LICENSE AND SUPPLY 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 License and Supply Agreement (the “ Agreement ”) is effective as of December 4, 2008 (“ Effective Date ”) and is by and between OMP, Inc., a Delaware corporation with principal offices at 310 Golden Shore, Long Beach, California 90802 (“ OMP ”), and Rohto Pharmaceutical Co., Ltd., a Japanese corporation with principal offices at 1-8-1, Tatsumi-nishi, Ikuno-ku, Osaka 544-8666, Japan (“ Rohto ”).  OMP and Rohto are referred to herein each as a “ Party ” and collectively as the “ Parties ”.

WHEREAS , OMP has developed certain BiMineral Collagen and Elastin enhancing products for cosmeceutical uses;

WHEREAS , Rohto desires to be OMP’s exclusive licensee in the Territory for Products in the Channel (as each term is defined in Section 1 hereof), and Rohto desires to assume responsibilities for manufacturing Products for sale in the Channel in the Territory;

WHEREAS , OMP desires to grant such exclusive license to Rohto, and to transfer to Rohto Product manufacturing responsibilities in the Territory for the Channel, in accordance with the terms and conditions of this Agreement; and

WHEREAS , in connection with such exclusive license, OMP shall supply, and Rohto shall purchase, certain related materials and goods, as set forth herein.

NOW, THEREFORE , subject to the terms and conditions of this Agreement, and in consideration of the covenants and agreements hereinafter set forth, as well as other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties agree as follows.

“ Additional Purchase Orders ” shall have the meaning set forth in Section 3(c).

“ Affiliate ” of a Party means, for so long as one of the following relationships is maintained, any corporation or other business entity controlled by, controlling, or under common control with such Party, with “control” meaning direct or indirect beneficial ownership of more than fifty percent (50%) of the voting stock of such corporation, or more than fifty percent (50%) interest in the decision-making authority of such other business entity, or a corporation in which the maximum amount of stock permitted by law to be held by another entity is beneficially owned by such other entity.

“ Annual Forecast ” shall have the meaning set forth in Section 3(c).

“ Applicable Law(s) ” shall mean all applicable laws, rules, regulations, guidelines and standards.

“ BiMineral Complex ” (also known as “ Copper Zinc Malonate ”) shall mean the mineral complex described and set forth in Exhibit A hereto, which is used as a raw material in the manufacture of finished Product.

“ BiMineral Complex Cost ” shall mean OMP’s fully-burdened cost for BiMineral Complex in the form delivered to Rohto, including the entire cost for BiMineral Complex manufacture, finish, design, packaging, transportation, insurance and any third-party payments, as set forth in Exhibit A .

 “ Channel ” shall mean consumer sales and distribution channels in which Rohto is currently engaged: specifically the Drug Stores and Variety Stores Channel, including mail-order and internet sales activities that support such Drug Stores and Variety Stores Channel, as well as the Department Stores Channel, including mail-order and internet sales activities that support such Department Stores Channel.  Unless agreed to in writing by both parties separately, the Channel shall not include physician, medical spas, aesthetic spas and salon, or such similar outlets wherein products are sold in combination with or in addition to, aesthetic procedures or services and/or medical procedures.

“ Confidential Information ” shall have the meaning set forth in Section 16.

“ CPR ” shall have the meaning set forth in Section 18(b).

“ Department Stores Channel ” shall mean upscale “department” stores, such as those operated by Matsuzakaya Co., the Daimaru, Inc., Isetan Co., or Hankyu Department Stores, Inc.

“ Development Fee ” shall have the meaning set forth in Section 5(a).

“ Direct Advertising and Sales Support ” shall have the meaning set forth in Section 2(e)(i).

“ Disclosing Party ” shall have the meaning set forth in Section 16.

“ Dispute ” shall mean a dispute, controversy or claim between the Parties based on or arising out of (a) this Agreement, (b) any obligation or warranty hereunder, or (c) the breach or alleged breach thereof.

“ Drug Stores and Variety Stores Channel ” shall mean (a) stores (i) that are specifically licensed to sell either prescription medicines or over-the-counter drugs, and (ii) for which sales of such medicines and drugs are a primary or significant portion of total store sales (“ Drug Stores ”); and (b) stores that are not licensed to sell prescription medicines or over-the-counter drugs, but are otherwise similar to Drug Stores in terms of the type of products they carry and the consumer demographics that they target for appeal (“ Variety Stores ”).  Variety Stores sell many kinds of goods including cosmetics, accessories and other small household or personal items.  Examples of Variety Stores include the Loft and Sony Plaza.  Examples of Drug Stores include Matsumotokiyoshi and Sugi pharmacy.

