MASTER SALES, COLLABORATION AND DISTRIBUTION AGREEMENT

* 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.

THIS MASTER SALES COLLABORATION AND DISTRIBUTION AGREEMENT ("Agreement") is made effective as of October 6, 2005 by and among Skinvisible Pharmaceuticals, Inc. a corporation organized and existing under the laws of the State of Nevada, ("SKVI") and EMD Chemicals Inc., a corporation organized and existing under the laws of the State of New York ("EMD").

WHEREAS, SKVI is engaged in the business of, among other things, developing and selling polymer and polymer delivery systems sold under the brand name Invisicare ^® ;

and

WHEREAS, Invisicare® is a patented product belonging to SKVI; and

WHEREAS, EMD is engaged in the business of selling cosmetic pigments and chemicals to the end users thereof; and

WHEREAS, EMD is willing to become the exclusive, world-wide seller and distributor of Product (defined below) in the Field (defined below); and

WHEREAS, EMD will market the Product to prospective customers in the Field, SKVI and EMD will collaborate to develop Product formulations for such prospective

customers; and

WHEREAS, SKVI possesses the technical and scientific resources and competencies to develop Product for individual prospective customers application; and

WHEREAS, SKVI and EMD intend that they shall share compensation from customers for Product which may include: payment for Product, a license fee and royalty on

Product sales by EMD customers; and

WHEREAS, EMD and SKVI are willing to extend such licenses as necessary to support such consideration, including exclusivity as may be needed; and

WHEREAS, SKVI and EMD intend that this Agreement serve as a master or base form of supply agreement and that SKVI and EMD shall agree upon and enter into customer

specific supply agreements with each other, as needed, for the supply of Product to EMD’s customers; and

NOW THEREFORE, in consideration of the foregoing promises and the mutual covenants hereinafter expressed, the parties hereto agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following words and terms shall have the meaning set forth below:

1.1   " Area " shall mean the entire world.

1.2   " Effective Date " shall mean the date set forth in the first paragraph of this Agreement.

1.3   “ Field ” shall mean the cosmetics and personal care markets, but excluding the antimicrobial/barrier market, the prescription drug market, the over-the-counter drug market, and the market for sunless tanning sprays with viscosities of less than 200 cts. In addition, the Field shall exclude the following existing clients of SKVI: Dermal Defense, Inc., Safe4Hours, Inc., JD Nelson & Associates, Inc., Cross Global, Inc. dba Sunless Beauty, and Natural Body Care, Inc. dba Sensaria.

1.4   Product " shall mean Invisicare ^® conforming to the Specifications (defined below).

1.5   " Termination Date " shall mean the date upon which this Agreement is cancelled or terminated, as provided in §§13 and 14 herein.

1.6   “ Specifications ” shall mean the specifications for Invisicare ^® set forth in Schedule A which is attached hereto and incorporated into this Agreement.

2. GRANT OF DISTRIBUTORSHIP

2.1   Exclusive Distributorship . Upon the terms and conditions set forth herein, SKVI appoints EMD as the exclusive distributor for the sale and promotion of the Product (including the sub-licensing to EMD’s customers of any licenses necessary to utilize the Product) to the Field throughout the Area. EMD may appoint other sub-distributors or agents hereunder, including any of its affiliated companies, including any of the Merck KGaA group companies. EMD may only appoint non-affiliated companies after providing written notification to SKVI. EMD shall be entirely responsible for the performance of its sub-distributors and/or agents and nothing in this Agreement shall be deemed to create the relationship of principal and agent, or any similar relationship, between SKVI and EMD and/or any sub-distributor or agent of EMD.

2.1.1 SKVI will use its best efforts to ensure that EMD’s exclusive distributorship of Product to the Field is respected throughout the Area.

2.1.2 EMD will maintain staff, equip and facilities (which SKVI may inspect from time to time during regular business hours and upon reasonable written notice) for the marketing and sale of the Product in the Area. Such facilities shall be sufficient to enable EMD to satisfy properly its marketing and sales responsibilities under this Agreement.

