exhibit101.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      MALIBU
        PHARMA, INC.

    

    
      125
        TOWNPARK DRIVE, SUITE 300

    

    
      KENNESAW,
        GA 30144

    

    
      


    

    
      January
        21, 2007

    

    
      


    

    
      Mr.
        Frank
        Greico

    

    
      Auriga
        Laboratories, Inc.

    

    
      10635
        Santa Monica Blvd.

    

    
      Los
        Angeles, CA 90025

    

    
      


    

    
      Dear
        Mr.
        Greico,

    

    
      


    

    
      On
        December 12, 2007 (the "Transaction Date"), Malibu Pharma, Inc. ("Acquiree")
        entered into a Purchase Agreement (the "Purchase Agreement") with Auriga
        Laboratories, Inc. (the "Company") pursuant to which Acquiree acquired all
        right, title and interest in 100% of the issued and outstanding membership
        units
        (the "Units") of Stesso ("Stesso") in exchange for a promissory note from
        Acquiree in favor of the Company (the "Note") of even date therewith (the
        "Transaction"). It has come to the Acquiree's attention that the Company
        wishes
        to rescind the Transaction. Malibu is willing to rescind the Transaction
        by
        returning the Units to Auriga in exchange for a return to Malibu of the Note
        and
        the mutual covenants contained herein (the "Rescission").

    

    
      


    

    
      Now,
        therefore, in consideration of the mutual agreements herein, the receipt
        and
        sufficiency of which is hereby acknowledged, and in light of the recitals
        stated
        herein, the parties hereto agree as follows:

    

    
      


    

    
      1.           For
        the purposes of rescinding the Transaction and restoring the ownership of
        Stesso
        and the Units as such ownership existed and title was held prior to the
        Transaction Date, and in consideration for the return of the Note and the
        covenants provided herein. Acquiree hereby tenders the Units to the Company,
        and
        the Company hereby tenders the Note to the Acquiree. For the avoidance of
        doubt,
        it is the express intent of the parties hereto that the effect of the Rescission
        is to render the Transaction, the Purchase Agreement and the Note null, void
        and
        of no effect.

    

    
      


    

    
      2.           Both
        the Company and the Acquiree agree that the effective date of the Rescission
        shall be December 12, 2007.

    

    
      


    

    
      3.           The
        Company represents and warrants that as of the date hereof it is sole holder
        of
        the Note, it has not assigned the Note, it maintains all rights, preferences
        and
        privileges associated with the Note and that it has taken no action of any
        nature concerning the Note. The Acquiree represents and warrants that (i)
        as of
        the date hereof Stesso maintains the assets, rights, preferences and privileges
        that existed in Stesso on the date of the Transaction; (ii) other than filing
        FDA Form 2656 with the Food & Drug Administration ("FDA") notifying the FDA
        of the change of ownership and address of Stesso, Acquiree has taken no action
        of any nature concerning Stesso or its assets; (iii) between the Transaction
        Date and the date hereof, Acquiree has not caused Stesso to conduct any
        business; and (iv) to Acquiree's knowledge, between the Transaction Date
        and the
        date hereof, Stesso has not conducted any business.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      4.           The
        Company, its subsidiaries, officers, directors, managers, employees,
        shareholders, creditors, agents, heirs, representatives and any permitted
        successors, and assigns (each an "Company Releasing Party") hereby fully,
        finally, completely, and forever releases, discharges, acquits, and relinquishes
        the Acquiree, its officers, directors, shareholders and agents (the "Acquiree
        Released Parties") from and against all loss, cost, damage, claim, liability,
        or
        expense, including reasonable attorneys' fees and costs , in any way arising
        from or related to the Transaction or the Rescission. The Company (for and
        on
        behalf of each Company Releasing Party) hereby agrees (a) not to file any
        lawsuit or pursue any other action with respect to any of the foregoing matters
        and (b) to indemnify and hold harmless, jointly and severally, any and all
        of
        the Acquiree Released Parties from any and all injuries, harm, damages, costs,
        losses, expenses and/or liability, including reasonable attorneys' fees and
        court costs, as incurred and when incurred as a result of the filing of any
        such
        lawsuit or the pursuit of any other action with respect to any of the foregoing
        matters.