“ Extended Term ” shall have the meaning set forth in Section 13(a).

“ First Commercial Sale ” shall mean the date of the first arm’s length transaction, transfer or disposition for value to a Third Party of a Product by Rohto in the Channel in the Territory.

“ Fiscal Quarter ” shall mean the three (3) month calendar quarters of each calendar year, as the context requires.

“ Force Majeure Event ” shall have the meaning set forth in Section 15.

“ ICC Rules ” shall have the meaning set forth in Section 18(c).

“ Indemnitee ” shall have the meaning set forth in Section 9(c).

“ Indemnitor ” shall have the meaning set forth in Section 9(c).

“ Initial Term ” shall have the meaning set forth in Section 13(a).

“ Liaison ” shall have the meaning set forth in Section 8.

“ Net Sales ” shall mean the gross amount invoiced by Rohto for the sale or other disposition of Products, less the following deductions, but only to the extent such deductions are actually paid or allowed in connection with Products, are specified on documents related to such sale or other disposition of Products, and are consistent with International Financial Reporting Standards: (a) customary trade discounts (including cash and volume discounts), credits and rebates, and allowances and adjustments for rejections, recalls, returns or retroactive price reductions; and (b) freight, insurance, Taxes and/or duties imposed on the sale or disposition.

“ Notice of Breach ” shall have the meaning set forth in Section 13(b)(i).

“ Notice of Termination ” shall have the meaning set forth in Section 13(b)(i).

“ OMP Indemnitees ” shall have the meaning set forth in Section 9(b).

“ Patent Rights ” shall mean the rights and interests in and to issued patents and pending patent applications (including inventor’s certificates and utility models) in the Territory, including all provisionals, substitutions, continuations, continuations-in-part, divisionals, supplementary protection certificates, renewals, all letters patent granted thereon, and all reissues, reexaminations, extensions, confirmations, revalidations, registrations and patents of addition thereof, which are owned or controlled by a Party.

“ Prior Agreement ” shall have the meaning set forth in Section 2(e)(iv).

“ Product(s) ” shall mean OMP’s BiMineral Collagen and Elastin enhancing product(s) for eyes, face or body, in cream-based formulation and gel-based formulation, which is/are manufactured using BiMineral Complex as a raw material (also known as “ Elastiderm Products ”), as such product(s) are currently marketed in the United States.  All Products under this Agreement shall be manufactured and sold by Rohto in a form approved by OMP.

“ Product Know-How ” shall mean Product formulas and Product manufacturing know-how used by OMP in the manufacturing of finished Products in the United States as of the Effective Date, including (without limitation) information, materials, formulations, manufacturing technology, trade secrets and data that (a) are owned or controlled by OMP, (b) have been or are transferred by OMP to Rohto prior to or during the Term, and (c) are necessary for Rohto’s manufacture, use, sale, offer for sale, distribution, promotion, and marketing of the Products in the Channel in the Territory.

“ Product Patents ” shall mean the Patent Rights owned or controlled by OMP that are necessary for Rohto’s manufacture, use, sale, offer for sale, distribution, promotion, and marketing of the Products in the Channel in the Territory, as set forth in Exhibit B.

“ Purchase Order ” shall have the meaning set forth in Section 3(c).

“ Receiving Party ” shall have the meaning set forth in Section 16.

“ Regulatory Approval ” shall mean shall mean any and all approvals (including pricing and reimbursement approvals), product and establishment licenses, registrations or authorizations of any kind necessary for the human testing, manufacture, quality testing, supply, use, storage, importation, export, transport, marketing and sale of a Product (or any component thereof) for use in the Channel in the Territory.

“ Remedial Action ” shall have the meaning set forth in Section 7(b).

“ Rohto Indemnitees ” shall have the meaning set forth in Section 9(a).

“ SEC ” shall have the meaning set forth in Section 16.

“ Specifications ” shall mean the specifications for BiMineral Complex, as established by OMP and accepted by Rohto.

“ Taxes ” shall mean sales, use, import, export, excise, value added and similar taxes, and customs duties and assessments, however designated, that are incurred or assessed in connection with the purchase of Product under this Agreement, or the sale or use of Product or transactions contemplated under this Agreement, excluding (for the avoidance of doubt) income tax imposed on a Party.

“ Term ” shall have the meaning set forth in Section 13(a).

“ Territory ” shall mean the country of Japan.

“ Third Party ” shall mean an entity other than Rohto or OMP.

“ Third-Party Claims and Expenses ” shall mean claims, actions, causes of action, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) incurred thereby or caused thereto arising out of third-party claims.

“ Volume Target ” shall have the meaning set forth in Section 2(e)(ii).

2.           PRODUCT AND LICENSE

(a)   Product Rights and License .

Subject to the terms and conditions of this Agreement and during the Term, OMP hereby grants to Rohto (but not to its Affiliates), and Rohto hereby accepts, an exclusive license under the Product Patents and Product Know-How  (i) to use, manufacture, offer to sell, sell, distribute, promote, and market the Products in the Channel in the Territory, and (ii) to develop improvements of the Products and new products for use in the Channel in the Territory which are related to the Product Patents and/or Product Know-How; provided that Rohto shall have no right to grant a sublicense or engage a subdistributor under the license rights granted to Rohto under this Agreement.  Rohto shall notify OMP of any opportunities to strengthen OMP’s patent protection for BiMineral Complex or Products in the Territory, and shall cooperate fully with OMP in making any filings and seeking any such intellectual property protection in the name of OMP, including (but not limited to) providing reasonable assistance to OMP in preparing such patent applications in the Territory.  The seeking and obtaining of all such intellectual property rights related to BiMineral Complex or Products shall be the sole and exclusive right and responsibility of OMP.

(b)   Use of BiMineral Complex to Manufacture Products; No Right to Manufacture or Sell BiMineral Complex .

Rohto shall have no right hereunder to manufacture BiMineral Complex, or to use BiMineral Complex for any purposes other than the use for the purpose of Section 2(a).  For the sake of clarity, Rohto shall have no right to sell or resell BiMineral Complex to any Third Party in or outside of the Territory.  Subject to the terms and conditions set forth herein, OMP shall be responsible for the manufacture of all BiMineral Complex used by Rohto for the manufacture of Product hereunder.

(c)   Samples .

No Product (including, but not limited to, Product packaging, final Product formulation and appearance, and changes to Product) shall be distributed, promoted, marketed or sold by Rohto pursuant to this Agreement without the prior written approval of the final Product by OMP, such approval shall not be unreasonably withheld.  Rohto shall supply to OMP, in the quantities reasonably requested by OMP, samples of each of the Products in finished, packaged commercial form every six (6) months after First Commercial Sale.

(d)   Development and Approval .

Rohto shall obtain and maintain (and shall have the sole right and responsibility for obtaining and maintaining), at its sole cost and expense (including any fees, commissions or amounts otherwise payable to any brokers, agents, advisors, consultants or facilitators that Rohto may retain or engage in connection with the Regulatory Approvals), all necessary Regulatory Approvals for Products in the Channel in the Territory.  OMP shall, at its sole cost and expense, provide technical assistance reasonably requested by Rohto in obtaining and maintaining Product Regulatory Approvals in the Channel in the Territory.  Rohto shall not conduct clinical trials or any Product development activities without the prior written consent of OMP.  On request from OMP, Rohto will permit OMP to access all information, materials or documents which Rohto has prepared for submission to, or which Rohto has submitted to, the authorities for obtaining Regulatory Approvals for each of the Products, provided however, such accessed information shall not be used by OMP other than for checking Rohto’s process of the Regulatory Approvals and quality of Products.

(e)   Certain Volume and Expense Commitments.

(i)   During the Term, Rohto shall provide reasonable advertising, marketing and sales support for each of the Products, which shall reasonably include, but not be limited to, expenditures in direct and indirect advertising, sales commissions/incentives and any sales promotional activities approximating (but not less than) thirty percent (30%) or more of Rohto’s Net Sales of Products in the Channel in the Territory in each calendar year (this level of support shall be hereinafter referred to as “ Direct Advertising and Sales Support ”).

(ii)   Rohto shall achieve First Commercial Sale in calendar year 2009.  With respect to sales of Products to Third Parties that are not Rohto Affiliates, Rohto shall achieve annual sales amounts that equal or exceed [ 1* ] in each trailing twelve (12)-month period ending March 31 ^st , June 30 ^th , September 30 ^th and December 31 ^st , beginning one (1) year after First Commercial Sale (“ Volume Target ”).  The Volume Target may be adjusted only by written mutual agreement of the Parties.

(iii)   If, during the Term, the actual Product unit sales volume of Rohto does not meet or exceed the Volume Target in any such trailing 12-month period, OMP shall have the right (but not the obligation) to sell OMP-manufactured and OMP-branded Products in the Aesthetic Spa/Salon channels in the Territory, whether directly or through a Third Party.