2.2   Minimum Revenue Milestones . EMD shall use reasonable, commercial efforts to market and sell the Product within the Area, which efforts shall include but not be limited to prompt performance of all of its obligations under this Agreement. In this regard, EMD will use reasonable, commercial efforts to achieve the minimum revenue milestones as set forth in Schedule “D” attached hereto. In the event that EMD fails to meet the minimum revenue milestones (excluding revenues lost due to causes beyond EMD’s control) in any of the purchase periods as noted in the schedule, EMD shall develop a revised marketing plan intended to achieve the minimum revenue milestones

(“Revised Plan”) and will provide SKVI a written summary of the Revised Plan within 30 days after the end of the prior purchase period. SKVI shall have the right, at its reasonable discretion, to accept or reject the Revised Plan. Once SKVI gives notice of its acceptance of the Revised Plan, EMD shall have an additional six-months from notification to make up the balance of the minimum revenue milestones for such prior purchase period. If after such six-months EMD is unable to make up such prior minimum revenue milestones, SKVI shall have the right to terminate the exclusivity of the distribution rights hereunder and shall be entitled to seek other customers or distributors for the Products in the Field within the Area. EMD shall retain the rights to continue to distribute and promote the Products in the Area on a non-exclusive basis under all the other terms of this Agreement. In the event that EMD is unable to meet its target minimum purchase obligations for two consecutive years, SKVI shall also have the right to terminate the exclusivity of the EMD distribution rights hereunder.

2.3       * 

* 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

3. PRICE OF PRODUCT_/ EMD COMPENSATION

3.1   Determination of Price . Unless otherwise agreed upon by the parties, Product shall be sold to EMD by SKVI at prices as are based those in the column noted “List Price” in Schedule “B” which is linked to the Revenue milestones in Schedule “C”, as may be amended by the parties from time to time. Prices shall not include taxes, if any, which shall be payable by EMD. The parties agree to regularly meet and discuss current market conditions and opportunities where volume price discounts might be desirable or necessary to achieve additional Product sales.

3.2   Commission / Compensation to EMD . As set forth in Schedule “C”, EMD’ shall be entitled to the specified percentage on the gross revenues generated from sales and / or licensing of Product made by EMD and SKVI to customers in the Field pursuant to this Agreement.

3.3   Customer Supply Commitment. For each customer, EMD and SKVI shall agree upon firm pricing regarding customer specific supply, such Customer Specific Supply Agreements shall be in writing and shall further prescribe, inter   alia , the customer, product, product specification, quantities, term, intellectual property licenses, and all other terms particular to the circumstance and as agreed upon by EMD and SKVI (hereinafter “Customer Specific Supply Agreements”). Such Customer Specific Supply Agreements shall incorporate all rights and obligations stated herein and shall control over the terms of this Agreement.

3.4   Current Price . Except as otherwise agreed by the parties under Section 3.3, and 3.1 for orders accepted by SKVI under Section 5.1, SKVI reserves the right to revise prices as soon as notified by any of its raw ingredient suppliers and shall provide written notice of any such price revision immediately. Any price revision shall be limited to documented changes in the costs of raw materials, labor and/or energy.

4. PAYMENT FOR PRODUCTS

4.1   Terms of Payment . Unless otherwise agreed, all payments due SKVI shall be made within forty five (45) days following the date of the invoice for the Product shipped.

5. ACCEPTANCE OF ORDERS AND SHIPMENT OF PRODUCTS

5.1   Acceptance of Orders . Except as otherwise agreed by the parties in any Customer Specific Supply Agreement under Section 3.3, SKVI will not be bound by any order placed by EMD for the Product until such order has been accepted by SKVI in writing at its offices in Las Vegas, Nevada. SKVI shall use all commercially reasonable efforts to accept all orders from EMD.

5.2   Inconsistent Terms in an Order . This Agreement shall supersede any and all pre-printed terms on any purchase orders, invoices, order acknowledgments and other related documents exchanged by the parties, excluding Customer Specific Supply Agreements entered into under Section 3.3.

5.3   Forecasts. EMD shall provide SKVI with such projections of its requirements for Product as is reasonable and agreed upon from time to time, so that SKVI can ensure that the necessary raw materials are procured. Should the quantity of Invisicare ^® be smaller than EMD's annual projection of its requirement for the respective year, SKVI will endeavor to make alternative supply arrangements.

5.4   Shipping of the Product . SKVI shall ship to EMD Product set forth in an order accepted by SKVI within the time specified in such order. Delivery of all Product sold by SKVI to Distributor shall be f.o.b., place of manufacture. The method and route of shipment, unless specified by EMD, shall be at the discretion of SKVI.

