LICENSE AGREEMENT

Exhibit 10.27

LICENSE AGREEMENT

This License Agreement (the “Agreement”) is entered into as of August 16, 2007 (the “Effective Date”) between Goldschmidt GmbH, a German company with its principle place of business at Goldschmidtstrasse 100, 45127 Essen, Germany (“Licensee”) and Helix BioMedix, Inc., a Delaware, United States corporation with its principle place of business at 22118 20 ^th Avenue SE, Suite 204, Bothell, WA 98021, U.S.A. (“Licensor”).

1. Certain Definitions .

1.1 “ Affiliate ” of a party means an entity directly or indirectly controlling, controlled by or under common control with that party, where control means the ownership or control, directly or indirectly, of more than 50% of all of the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority, as of the Effective Date of this Agreement or hereafter during the term of this Agreement; provided that such entity shall be considered an Affiliate only for the time during which such control exists.

1.2 “ Combination(s )” means any product combination made by incorporation of one or more other active ingredient(s) with a Product.

1.3 “ Disclosing Party ” means a party hereto that discloses its Proprietary Information to the other party.

1.4 “ Final Formulations ” means any final personal care formulation made by customers of Licensee that incorporates one or more Peptides (themselves incorporated in Product(s) or Combination(s)) and that is marketable to end customers as a cosmetic or, as the case may be in certain jurisdictions, as a non-prescription drug if qualified as such under the relevant national regulatory system.

1.5 “ Improvements ” means any and all new experiences, findings, improvements, modifications, developments and/or inventions, whether patentable or not, pertaining to Peptides. Notwithstanding the foregoing: (i) Improvements shall not include specific formulations, including but not limited to Products, Combinations and Final Formulations, developed by either party or its customers respectively, containing any Peptide; and (ii) Improvements shall include peptides and other molecules other than the Peptides (as defined herein) only if such an additional peptide or other molecule is derived from a Peptide claimed in the First Application.

1.6 “ Licensed Area ” means the use of any Peptide, Product or any Combination in a Final Formulation that is marketable to end customers as a cosmetic or, as the case may be in certain jurisdictions, as a non-prescription drug if qualified as such under the relevant national regulatory system.

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.

1.7 “ Net Sales Value ” means: ***

1.8 “ Peptide(s) ” means any of Licensor’s proprietary bioactive peptides claimed in the Subject IP.

1.9 “ Product(s) ” means any formulation, such as but not limited to any dispersion, solution or gel, incorporating one or more Peptides as active ingredients, that is made by or for Licensee and marketed by Licensee to third parties solely for use in Final Formulations.

1.10 “ Proprietary Information ” of a Disclosing Party means the following, to the extent previously, currently or subsequently disclosed to the other party hereunder or otherwise: information relating to (i) Products, ingredients, items, substances and Combinations thereof developed, produced and/or sold by the Disclosing Party, in particular their properties, composition, or structure of technology or the manufacture or processing thereof or machines therefor or (ii) to the Disclosing Party’s business (including, without limitation, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics, and other technical, business, financial, customer and product development plans, forecasts, strategies and information). In particular, but without limitation, the Peptides and their properties, composition, or structure, and the Technology, are Proprietary Information of Licensor.

1.11 “ Receiving Party ” means a party hereto that receives Proprietary Information of the other party.

1.12 “ Royalty Period ” shall mean, throughout the term of this Agreement, semi-annual periods starting from January 1 until June 30 and July 1 until December 31. If this Agreement ends in between such periods the last Royalty Period shall end at the same time as this Agreement.

1.13 “ Subject IP ” means the US patent applications No. *** (“ First Application ”) and No. *** (“ Second Application ”) and any continuations, divisionals, reissues, registrations, confirmations, term extensions or reexaminations thereof, any subsequent filings in any country claiming priority therefrom, and any and all discoveries or inventions embodied within the foregoing that are owned by Licensor as of the Effective Date; provided that Subject IP excludes continuations-in-part. Notwithstanding the foregoing, with respect to the Second Application, Subject IP includes only the peptides *** and the associated rights covered by the Second Application.

1.14 “ Technology ” means inventions (whether or not patentable), ideas, processes, formulas and know-how owned by Licensor as of the date of this Agreement and relating to the Peptides.

1.15 “ Territory ” means ***.

