means any entity that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another entity. For purposes of this definition only, “control”, and, with correlative meanings, the terms “controlled

Confidential treatment has been requested for portions of this exhibit. This exhibit omits the information subject to the confidential treatment request. Omissions are designated as ***. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

by” and “under common control with” shall mean (a) the possession, directly or indirectly, of the power to direct the management or policies of a party, whether through the ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) the ownership, directly or indirectly, of more than twenty-five percent (25%) of the voting securities or other ownership interest of a party; provided that, if local law restricts foreign ownership, control will be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests.

1.2 “ Applicable Law ” means the applicable laws, rules, and regulations, including any rules, regulations, guidelines, or other requirements of the Regulatory Authorities, that may be in effect from time to time in the Territory.

1.3 “ Confidential Information ” means the terms and conditions of this Agreement, all non-public information related to the Peptides, all Know-How, and all other information, data, reports and other records that a Party to this Agreement receives from the other Party to this Agreement.

1.4 “ GAAP ” means United States generally accepted accounting principles consistently applied.

1.5 “ Know-How ” means trade secrets, knowledge, information, expertise, data, materials and know-how that are owned, have been developed and/or created or are developed during the term of this Agreement by or for the Licensor related to the research, development, use or manufacture of the Peptides.

1.6 “ Market ” means the cosmetic- and over-the-counter- personal-care products market.

1.7 “ Net Revenue ” means ***

1.8 “ Patents ” means the patents and patent applications set forth in Exhibit A .

1.9 “ Peptides ” means Licensor’s proprietary bioactive peptides described in Exhibit A attached to this Agreement. Licensor may add peptides that are proprietary to Licensor to Exhibit A at its sole discretion.

1.10 “ Peptide A ”, “ Peptide B ” and “ Peptide C ” have the meanings given in Exhibit A .

1.11 “ Premix ” means a formulation other than a final formulation that is manufactured by Licensee and that incorporates any single Peptide (as defined above), regardless of what ingredients (of Licensee or any third party) other than Peptide may be included in such formulation.

1.12 “ Regulatory Authorities ” means any applicable governmental entities regulating or otherwise exercising authority in the Territory.

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1.13 “ Royalties ” means the royalties payable by Licensee set forth in Exhibit C , which shall be paid in accordance with Section 3.

1.14 “ Sublicensee ” means any third party to which rights hereunder are sublicensed in accordance with Section 2.2 (including any further sublicensees of a sublicensee).

1.15 “ Territory ” means the countries or other geographic areas set forth in Exhibit B , as such exhibit may be amended from time to time pursuant to the terms hereof.

2 – LICENSE GRANT

2.1 License . Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a right and license, under the Patents and the Know-How, to (i) purchase the Peptides in pure form, at Licensee’s expense, from a manufacturer approved in advance by Licensor in writing (or from Licensor, subject to availability and on terms as may be agreed between Licensee and Licensor); (ii) formulate the Peptides into Premix; provided that no Premix may contain more than one Peptide; and (iii) market, sell and distribute the Premix to manufacturers in the Market in accordance with Section 2.2, in each case in the Territory and for commercial purposes only. The licenses granted herein shall be non-exclusive with respect to Peptide A, and Licensee acknowledges and agrees that Licensor intends to grant the same or similar rights to other parties. The licenses granted herein with respect to Peptide B and Peptide C shall be exclusive (including as against Licensor) with respect to the rights granted in Section 2.1(ii) and (iii).

2.2 Sublicense . Subject to the terms and conditions of this Agreement, Licensee may grant rights to third parties that purchase Premix from Licensee to (i) market, sell and distribute such Premix to manufacturers in the Market and (ii) incorporate such Premix into final products within the Market and market, sell and distribute such final products, in each case in the Territory and for commercial purposes only. Licensee shall notify Licensor of the identity of each Sublicensee promptly after any sublicense of rights is made hereunder. Licensee shall recommend in writing to each Sublicensee that Peptide (considered in pure form) be present in any final formulation at a concentration level not less than those set forth in Exhibit A with respect to each Peptide, and as agreed between the Parties with respect to any Peptide that may be added to Exhibit A pursuant to Section 1.9. Further, Licensee shall use its best efforts to prevent any use, sale, marketing or distribution of Premix or any product containing Premix by any third party in a manner inconsistent with the terms or intent of this Agreement, and failing such prevention, to promptly notify Licensor of any such inconsistent use, sale, marketing or distribution by a third party.

