PRODUCT SUPPLY AGREEMENT

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1.3                     Exclusivity . OMP shall have exclusive rights to sell the Products in the physician-dispensed channel in the United States (including all territories of the United States) (the “Channel”) for the first 12 months of this Agreement from the Effective Date. Thereafter, OMP shall only maintain exclusivity in the Channel, if OMP places Purchase Orders for at least [***] units of Products (in any combination) in each calendar year covered by the term of this Agreement. If such minimum volumes are not maintained, all other rights and obligations of this Agreement will continue on a non-exclusive basis, beginning on January 1 of the calendar year following the calendar year in which OMP did not purchase the minimum Purchase Order volume.

1.4                     Twelve -Month Rolling Forecasts and Purchase Order Placement . Thirty days prior to the first day of the first month of each quarter (which quarters shall begin on January 1, April 1, July 1 and October 1 of each year) during the term of this Agreement, OMP will provide Triax with an estimated forecast of Product orders for the coming 12 months, including firm Purchase Orders for the second quarter of each forecast period. OMP will place additional Purchase Orders as needed throughout each quarter in advance of the required delivery date thereof allowing for the Lead Time(s) (as such term is defined below). Triax shall secure adequate supply and maintain Product materials and components to the extent such materials and components are not typically provided by OMP, and shall accept and fulfill Purchase Orders placed by OMP in conformance with the terms of this Agreement. Triax shall accept Purchase Order(s) and confirm shipment dates to OMP in writing within 5 business days of receipt of a Purchase Order(s). As warranted, OMP shall update its forecast on a monthly basis or as required.

1.5                     Quantity Increases; Shipment . At the time that purchase forecasts are placed at the beginning of each quarter in accordance with Section 1.4, the Parties shall negotiate in good faith to establish: (i) a maximum quantity by which OMP may increase the quantity of Products specified in the forecast, and the period of time from the date of the Purchase Orders within which OMP may order any such increased quantity; and (ii) a maximum period of time for which OMP may defer the shipment date specified in the Purchase Orders for all or part of the Products covered by the Purchase Orders and the period of time from the date of the Purchase Orders within which OMP may elect any such deferral.

1.6                     Other Modifications Of Purchase Order . Each Purchase Order shall constitute a binding agreement between Triax and OMP, and the Parties may not modify a Purchase Order except in writing and upon obtaining the signature of an authorized representative of each Party. If any modification of a Purchase Order causes a decrease or reasonably-supported increase in Triax’s manufacturing cost, Triax promptly shall notify OMP prior to enacting such change and the change, which shall be noted in writing on the Purchase Order, shall become effective immediately upon the date of such notification.

1.7                     GMP Quality standards . All Products that Triax sells and delivers to OMP under this Agreement shall be manufactured, stored, and handled in compliance with all applicable federal, state, and local laws, regulations, ordinances, and any other legal requirements, including, without limitation, the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §§ 301 et.

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

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seq. Triax shall document the reliability and quality of its manufacturing and delivery processes as it relates to the Products. At the request of OMP, Triax shall deliver in writing to OMP personnel documentation (consistent with that which would be required by regulatory agencies to which Triax is subject) which demonstrates the implementation of these policies in the design, analysis, test and manufacture of the Products, each in accordance with GMP and FDA standards to the extent they are applicable.

1.8                     Triax’s Additional Obligations . Triax shall immediately notify OMP within 24 hours of any adverse or unexpected results or any actual or potential notice of government action regarding a Product. Triax agrees to immediately notify OMP of any recall of any Product and to administer and pay all costs associated with any recall, retrieval and/or replacement of any Product.

1.9                     OMP Marketing . OMP shall throughout the term of this Agreement promote, market, and sell the Products in all of OMP’s active accounts throughout the United States. Such activity shall include the development of sales collateral, and incorporation of the Products into appropriate educational seminars and physician training. OMP shall submit all sales collateral and printed material referencing the Products to Triax for its review.