5.5   Return of Product .

5.5.1   Non-defective Product . EMD shall not return non-defective Product without prior written authorization of SKVI for such return. EMD shall bear all costs and expenses of returning Product and all risk of loss until returned Product are received at the address of SKVI set forth above, or at such other location as SKVI shall have designated for return. All returned Product must be received by SKVI in their original, unopened and completely resaleable containers. Product without original markings and/or labels will not be accepted for return.

5.5.2   Defective Product . EMD or its customers may return defective Product to SKVI, at the expense of SKVI.

5.6   Quality Control . SKVI will adhere to good manufacturing practice (GMP) requirements and procedures, including without limitation those relating to quality control to assure Product conforms to the quality and Specifications as set out under this Agreement.

6. UNDERTAKINGS OF THE PARTIES

6.1   Sale of Product . EMD, its representatives and employees, shall conduct all marketing and sales activities in connection with Product in a manner, consistent with applicable laws and standards of fair trade, fair competition and business ethics.

6.2   Marketing Efforts . EMD will use reasonable, commercial efforts to diligently and faithfully develop demand for Product and to solicit purchases of Product. At all times hereunder, EMD shall maintain adequate facilities and personnel to accomplish this purpose.

6.3   Technical Support . EMD and SKVI shall collaborate to develop customer specific Product applications as desired by customers in the Field. SKVI represents and warrants that it possesses and will maintain adequate facilities and technical and scientific resources to fulfill customer needs related to Product for application in the Field.

6.4   Technical Data . SKVI represents and warrants that it has provided EMD with true and complete copies of all relevant literature, toxicological studies and efficacy studies and similar technical information (collectively, “Technical Information”), either in its possession or known to it, and SKVI will continue to provide EMD and its customers such additional Technical Information as SKVI becomes aware of it and as is necessary to serve the purposes of this Agreement.

6.5   Regulatory Matters .

6.5.1   SKVI shall develop and maintain an adequate quality system, including Product lot tracking data base, sufficient to satisfy applicable legal requirements and Product Specification requirements set forth in Schedule A, and shall make such systems and data available to EMD and its customers.

6.5.2   Each party shall keep the other informed of any formal or informal inquiry relating to any Product sold hereunder by any regulatory agency of any state or national government.

6.5.3   Should any Product defect or any governmental action require the recall, destruction or withholding from market (hereafter collectively "recall") of any Product sold by SKVI to EMD, EMD shall bear the costs and expenses of such recall only if such recall is the direct result of any fault or omission attributable to EMD; SKVI shall bear the costs and expenses of such recall if such recall is the direct result of any fault or omission attributable to SKVI, including without limitation failure of the Product to meet Specification or as a result of a breach of any term contained herein .

6.5.4   SKVI shall notify EMD in writing of any proposed changes in its supplier’s manufacturing process which affect dose, form, or function of Product or any components of Product, including but not limited to any changes that affect written quality plans for production or written quality procedures respecting same, as well as any changes outside the validated process, in manufacturing procedures, component part or raw materials vendors, manufacturing sites or batch sizes. Upon such notice, the parties shall confer and agree upon a reasonable time frame within which EMD may

evaluate and communicate to SKVI its approval or disapproval of any such change provided, however, that EMD shall not unreasonably withhold its approval of any such change.

6.5.5   Upon reasonable prior notice, SKVI shall, from time to time during the term of this Agreement, allow representatives of EMD to tour and inspect all facilities utilized by SKVI with regard to Product sold to EMD under this Agreement, and shall cooperate with such representatives in every reasonable manner.

6.5.6   Each party will comply with all applicable foreign, and domestic federal, state and local laws in the performance of its obligations hereunder, including, but not limited to, laws and regulations governing the sale or offering for sale of Product, and restrictions or regulations with respect to packaging, labeling, promoting, export, health and safety, tax or licensure of purchasers.

6.6   SKVI Inventory . SKVI will maintain such inventories as required by any Customer Specific Supply Agreements, and in the absence of such commitment such amounts as is commercially reasonable.

6.7   SKVI Rights . SKVI hereby represents and warrants to EMD that SKVI is the owner of, or otherwise has all necessary and sufficient rights (including, without limitation, intellectual property rights) to manufacture, use, market, distribute and grant to EMD the rights set forth herein with respect to, the Product.

6.8   Mutual Representations . Each party represents and warrants to the other party that:

6.8.1   Such party has the full corporate right, power and authority to enter