Development and Supply Agreement

Re:

Proposed Development and Supply Agreement between Sirion Therapeutics, Inc. (“Sirion”) and Plantex USA, Inc. (“ Plantex ”) for Diflurprednate

1.

Each party will keep the contents, terms and existence of this letter and the Term Sheet, as well as information received from the other party (the “disclosing party”) relating to the API, including, without limitation, technical information, know-how, scientific information, formulae, manufacturing data and procedures, marketing information and strategies, sales and financial data (collectively, the disclosing party’s “ Confidential Information ”), in complete confidence and will not, without the prior written consent of the other party, use or exploit, in whole or in part, any Confidential Information other than as contemplated herein or disclose any Confidential Information to any person not otherwise contemplated herein; provided , however that (a) each party may disclose Confidential Information to its affiliates and third-party manufacturers and their respective officers and employees and to their respective legal, accounting, tax, regulatory and other professional advisors whose knowledge of such Confidential Information, in the reasonable opinion of the disclosing party, is necessary for assessing and/or implementing the transactions contemplated hereby; (b) each party will use reasonable efforts to ensure that each person to whom any Confidential Information is disclosed pursuant to clause (a) above adheres to the terms of this undertaking as if he, she or it were a party hereto; and (c) either party may disclose Confidential Information to the extent required by law but shall use commercially reasonable efforts to provide adequate prior notice to the other party to seek a protective order or other relief to prevent such disclosure. These obligations of confidentiality will terminate [* * *] from the expiration or termination of the Term Sheet or the Definitive Agreement, as applicable.

2.

Sirion and Plantex acknowledge and agree that the parties will be bound by the terms of this letter and the attached Term Sheet during the Term Sheet Term (as defined in the Term Sheet). Upon its due execution and delivery the Definitive Agreement shall supercede this letter and the Term Sheet.

3.

The terms and conditions of this letter and the Term Sheet shall prevail to the extent that any terms and conditions of Sirion’s purchase orders or Plantex’s invoices are inconsistent with this letter and the Term Sheet. No additional term or condition set forth in any purchase order will be binding upon Plantex unless agreed to in writing by Plantex.

4.

This letter and the Term Sheet shall be construed and interpreted in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State. This letter and the Term Sheet may not be assigned or delegated by any party without the prior written consent of the other party, and any purported assignment or delegation without such consent shall be null and void.

Very truly yours,

PLANTEX USA, INC.

By:

/s/ George Svokos

Name: George Svokos

Title: President

Agreed and accepted this of 20 ^th day of July 2006:

THERAPEUTICS, INC.

/s/ Barry Butler

Name: Barry Butler

Title: President and CEO

July 11, 2006.

Plantex and Sirion shall be bound by the provisions of this Term Sheet during the term (the “ Term Sheet Term ”) beginning on the Term Sheet Date (as defined be