(iv)   Rohto shall be and remain the exclusive licensee of the Products in the Channel in the Territory for so long as Rohto achieves the Volume Target in each trailing 12-month period during the Term.  If, in any trailing 12-month period, the actual Product unit sales volume of Rohto falls below such Volume Target, and additionally Rohto does not provide the level of target Direct Advertising and Sales Support, either Party shall have the right (but not the obligation) to convert Rohto’s exclusive license rights under this Agreement to non-exclusive license rights or to terminate this Agreement.  In the event of termination of this Agreement pursuant to the foregoing sentence, thereafter OMP shall be free to sell and/or license the Products in the Channel in the Territory; provided that OMP shall not sell an Obagi-branded product in the Channel in the Territory for which Rohto has an existing exclusive contractual right to do so pursuant to the existing Know-How and Trademark License Agreement between the Parties, dated September 13, 2002, as amended (“ Prior Agreement ”).

(f)   Product Pricing .

The suggested retail price for each Product in the Channel in the Territory shall be set by Rohto, assuming that such Product pricing shall reflect appropriate premium brand pricing.  For the avoidance of doubt, Rohto shall have the sole right to set Product pricing for customers in the Channel in the Territory, in its sole discretion.

(g)   Access to Clinical Data of OMP .

Rohto shall have the right to use clinical results and data generated by OMP with respect to Products which are developed by OMP using the BiMineral Complex technology, but only to the extent such clinical results and data are lawfully available for disclosure by OMP in connection with the Products and are not subject to any confidentiality requirements.  Rohto shall have the right to use such clinical results and data solely and specifically for obtaining Government Approvals and promotion of the Products in the Channel in the Territory (and for no other purposes).

3.           SUPPLY OF BIMINERAL COMPLEX

(a)   Supply of BiMineral Complex .

Subject to the terms and conditions of this Agreement, Rohto shall purchase all of its requirements for (i.e., its entire supply of) BiMineral Complex exclusively from OMP, and OMP shall supply and sell BiMineral Complex to Rohto for use in the Channel in the Territory; provided that OMP may sell BiMineral Complex to any Third Party in or outside of the Territory if OMP reasonably believes that such Third Party does not intend to use such BiMineral Complex to manufacture and/or sell Products for use in the Channel in the Territory.  OMP shall provide the Specifications to Rohto promptly after the execution of this Agreement, but OMP shall have no obligation to provide Rohto with any BiMineral Complex-related know-how or Confidential Information, including (without limitation) BiMineral Complex manufacturing know-how.  Rohto acknowledges and agrees (i) that it has received, and during the Term will receive, OMP’s confidential and proprietary BiMineral Complex-related know-how, Product Know-How and other OMP Confidential Information (including, without limitation, OMP Confidential Information related to BiMineral Complex) in connection with this Agreement, and (ii) that such delivery by OMP is conditioned on Rohto’s covenant that Rohto shall not use or exploit, during the Term and for five (5) years thereafter, BiMineral Complex (or any substantially similar variation thereof), BiMineral Complex-related know-how, Product Know-How, or OMP Confidential Information in connection with any other topical or skin care-related products (other than the Products in accordance with this Agreement) without the express prior written approval of OMP.

The BiMineral Complex shall be provided to Rohto by OMP in accordance with Exhibit A , at the BiMineral Complex Cost set forth in Exhibit A .  The price of the BiMineral Complex shall increase commercially reasonably, but no more often than once per calendar year (unless otherwise mutually agreed by the Parties in writing).  Rohto acknowledges and agrees that OMP is the only qualified supplier of the BiMineral Complex for the manufacture of Products hereunder.  The foregoing BiMineral Complex Cost payments shall be in addition to any other payments Rohto is obligated to pay hereunder, including those set forth in Section 5.  Rohto shall order from OMP at least 25 kg of BiMineral Complex before December 31, 2008.

(b)   Initial BiMineral Complex Forecast .

Within thirty (30) days after the Effective Date, the Parties shall agree upon an initial one (1)-year forecast of Rohto’s BiMineral Complex requirements.

(c)   Subsequent BiMineral Complex Forecasts and Purchase Orders .

Not less than sixty (60) days prior to the first business day of every Fiscal Quarter following the four Fiscal Quarters covered by the initial 1-year forecast of Rohto’s BiMineral Complex requirements, Rohto shall submit to OMP a rolling quarterly forecast of its BiMineral Complex requirements covering the subsequent four (4) Fiscal Quarters (each an “ Annual Forecast ”).  Each Annual Forecast shall set forth in detail Rohto’s requirements for BiMineral Complex, and each Annual Forecast shall be accompanied by written purchase orders for the first two Fiscal Quarters within such Annual Forecast (each, a “ Purchase Order ”).  With respect to these accompanying Purchase Orders, the Purchase Order for the first Fiscal Quarter shall be firm, non-cancelable and binding on Rohto, and the Purchase Order for the second Fiscal Quarter shall be firm, non-cancelable and binding on Rohto, unless the second Fiscal Quarter Purchase Order is modified by Rohto by written notice to OMP; provided that such written notice is received by OMP at

least sixty (60) days prior to the scheduled delivery date for such modified Purchase Order; and further provided that the difference between the forecasted Purchase Order and the modified Purchase Order for the second Fiscal Quarter shall not exceed ten percent (10%) of the forecasted Purchase Order.  From time to time, Rohto may place additional Purchase Orders with OMP for BiMineral Complex, either in writing or by electronic or other ordering processes established and mutually approved by Rohto and OMP (“ Additional Purchase Order(s) ”), and OMP shall use its commercially reasonable efforts to attempt to fill such Additional Purchase Orders, but OMP shall not be in breach of this Agreement should it fail to do so in case that  OMP does such effort.

(d)   Delivery .

Subject to the terms and conditions of this Agreement, OMP shall deliver to Rohto the BiMineral Complex, using its commercially reasonable efforts to make such delivery in a manner that meets the quantity ordered and the delivery dates specified in Rohto’s Purchase Orders.  In Rohto’s name and at Rohto’s risk and expense, OMP will deliver BiMineral Complex in accordance with standard operating procedures established by OMP and approved by Rohto, such approval not to be unreasonably withheld, delayed or conditioned.  OMP’s delivery of BiMineral Complex to Rohto shall be Ex Works (Incoterms 2000) OMP’s place of manufacture.  Title to all BiMineral Complex shall remain in OMP until the BiMineral Complex Cost for the relevant shipment of BiMineral Complex is received by OMP.  Risk of loss shall pass to Rohto upon delivery of BiMineral Complex at OMP’s place of manufacture.  Shipment to Rohto of BiMineral Complex (including import of BiMineral Complex into the Territory) shall be the sole responsibility of Rohto, at Rohto’s expense.

Final Product image, brand use, positioning and packaging manufactured by Rohto will be subject to OMP’s prior written approval on an annual basis, which approval shall not be unreasonably withheld.  To the extent that Rohto materially alters any Product packaging, and/or reintroduces new or upgraded Products that are based on the Products approved by OMP hereunder, all such changes also will be subject to OMP’s prior written approval, which approval also shall not be unreasonably withheld.  The package label for Products sold by Rohto pursuant to this Agreement shall, to the extent permitted by Applicable Law, reflect OMP’s Product Patents or variations thereof acceptable to OMP.  All printed material related thereto shall be agreeable to both Parties and acceptable under Applicable Law.

(a)   Development Fee .

In consideration of the costs and fees incurred by OMP prior to the Effective Date in connection with the development of the Copper Zinc Malonate technology, Rohto shall pay to OMP a non-refundable, development fee (“ Development Fee ”) in an amount of [ 2* ], which shall be paid to OMP in five installments of [ 3* ] per year.  The first such installment payment shall be due on the Effective Date, and each remaining installment payment shall be due on each subsequent anniversary of the Effective Date during the Initial Term; provided that, if this Agreement should be terminated by either Party under Section

(b)   Royalty Payments .

In consideration of the grant by OMP to Rohto of the exclusive license and rights set forth in Section 2(a) herein, Rohto shall pay to OMP a royalty equal to [ 5* ] of Net Sales of Products sold or distributed by Rohto during the one (1) year period following the Effective Date.  Thereafter, such royalty rate shall decrease by [ 6* ] on each subsequent anniversary of the Effective Date during the next four (4) consecutive years, until the royalty rate payable to OMP reaches [ 7* ] of Net Sales of Products sold or distributed by Rohto (which shall occur on the fourth anniversary of the Effective Date).

(c)   Sales Reports .

Within thirty (30) days after the end of each Fiscal Quarter, Rohto shall deliver a written report to OMP that sets forth, for such Fiscal Quarter, the type and number of Products sold or otherwise disposed of by Rohto; sales prices for each type of Product; the applicable royalty rate payable under this Agreement; the total royalty payable to OMP; the applicable exchange rate used to convert payments owed under this Section 5 to United States Dollars; and other significant metrics as requested by OMP.  For purposes of determining when a sale of any Product occurs under this Agreement, the sale shall be deemed to occur on the e