2.3 No Other Rights . Except as expressly set forth in this Agreement, Licensor shall retain all right, title and interest in and to the Patents, the Peptides and all Know-How, and nothing in this Agreement shall be construed to confer any rights upon Licensee by implication, estoppel or otherwise other than as expressly set forth in this Agreement.

2.4 Modification of Territory . Exhibit B may be amended from time to time upon request by Licensee and with the consent of Licensor, which consent shall not be unreasonably

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withheld. Without limiting the generality of the foregoing, Licensor’s withholding of consent shall be deemed reasonable as to a country or geographic region if at the time of the request by Licensee, Licensor is or is considering doing business (directly or indirectly) with respect to such country or geographic region, which business involves or may involve any Peptide.

2.5 No Assignment of Improvements . For avoidance of doubt, Licensee does not assign or otherwise transfer to Licensor hereunder any right, title or interest in or to any improvements or inventions relating to, based upon, or derived from the Peptides that may be made by Licensee in connection with its performance under this Agreement.

3 – PAYMENTS

3.1 Royalties . Royalties will be paid within thirty (30) days after the end of each three-month period ending the last day of February, May, August, and November during the term of this Agreement, with respect to royalty-bearing sales occurring in that three-month period. Such payment will be accompanied by a statement with information set forth in Exhibit D indicating the associated Net Revenue (including currency conversions) itemized by Premix (including quantity sold), Royalties payable, and the concentration of Peptide(s) in each Premix. At Licensor’s request, Licensee will also provide to Licensor records of Licensee that fairly reflect the Net Revenue attributable to a particular three-month period.

3.2 Minimum Royalties . Licensee agrees to comply with the minimum Royalty payment obligations set forth in Exhibit C hereto during the term of this Agreement.

3.3 Payment Method . All amounts payable by Licensee to Licensor pursuant to this Agreement shall be paid in U.S. dollars by wire transfer in immediately available funds to an account designated by Licensor. Any payments or portions thereof due hereunder which are not paid on the date such payments are due under this Agreement shall bear interest at a rate equal to the lesser of (i) the prime rate as published in The Wall Street Journal, Western Edition, on the first day of each calendar month in which such payments are overdue, plus seven percentage points, or if less, (ii) the maximum rate permitted by law, calculated on the number of days such payment is delinquent, compounded monthly.

4 – REPORTS

4.1 Progress Reports . Each calendar quarter during the term, the Parties shall discuss via teleconference or other agreed-upon means the progress of the Agreement, in connection with which Licensee shall (a) describe any commercialization activities with respect to the Peptides and any other work relating to the Peptides that it has performed, or caused to be performed, since the last such report, (b) evaluate the work performed in relation to the goals of this Agreement and Licensee’s work plans and (c) provide such other information as may be required by this Agreement or reasonably requested by Licensor relating to such activities.

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4.2 Record Retention . Licensee shall maintain complete and accurate books, records and accounts that fairly reflect Peptide concentrations and quantities sold by customer in sufficient detail and in accordance with GAAP to confirm Licensee’s compliance with the terms and conditions of this Agreement and the accuracy of any payments required hereunder, which books, records and accounts shall be retained by Licensee until the later of (i) three (3) years after the end of the period to which such books, records and accounts pertain and (ii) such longer period as may be required under Applicable Law.

4.3 Audit . Licensor shall have the right to have an independent certified public accounting firm of nationally recognized standing, reasonably acceptable to Licensee, have access during normal business hours, and upon reasonable prior written notice, to such records of the Licensee as may be reasonably necessary to verify compliance by Licensee with the terms and conditions of this Agreement and the accuracy of any payments required hereunder for any three-month period described in Section 3.1 ending not more than forty-eight (48) months prior to the date of such request; provided, however, that Licensor shall not have the right to conduct more than one such audit in any twelve (12)-month period. Licensor shall bear the cost of such audit unless the audit reveals a variance in any payments required hereunder of more than 5%, in which case Licensee shall bear the cost of the audit.

