Exhibit
10.30


EXTENSION AND AMENDMENT
TO PROMOTION AND

COOPERATION AGREEMENT


WHEREAS


CollaGenex Pharmaceuticals Inc., a corporation
established under the laws of Delaware with offices at 41 University Drive,
Newtown, PA 18940, (“CollaGenex”), and


Primus Pharmaceuticals, Inc. a company having its
principal place of business at 4725 North Scottsdale Road, Suite 200,
Scottsdale AZ 85251 (“Primus”)


Entered into a Promotion and Cooperation Agreement
dated as of June 6, 2005 (the “Agreement”); and


WHEREAS, after discussions CollaGenex and Primus wish
to extend and amend the terms of the Agreement;


NOW THEREFORE CollaGenex and Primus agree as follows:


1.             Sales Targets.  The
Sales Targets and the time periods to which they relate in Section 3(g) of the
Agreement are amended by revising Section 3(g) to read as follows:


Sales Targets. 
CollaGenex shall achieve at least the following combined levels of sales
of the Products in the Territory, calculated with reference to prescriptions
filled data available from industry standard and commercially available sources
approved by the Steering Committee and assuming sales at Net Sales Price (as
defined on Exhibit D), during the following time periods:




	
  Between 7/1/06 and 12/31/06

  	
   

  	
  $1,600,000

  
	
  Between 1/1/07 and 12/31/07

  	
   

  	
  $3,600,000

  






 


Between 1/1/08 and 12/31/08
and for any annual renewal periods thereafter, the Steering Committee shall set
sales targets.


2.             Marketing Expenses and
Allocation of Marketing Expenses.  Sample expense shall be
treated as a marketing expense, to be paid initially by Primus and then made
part of the quarterly adjustment process conducted by the Steering Committee
such that marketing expenses are allocated between the parties, 60% to be paid
by CollaGenex and 40% to be paid by Primus. 
Accordingly,


2.1           Section 4(f) of the Agreement is
amended to read as follows:


Samples All samples shall be purchased by Primus
and subsequently supplied to CollaGenex in accordance with the procedure
outlined in Exhibit B.  Primus will
continually work to decrease the overall cost of samples.  The Steering Committee will define a sample
plan to determine allocations of samples and to minimize cost of samples.  Primus will be responsible for submitting
sample forecasts to their manufacturer and assuring that samples are available
to support the sample plan 













determined by the Steering
Committee and based on the sample forecasts provided by CollaGenex per Section
3(e). [the remainder of original Section 4(f) is deleted]


2.2           The final paragraphs identified as “Payment:”
and “Submission of PO’s:” on Exhibit B of the Agreement are amended to read as
follows:


	
  

  	
  Payment:

  	
  Primus shall make all payments relating to sample
  POs on such terms as it
  shall agree with its sample manufacturer.

  
	
   

  	
  Submission of POs:

  	
  All PO’s shall be
  submitted to sample manufacturer by Primus in amounts consistent with the
  marketing budget, or as otherwise agreed by the Steering Committee.

  



 


2.3           Section 8(b)(i) of the Agreement is
amended to read as follows:


(i)            If CollaGenex does not achieve the
sales target for the measurement period in each calendar year (i.e.,
7/1/06-12/31/06, 1/1/07-12/31/07 and 1/1/08-12/31/08) referenced in 3(g) and
notice is sent by Primus on or before the end of the third month following the
measurement period.


Sections 8(b) (ii) and 8 (b) (iv) of the Agreement are
deleted.


2.4           Sections 5(b) 5(c) and 5(d) of the
Agreement are amended to read as follows:


(b)                                 Marketing Budget.  The
marketing budget shall be agreed to by the Steering Committee and not exceed
20% of net sales for the most recent quarter annualized unless otherwise
authorized by the Parties.  As a
component of the marketing budget, the Parties agree total annual lunch &
learn expenses allocated to the Products will have a budget not to exceed
$187,500 (calculated as 12.5% of Collagenex’s 2007 total Company lunch &
learn budget).  On at least an annual
basis, the Steering Committee will perform a quantitative analysis of the sales
and marketing support necessary to deliver the sales volumes committed per
Section 3(g).  Components of the analysis
shall include (but not be limited to) samples, lunch and learn costs,
nonpersonal promotion and call coverage. 
Using this analysis, the Parties agree to adjust marketing spending and
sales coverage as needed to deliver desired sales volumes while managing
profitability.


(c)                                  Allocation of Marketing Expenses.  All
Product specific incremental Marketing Expenses (including samples and sample
fulfillment to both physicians and field sales reps as agreed by the Steering
Committee, but excluding any other matters specifically made the financial
responsibility of one Party or the other under this Agreement) shall be paid for 40% by
Primus and 60% by CollaGenex.  Pre-existing
expenses of either Party that are not specific to the generation of
prescriptions for the Products, such as expenses related to specific
foundations and sponsorships not directly associated with the Products and the
acquisition of non-Product 



 2
 









                                                specific market
data from IMS, Verispan or an industry standard commercially available data
base approved by the Steering Committee, shall not be considered to be
allocable marketing expenses.


(d)                                 Manner of Payment of Marketing Expenses. 
Each Party shall inform the Steering Committee quarterly of the
marketing expenses it has incurred during the preceding quarter, and the
Steering Committee shall calculate an appropriate adjustment to be applied to
the next payment of Regular Consideration to the extent necessary to effect the
40/60 split referenced above.


3.             Term of Agreement.  The
Agreement is extended until December 31, 2008. 
Accordingly Section 7(a) is amended to read as follows:


(a)                                  Initial Term. 
This Agreement shall become effective on the Effective Date and unless
otherwise terminated or renewed pursuant to its terms, shall have an initial
term until December 31, 2008 (the “Initial Term”).


4.             Other Provisions.  All
other provisions of the Agreement shall remain in full force and effect.


This Extension and
Amendment is executed in original counterparts on the 30th day of October, 2006
by:


	
  CollaGenex Pharmaceuticals, Inc.

  	
   

  	
  Primus Pharmaceuticals, Inc.

  
	
   

  	
   

  	
   

  
	
  By:  /s/
  Andrew K.W. Powell

  	
   

  	
  By: /s/ J.D. Weir

  
	
   

  	
   

  	
   

  
	
  Title: Secretary

  	
   

  	
  Title: CEO

  



 



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