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2. License Grant . Subject to all the terms and limitations of this Agreement, Licensor hereby grants Licensee a license under the Subject IP and the Technology within the scope described in this Section 2 and Section 3. This license is limited to and may be exercised solely for the purposes of: (i) performing evaluation and testing of the Peptides to determine their suitability as ingredients in Products, Combinations and Final Formulations, including without limitation toxicity and effectiveness tests and trials; (ii) making Peptides or having made Peptides by a toll-manufacturer and/or sourcing Peptides from third parties (in each case at Licensee’s expense); provided that any toll-manufacture by or sourcing of Peptides from a company that is not located in *** shall require the prior approval of Licensor; (iii) making, or having made by a toll-manufacturer, Products and/or Combinations; and (iv) marketing (including selling and offering to sell) Products and Combinations solely in the Licensed Area and solely in (including importing and exporting them within) the Territory. Licensee will not make or market Final Formulations. Licensee will notify Licensor promptly after the engagement of any toll-manufacturer or other third party as provided in subsections (ii) and (iii) above, such notice to include the identity of such third party and the manufacturing tasks for which the third party is engaged.

3. License Scope . Licensee’s license is exclusive (including as against Licensor) for the purposes stated in Section 2(iii) and (iv) and includes the right to grant sublicenses to Licensee’s worldwide customers solely to permit those customers to use the Products and Combinations and to make or have made and to market or have marketed Final Formulations (but not to market or otherwise distribute the Products or Combinations other than as incorporated into Final Formulations).

4. Right of First Offer . Licensor will promptly notify Licensee of any additional peptide or other molecule that is derived from a peptide or peptides claimed in the Second Application, that has ***, and that is developed by or for Licensor within a period of 5 (five) years from the Effective Date (a “ Subject Peptide ”). Licensee may, within 60 (sixty) days of such notice from Licensor, notify Licensor that Licensee wishes to negotiate for an exclusive license to the Subject Peptide(s) (the “ Licensee ROFO Notice ”). The parties agree to negotiate in good faith for the exclusive license to Licensee of the Subject Peptide(s) during the 60 (sixty) day period following the effectiveness of the Licensee ROFO Notice. If (i) the Licensee ROFO Notice is not timely given by Licensee or (ii) the parties do not enter into a written agreement for such license during such 60-day period, the right of first offer described in this section shall terminate with respect to the Subject Peptide(s) that is/are the subject of Licensor’s particular offer and such Subject Peptide(s) shall, as between the parties, be and remain the sole property of Licensor without restriction.

5. Improvements . Any Improvements (whether or not patentable or copyrightable) that either party develops shall be owned solely by such party. Such party shall have the right, at its own expense and solely in its own name, to apply for, prosecute and defend its proprietary rights with respect thereto. Each party will promptly disclose to the other party any Improvements made by or for it within a period of 5 (five) years from the Effective Date. Each party hereby licenses to the other party any Improvements made

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by or for it during such 5-year period as follows: (i) Licensor hereby grants to Licensee a worldwide, royalty-free, non-exclusive, perpetual license to fully exploit any such Improvements that are within the Licensed Area; and (ii) Licensee hereby grants back to Licensor a worldwide, royalty-free, non-exclusive, perpetual license to fully exploit any such Improvements that are outside the Licensed Area (provided that this provision will not be deemed to grant to either party any right or license not expressly granted herein, including, without limitation, any right to disclose Proprietary Information of the respective other party).

6. Marketing Efforts . Licensee will use reasonable commercial efforts to successfully market Products and/or Combinations on a continuous basis for incorporation into Final Formulations by its customers under its license. As part of such efforts, but without limitation, Licensee will feature the Products and/or Combinations in a prominent location in its relevant catalogs, actively seek customers for Products and/or Combinations, and provide formulary and sales support to its customers at levels meeting or exceeding industry standards.

7. Marks; Marking .

7.1 Except as expressly provided herein or subsequently authorized by Licensor in writing, (i) Licensee will not use or register any mark, name, or designation of Licensor anywhere in the world and (ii) Licensee has no right or license with respect to any mark, name, or designation of or used by Licensor. Use of any Licensor mark and any related goodwill will inure to Licensor’s benefit.

7.2 Unless otherwise indicated by Licensor in writing, Licensee will mark all Product and Combination packaging, in easily readable, non-obscured type, with applicable patent notices (including “pat.” or “patent” and the applicable patent numbers) and notices of patent pending. In addition, Licensee will ask its customers to mark all packaging of Final Formulations in the same manner as described above.