    

    
      


    

    
      5.           The
        Acquiree, its subsidiaries, officers, directors, managers, employees,
        shareholders, creditors, agents, heirs, representatives and any permitted
        successors, and assigns (each an "Acquiree Releasing Party") hereby fully,
        finally, completely, and forever releases, discharges, acquits, and relinquishes
        the Company, its officers, directors, shareholders and agents (the "Company
        Released Parties") from and against all loss, cost, damage, claim, liability,
        or
        expense, including reasonable attorneys' fees and costs, in any way arising
        from
        or related to the Transaction or the Rescission. The Acquiree (for and on
        behalf
        of each Acquiree Releasing Party) hereby agrees (a) not to file any lawsuit
        or
        other action with respect to any of the foregoing matters and (b) to indemnify
        and hold harmless, jointly and severally, any and all of the Company Released
        Parties from any and all injuries, harm, damages, costs, losses, expenses
        and/or
        liability, including reasonable attorneys' fees and court costs, incurred
        as a
        result of the filing of any such lawsuit or the pursuit of any other action
        with
        respect to any of the foregoing matters

    

    
      


    

    
      6.           The
        Company agrees to file FDA Form 2656 with the Food & Drug Administration
        indicating the change ownership and address status of Stesso, in accordance
        with
        the terms of this Rescission, within ten (10) days hereof.

    

    
      


    

    
      7.           Either
        party hereto shall have the right to terminate this letter agreement if the
        other party breaches any material term of this letter agreement and fails
        to
        cure such breach within five (5) days after written notice
        thereof.

    

    
      


    

    
      8.           Each
        covenant and representation of this letter agreement shall inure to the benefit
        of and be binding upon each of the parties, their personal representatives,
        assigns and other successors in interest.

    

    
      


    

    
      9.           In
        the event that either party must resort to legal action in order to enforce
        the
        provisions of this letter agreement or to defend such action, the prevailing
        party shall be entitled to receive reimbursement from the non-prevailing
        party
        for all reasonable attorney's fees and all other costs incurred in commencing
        or
        defending such action, or in enforcing this letter agreement, including but
        not
        limited to post judgment costs.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      10.           Both
        this letter agreement constitutes the entire agreement between the parties
        and
        supersedes all agreements, representations, warranties, statements, promises
        and
        undertakings, whether oral or written, with respect to the subject matter
        of
        this letter agreement. This letter agreement may be modified only by a written
        agreement signed by ail parties.

    

    
      


    

    
      11.           The
        Company and Acquiree have all necessary corporate power and authority to
        execute
        and deliver this Agreement and to perform their respective obligations hereunder
        and, to consummate the transactions contemplated hereby (including the
        Rescission). The execution and delivery of this Agreement and the consummation
        by both the Company and the Acquiree of the transactions contemplated hereby
        (including the Rescission) have been duly and validly authorized by all
        necessary corporate action on the part of both the Company and the Acquiree
        (including the approval by their respective Boards of Directors), and no
        other
        corporate proceedings on the part of either the Company or the Acquiree are
        necessary to authorize this Agreement or to consummate the transactions
        contemplated hereby. This Agreement has been duly and validly executed and
        delivered by both the Company and the Acquiree and, assuming the due
        authorization, execution and delivery thereof by the other parties hereto,
        constitutes the legal and binding obligation of both the Company and the
        Acquiree, enforceable against both the Company and the Acquiree in accordance
        with its terms.

    

    
      


    

    
      12.           This
        letter agreement shall be governed by and construed in accordance with the
        laws
        of the State of Delaware.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      [Missing
        Graphic Reference] 

      IN
        WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
        of the date first above written.

    

    
      


    

    
      


    

    
      	 	
              Very
                truly yours,

            
	 	
              MALIBU
                PHARMA, INC.

            
	 	 
	 	
              /s/
                (illegible)\

            
	 	
              Authorized
                Signatory

            


    

    
      


    

    
      


    

    
      	
              AGREED
                AND ACCEPTED:

            	 
	
              AURIGA
                LABORATORIES, INC.

            	 
	 	 
	 	 
	
              /s/
                Frank Grieco

            	 
	 	 
	
              Name:

            	
              Frank
                Grieco

            	 
	 	 
	
              Title:

            	
              C.F.O.