4.4 Payment of Additional Amounts . If, based on the results of an audit, additional payments are owed by Licensee, it shall make such additional payments, with interest from the date originally due at the rate of 1% per month, within thirty (30) days after the date on which the accounting firm’s written report is delivered to Licensee.

4.5 Confidentiality . Licensor shall treat all information subject to review under this Section 4 in accordance with the confidentiality provisions of Section 6 of this Agreement.

5 – INFRINGEMENT

5.1 Infringement . In the event that Licensee learns of (i) any infringement of any of the Patents or (ii) any misappropriation of any of the Know-How, Licensee shall promptly inform Licensor in writing and Licensor may elect to initiate and prosecute legal proceedings with respect thereto at Licensor’s cost and expense. In the event that Licensor elects not to pursue such legal proceedings, Licensee shall have the right to do so at Licensee’s cost and expense.

5.2 Cooperation . In any infringement suit instituted by Licensor or Licensee pursuant to this Agreement, Licensor or Licensee as the case may be shall, at the other Party’s request and expense, cooperate in all reasonable respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like.

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6 – CONFIDENTIAL INFORMATION

6.1 Confidential Information . Each Party (“ Receiving Party ”) shall treat the terms and conditions of this Agreement and all of the Confidential Information that it receives from the other Party (“ Disclosing Party ”) as secret, confidential, and proprietary of the Disclosing Party and shall not disclose or use such Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party for any purpose except as expressly permitted under this Agreement. The Receiving Party shall develop and implement such procedures as may be required to prevent the intentional or negligent disclosure to third parties of such Confidential Information of the Disclosing Party, including, but not limited to, requiring each of its employees having access to Confidential Information of the Disclosing Party to enter into a proprietary information agreement consistent with, and no less protective of the Disclosing Party’s rights in the Confidential Information than, the terms set forth in this Section 6 and in this Agreement. Notwithstanding the foregoing, each Party shall have the right to disclose Confidential Information as required by law (using reasonable best efforts to redact, where permitted by law), and to its auditors, accountants, potential investors and potential acquirers under appropriate non-disclosure agreements.

6.2 Exclusions . Notwithstanding the foregoing, nothing in this Agreement shall prevent the disclosure or use by the Receiving Party of the Disclosing Party’s Confidential Information that:

(a) prior to the transmittal thereof to the Receiving Party was of general public knowledge;

(b) becomes, subsequent to the time of transmittal to the Receiving Party, a matter of general public knowledge otherwise than as a consequence of a breach by the Receiving Party of any obligation under this Agreement;

(c) is made public by the Disclosing Party;

(d) was in the possession of the Receiving Party in documentary form prior to the time of disclosure thereof to the Receiving Party by the Disclosing Party, and is held by the Receiving Party free of any obligation of confidence to the Disclosing Party or any third party; or

(e) is received in good faith from a third party having the right to disclose it, who did not obtain such Confidential Information from the Disclosing Party and who imposes no obligation of secrecy on the Receiving Party with respect to such Confidential Information.

7 – REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties of Licensor . Licensor represents and warrants that: (i) there are no actions or claims pending, nor to the best of its knowledge, threatened, against Licensor alleging infringement of any patent, copyright, trademark or other intellectual property right relative to the Peptides; (ii) the grant of rights and licenses by Licensor to Licensee under this Agreement is not inconsistent with the terms and conditions of any obligations of Licensor; (iii) no authorization or consent is required for Licensor to grant the rights and licenses under this Agreement or for Licensor to enter into this Agreement; and (iv) Licensor is duly organized and in good standing in its state of incorporation.

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7.2 Representations and Warranties of Licensee . Licensee represents and warrants that: (i) the grant of rights and licenses by Licensee to Licensor under this Agreement is not inconsistent with the terms and conditions of any obligations of Licensee; (ii) no authorization or consent is required for Licensee to grant the rights and licenses under this Agreement or for Licensee to enter into this Agreement; and (iii) Licensee is d