Exhibit 10.11
June 29, 2006
OMP, Inc.
310 Golden Shore , Suite 100
Long Beach, California
90802
Obagi Medical Products,
Inc.
310 Golden Shore, Suite
100
Long Beach,
California 90802
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Re:
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Retail Lease Agreement (the
“Lease”) Executed Contemporaneously Herewith By and
Between Skin Health Properties, Inc., as Landlord, and OMP, Inc.
(“OMP”), as Tenant
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Gentlemen:
In connection with the Lease, the
undersigned expressly acknowledge and agree as follows:
1) that OMP has heretofore
paid to the undersigned (or some constituent party thereof) the sum
of One Million Eight Hundred Seventeen
Thousand One Hundred Eleven and No/100 Dollars ( $1,817,111
) in respect of the performance of
Leasehold Improvements (as defined in the Lease), and that
OMP’s sole obligation and liability with respect to the
performance of, and the payment for, the Leasehold Improvements is
the payment of such $1,817,111, and that, regardless of the actual
cost of the Leasehold Improvements or any costs incurred in
connection therewith, Tenant shall not owe or be required to pay to
any contractor performing any of the Leasehold Improvements, or to
any of the undersigned, any additional amounts or any amount in
excess of said $1,817,111 heretofore paid (“Excess Leasehold
Improvement Expenses”); it being agreed that the undersigned
do, jointly and severally, hereby indemnify and agree to hold OMP
harmless with respect to any Excess Leasehold Improvement
Expenses;
2 )
that OMP desired management and control over the performance of the
Leasehold Improvements and for that reason OMP entered into a
construction contract with Legacy Construction (the
“Construction Contract”) notwithstanding the fact that
OMP had no leasehold or other possessory interest in
the