2.                          PRODUCT PRICES

2.1                     Price List . The prices for Products purchased hereunder shall be as specified in Exhibit B (the “Prices”) which is hereby incorporated into this Agreement. All Prices are fixed through the term of this Agreement in United States dollars, except changes agreed to in a mutual, signed writing. Triax may also increase Prices, provided such increases occur no more than once per 12 month period, and are based on increases in costs demonstrated to OMP’s reasonable satisfaction are the sole result of incremental increases in packaging and labeling design costs and the integration of custom-labeled Product tubes into the manufacturing process. Prices are exclusive of delivery charges set forth in Section 3.2 and inclusive of (i) all applicable local, state and federal taxes, and (ii) any other costs (including, without limitation, set-up, testing and tooling costs and non-recurring engineering expenses) incurred by Triax in connection with the manufacture, sale and delivery of Products.

OMP shall also be entitled to volume discounts to the base pricing listed on Exhibit B, for product purchased in excess of [***] units per year, and to the extent such product is sold through to OMP’s customer’s within 90 days of OMP’s receipt of such product. Volume discounts will be based on calendar year performance and applied to cumulative quarterly purchases in excess of [***] units per quarter, such that annualized volumes over[***] units will be sold by Triax to OMP at a [***] discount to Prices up to [***] units; volumes over [***] shall be sold Triax to OMP at a [***] discounts to Prices, up to [***] units; and volumes in excess of [***] shall be sold by Triax to OMP at a [***] discount to Prices as follows;

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

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3.                          LEAD TIME, SHIPMENT AND DELIVERY

3.1                     Lead Time For Products . It is understood and agreed between the Parties that Products with OMP-branded packaging must be manufactured in quantities of at least [***] units per SKU. OMP shall agree to purchase quantity in its entirety within 12 months of expiration date, provided such smaller quantity as may be desired by OMP cannot be accommodated as part of a larger production run of similar Triax product, and only so long as such Product has a minimum 2 year expiration date from the date of manufacture. In any event, OMP shall provide at least a 120 day lead time from the date of submission of Purchase Orders, and Triax shall deliver all Products to OMP, and in compliance with the terms of this Agreement, within 30 days of Triax’s receipt of such Purchase Orders (“Lead Time”), unless otherwise mutually agreed to by the Parties in writing.

3.2                     Shipment . Triax shall ship all Products purchased under this Agreement F.O.B. shipping point, to the location specified by OMP in each Purchase Order, so as to be received by OMP, allowing for normal transit times, in accordance with the quantities and delivery schedule specified on the corresponding Purchase Order. If any shipment is late due to Triax’s fault, Triax shall ship the effected Product by such mode of expedited shipment specified by OMP, at Triax’s sole expense. Triax shall cause the delivery of all Products to OMP’s receiving department during normal business hours, unless otherwise directed by OMP.

3.3                     Mode Of Shipment . The mode of shipment shall in each instance be ground transportation, unless otherwise specified by OMP on the Purchase Order or pursuant to late delivery provisions of Section 3.2. In the absence of specific instructions by OMP, Triax will select the best carrier for shipment.

3.4                     Risk Of Loss/ Insurance . Risk of loss and damage shall pass from Triax to OMP upon delivery by Triax or the common carrier to OMP’s representative at the F.O.B. shipping point described in Section 3.2 above.

3.5                     Packaging . Product shall be packaged under Triax’s standard label, branding and package design except that OMP shall have the right, at OMP’s own expense to develop OMP branded packaging, label design and label copy (“Packaging Specifications”), and to have Product manufactured with such “Packaging Specifications”. Triax shall take commercially reasonable efforts to integrate “Packaging Specifications” into Triax’s manufacturing processes. OMP shall submit such Packaging design to Triax for approval as to compliance with regulatory

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

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requirements. Such approval will not be unreasonably withheld. All OMP branded Products will use the same packing tubes as currently utilized by Triax in its Tretinoin production.

Packaging Specifications shall include the phrase “Manufactured and distributed under authority of Triax Pharmaceuticals, Inc.” and shall otherwise comply with all applicable Food and Drug Administration (“FDA”) labeling requirements.

3.6                     Use of Intellectual Property . Triax shall use any trademarks, trade names, logos, products names, or labels of OMP, and any derivatives thereof or intellectual property rights related thereto, solely for purposes of performing under this Agreement and only in accordance with this Agreement and the instructions of OMP. This Agreement is not intended to, and shall not be construed, to result in any transfer or any such intellectual property rights or related interests, registered or not, domestic or foreign, to Triax.

3.7                     Payment Terms . The terms of payment for all Products purchased under this Agreement shall be net 30 days from the date of OMP’s receipt of Products. Triax shall submit all invoices to OMP’s corporate offices, Attn: Accounts Payable, unless otherwise instructed by OMP.