8.*** ; Royalties; Audit .

8.1***

8.2***

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8.3 Licensee will pay Licensor a running royalty on Net Sales Value from the sale or other disposition of Products and Combinations at the following rates with respect to the following periods during the term hereof:

If the grant of a patent covering all or part of the Subject IP in a particular region or country is revoked or such a patent is abandoned, but a patent application pertaining to Subject IP and covering at least one Peptide, Product or Combination being commercialized by Licensee hereunder is pending in such region or country, the applicable royalty rate as set forth in this Section 8.3 after the date of revocation or abandonment shall be reduced by *** with respect to such region or country as to any affected Product or Combination, unless and until a patent as to such region or country pertaining to Subject IP and covering such Peptide Product or Combination is in place and the necessary rights therein are controlled by Licensor or Licensee; provided that such reduction shall not apply to any Product or Combination that contains any Peptide that is not affected by such revocation or abandonment. If a patent or patents covering the Subject IP in a particular region or country is/are finally revoked or finally abandoned and no patent application or patent covering at least one Peptide Product or Combination being commercialized by Licensee hereunder is pending in such region or country, ***

8.4 Licensee guarantees that earned running royalties will equal or exceed a minimum amount of US-$*** US dollars) with respect to the period from the Effective Date through the end of 2010 (the “ Initial Period ”). If earned running royalties with respect to the Initial Period fall short of the minimum amount specified above, then Licensee shall pay to Licensor, within 30 days after the end of 2010, the difference between such earned running royalties and such minimum amount, it being understood that total payment required pursuant to this Section 8.4 for the Initial Period will not exceed the minimum amount specified above.

The parties will negotiate in good faith to agree upon minimum royalties with respect to each of calendar years 2011 through 2013 by the end of the Initial Period, and thereafter with respect to each individual calendar year of each three-calendar-year period remaining during the term hereof (and any shorter period that may remain at the end of the term hereof), such agreement to be reached in each case not later than the end of the last calendar year as to which minimum royalties then apply. The parties shall enter into such negotiations 4 (four) months before the end of the Initial Period or, with respect to any other period, 4 (four) months before the end of the prior period as to which agreement has been reached. Provided an agreement has been reached, if as to any calendar year during the term after 2010 earned running royalties fall short of the minimum amount agreed with respect to such calendar year, then Licensee shall pay to Licensor, within 30 days after the end of such calendar year of shortfall, the difference between such earned running royalties and the minimum amount agreed for such calendar year, it being understood that total payment required pursuant to this Section 8.4 for the calendar year of shortfall will not exceed the minimum amount agreed upon for such calendar year.

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If such agreement is not reached with respect to 2011 through 2013 by the end of the Initial Period, or with respect to any other three-year period before the end of the prior period as to which agreement has been reached, then with respect to any such failure to agree the license granted to Licensee hereunder shall become nonexclusive, effective from the beginning of the first calendar year as to which no such agreement was reached and continuing until the termination or expiration of this Agreement. Further, any and all requirements with respect to minimum royalties and each party’s rights and obligations relating thereto according to this Section 8.4 or any other section of this Agreement shall terminate automatically at the time the license becomes nonexclusive (except that rights accrued to that time will not be affected).

No claim for a minimum royalty payment, either in whole nor in part, shall arise according to this Section 8.4, if this Agreement is terminated in accordance with Section 12.2(ii), 12.3(i) or 12.3(ii).

8.5 Running Royalties as set forth in Section 8.3 shall be paid within 30 (thirty) days of the end of a Royalty Period with respect to royalty-bearing sales occurring in that period, and will be accompanied by a statement indicating the associated Net Sales Value and royalties payable (including currency conversions), itemized by Products and Combinations, and also identifying the Licensee customers or other third parties to which such Net Sales Value is attributable and the amount of such Net Sales Value that is attributable to each such customer or other third party. Royalties shall be paid by Licensee in U.S. dollars, with currency conversions calculated based upon the applicable closing exchange rates quoted by the Deutsche Bank foreign exchange desk on the last business day of the applicable Royalty Period. Any amount payable hereunder that is not paid on the date that it becomes due will bear interest, calculated based on the number of days such payment is late and compounded monthly, at a rate of the lesser of (i) 0.5 % per month or (ii) the maximum rate permitted by applicable law.

8.6 The payments to be made by Licensee to Licensor pursuant to this Agreement shall not be reduced by any taxes, expenses, fees or other withholdings levied upon said payments under the laws of the Federal Republic of Germany, unless all of the following requirements are met: (i) The amount by which the payments are reduced is a tax imposed on income and is not an excise, franchise, turnover, value added tax or any other type of levy or duty; (ii) the tax is imposed on Licensor under the laws of the Federal Republic of Germany and the Double Taxation Convention between the Federal Republic of Germany and the U.S.A., and Licensee is required by law to withhold the tax from payments to Licensor and to pay the tax withheld to the relevant tax authorities; and (iii) Licensee furnishes to Licensor, without undue delay, a tax receipt for the tax withheld. All taxes, licenses, fees or other levies and duties imposed upon or which arise because of payments to Licensor by Licensee under the laws of the Federal Republic of Germany, other than those which meet the above requirements shall be paid and absorbed by Licensee. All taxes, licenses, fees or other levies or duties imposed upon such payments under the laws of the United States of America

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shall be borne by Licensor. The parties acknowledge and agree that as of the Effective Date, the applicable Double Taxation Convention withholding rate is 0%, and that as such no withholding by Licensee as described in this section will by made by Licensee absent a change in the Double Taxation Convention, provided the German tax authorities have issued to Licensee an official certificate of exemption (“ Freistellungsbescheinigung ”).

8.7 Within 20 (twenty) days after the beginning of each calendar quarter, Licensee will report to Licensor the Net Sales Value generated during the previous calendar quarter, and identifying the associated customers or other third parties to which such Net Sales Value is attributable and the amount of such Net Sales Value that is attributable to each such customer or other third party.

8.8 Licensee shall keep and maintain detailed and accurate books and records with regard to Net Sales Value, royalties, and the calculation thereof. A reputable independent certified public accounting firm selected by Licensor shall be entitled to review and audit such books and records from time to time during normal business hours upon reasonable notice to Licensee and at Licensor’s expense for the sole purpose of confirming the accuracy and completeness of all royalty payments; provided that Licensee will bear any such expense if the review or audit shows an underpayment of more than 5% for any Royalty Period or in the aggregate.

9. No Restriction on Competition; Nonsolicitation . Nothing in this Agreement shall be deemed to prohibit Licensee from developing, making, using, marketing or otherwise distributing or promoting products competitive with Products and/or Combinations or Final Formulations produced hereunder, provided that Licensee does not breach any provision of this Agreement (including, without limitation, Section 10 (Confidentiality) or disparage the Peptides or any Products and/or Combinations or Final Formulations produced hereunder. However, during the term of this Agreement and for one year thereafter, neither party, will solicit any employee or consultant of the other to leave the employ of the other; the foregoing does not prohibit mass media “want ads” not specifically directed towards employees or consultants of a party.

10. Confidentiality . Each party recognizes the confidential nature of the other party’s Proprietary Information, the importance to the business of the other party and that neither party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 10 and elsewhere in this Agreement.

Accordingly, each party agrees as follows:

10.1 The Receiving Party agrees: (i) to hold the Disclosing Party’s Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials); (ii) not to divulge (except to Affiliates, customers, and toll-manufacturers of Licensee as far as necessary for Licensee to

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practice the rights granted under its license hereunder, provided that such Affiliates, customers or toll-manufacturers have first entered into a confidentiality agreement with Licensee with provisions no less restrictive than those set forth in this Section 10) any such Proprietary Information or any information derived therefrom to any third person except as expressly authorized in this Agreement; (iii) not to make any use whatsoever at any time of such Proprietary Information except as expressly authorized in this Agreement; and (iv) not to remove or export from the United States or reexport any such Proprietary Information or any direct product thereof (e.g., Peptides, or Products and/or Combinations or Final Formulations by whomever made) except in compliance with and with all licenses and approvals required under applicable U.S. and foreign export laws and regulations, including without limitation, those of the U.S. Department of Commerce. Any employee given access to any such Proprietary Information must have a legitimate “need to know” and shall be similarly bound in writing if he/she is not already bound by confidentiality and restricted-use terms not less severe than those stipulated herein.

10.2 Without granting any right or license, the Disclosing Party agrees that clauses (i), (ii) and (iii) of Section 10.1 shall not apply with respect to information the Receiving Party can document: (i) is in or (through no improper action or inaction by the Receiving Party or any Affiliate, agent or employee) enters the public domain (and is readily