3.8                     Delinquent Accounts . All amounts due and owing to Triax hereunder, but not paid by OMP within 10 days of the due date thereof, shall bear interest in U.S. dollars at the rate of the lesser of; (i) one per cent (1%) per annum above the then applicable prime interest rate announced by the Wall Street Journal for 90-day U.S. dollar loans to prime commercial customers in the United States; or (ii) the maximum lawful interest rate permitted under applicable California law. Such interest shall accrue on the balance of unpaid amounts from time to time outstanding from the date on which portions of such amounts become due and owing until payment thereof in full.

3.9                     Billing Disputes .

(a)                       In the event that a billing dispute occurs concerning any charges billed to OMP by Triax, OMP must submit documentation regarding the disputed amount. Documentation must be submitted to Triax within 120 days of OMP’s receipt of billing invoice for the Products.

(b)                      If the dispute is resolved in favor of OMP and OMP has withheld the disputed amount, no interest credits or penalties will apply. If the dispute is resolved in favor of OMP and OMP has paid the disputed amount, OMP will be credited with interest on such amount by Triax at the rate of one percent (1%) per month, from the date Triax received payment up to and including the date of refund. If the dispute is resolved in favor of Triax and OMP has paid the disputed amount on or before the payment due date, no interest credit or penalties will apply.

(c)                       If the dispute is resolved in favor of Triax and OMP has withheld the disputed amount, any payments withheld pending settlement of the disputed amount shall

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

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bear interest at the rate of one percent (1%) per month, from the payment Due Date up to and including the date of payment.

(d)                      If any continuing dispute between the Parties is not resolved within one hundred twenty (120) days of the due date, after reasonable attempts by OMP and Triax, the dispute will be referred to the respective executive responsible for each Party’s respective obligations under this Agreement. The executives will negotiate in good faith to resolve the dispute informally. During this course of such negotiations, all reasonable requests made by one Party to the other for information will be honored by the Parties. Both Parties shall continue performing their respective obligations under this Agreement while the dispute is being resolved, except to the extent that such obligations are in dispute, unless and until this Agreement expires or is terminated in accordance with its terms. If the Parties are unable to resolve such dispute within the process above then either Party may exercise any remedies, in law or equity, available to it.

4.                          PRODUCT INSPECTION AND ACCEPTANCE

4.1                     Acceptance Inspection and Testing . OMP shall have the right, at its sole discretion, to perform acceptance testing and inspection of any shipment of Products (“Acceptance Testing”) for conformance with OMP’s specifications (the “Specifications”). Such Acceptance Testing shall take place, at OMP’s election, either on Triax’s premises (during normal business hours and upon reasonable notice to Triax), OMP’s premises, or at a location selected by OMP (including the premises of any customer of OMP). OMP shall have 60 days from receipt of a shipment of Products to perform such Acceptance Testing (“Initial Acceptance Testing Period”).

4.2                     Non-Conforming Products . If OMP reasonably determines within the Initial Acceptance Testing Period that all or any portion of a shipment of Products are non-conforming with the Specifications, OMP shall provide Triax a notice of non-conformance and appropriate supporting documentation, and Triax shall promptly correct the defects identified by OMP or supply new Products within 30 days after receipt of OMP’s notice of non-conformance. All costs and expenses associated with any such correction or replacement, including, without limitation, transportation charges for return to Triax and subsequent return to OMP, shall be borne solely by Triax. Upon receipt by OMP of corrected or replaced Products, OMP shall have an additional 60 day period to conduct Acceptance Testing (“Additional Acceptance Testing Period”). If during such Additional Acceptance Testing Period, OMP determines that any of the Products are still non-conforming with the Specifications, Triax shall provide new replacement Products for all non-conforming Products at Triax’s sole cost and expense and OMP shall have a second Additional Acceptance Testing Period for such replacement Products.

4.3                     No Waiver Of Warranty . In no event shall OMP’s inspection and acceptance of any Product pursuant to this Section 4, or the payment for such Product by OMP, in any way impair or reduce OMP’s rights under the warranty provisions of Section 8 of this Agreement.

4.4                     Facilities Surveys . Following reasonable notice to Triax, OMP reserves the right as necessary to review (or have its agents review), during regular business hours, Triax’s

THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREAT