Exhibit
10.10


 


INTERCOMPANY
SERVICES AGREEMENT


 


PARTIES:


 


	Supplier:	Biofrontera
    AG including its wholly owned subsidiaries Biofrontera Pharma GmbH and Biofrontera Bioscience GmbH:
	 	Country
    of incorporation: Germany
	 	Company
    registration number: HRB 49717, HRB 57309 and HRB 49856 at the lower court of Cologne
	 	Address:
    Hemmelrather We 201, 51377 Leverkusen
	 	 
	Customer:	Biofrontera
    Inc.:
	 	Country
    of incorporation: Delaware, USA
	 	Address:
    201 Edgewater Drive, Suite 210, Wakefield, MA 01880, USA


 


AGREEMENT:


 


This
Agreement sets out the terms for the provision of the Services by the Supplier to the Customer with effect from the Start Date.


 


	1.	START
                                            DATE: 01 January 2016



 


	2.	END
                                            DATE: 31 December 2018



 


	3.	TERMINATION
                                            NOTICE PERIOD: Not less than 3 months to take effect as at the end of a Financial
                                            Year.



 


	4.	FINANCIAL
                                            YEAR: From the Start Date until 31 December 2016 and each successive period of 12 months.



 


	5.	THE
                                            SERVICES:



 


	5.1.	Description
                                            of Services: as further described in Annex 1



 


Cost
Key: Cost plus 6%


 


	6.	OWNER
                                            OF IP PRODUCED IN PERFORMING THE SERVICES {IP OWNER): The Supplier



 


	7.	FEES:
                                            The Fees for the Services will be calculated as the aggregate Cost incurred by the Supplier
                                            in providing (i) the relevant Services to Customer, and (ii) the same or similar services
                                            to other affililates of the Supplier, and:



 


		(a)	applying
                                            the mark-up referred to above under the heading “Cost key• for the relevant Services;
                                            and
		(b)	allocating
                                            to the Customer the relevant proportion of that overall cost as specified above under the
heading “Allocation key”.



 


Third
party costs specifically incurred on behalf of the Customer will be recharged at cost


 


	8.	PAYMENT:
                                            The Fees will be invoiced quarterly in arrears and paid within 60 days of the last day
                                            of the period to which the Fees relate. The Fees may be settled through the setting off intra-group
                                            accounts if the parties so agree.



 


Unless
otherwise agreed, all payments under this Agreement shall be made in US Dollars.


 




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	9.	INTEREST
                                            ON LATE PAYMENTS: Interest at the rate of 2% per annum above the LIBOR will accrue on
                                            any overdue amounts and will be compounded annually.



 


	10.	LIABILITY
                                            LIMITATION LEVEL: The liability of the Supplier to the Customer under or in connection
                                            with this Agreement will be limited to the amount of the Fees payable by that Customer in
                                            respect of the relevant Services.



 


	11.	SPECIAL
                                            TERMS: None



 


	12.	INCORPORATION
                                            OF STANDARD TERMS: This Agreement shall be deemed to incorporate the “Standard
                                            Terms for the Provision of lntercompany Services” attached.



 


	13.	ENTIRE
                                            AGREEMENT: This Agreement, together with the Standard Terms referred to above, constitutes
                                            the whole agreement in respect of the services referred to above.



 


SIGNATURES:


 


(1)
Signed for and on behalf of the SUPPLIER


 


	Signature:	 	 /s/
    Hermann Lubbert 
    	 	 /s/
    Thomas Schaffer 	 
	Full
    name of Signatory:	 	Hermann
    Lubbert 	 	Thomas
    Schaffer	 
	Position
    / Job title: 	 	CEO	 	CFO	 
	Date
    of actual signature:	 	 	 	 	 


 


(2)
Signed for and on behalf of the CUSTOMER


 


	Signature:	 /s/
    Monica Tamborini 
    	 
	Full
    name of Signatory:	Monica
    Tamborini 	 
	Position
    / job title:	COO	 
	Date
    of actual signature:	 	 


 




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STANDARD
TERMS AND CONDITIONS FOR THE PROVISION OF INTERCOMPANY SERVICES


 


	1.	INTERPRETATION



 


		1.1.	In
                                            these Standard Terms unless the context requires otherwise:



 


“Agreement”
means the agreement between the Supplier and the Customer comprising the Contract Schedule and these Standard Terms;


 


“Contract
Schedule” means a schedule signed by the Supplier and the Customer which incorporates these Standard Terms;


 


“Cost”
means the cost incurred by the Supplier In providing the Services,


 


		●	including
                                            without limitation: salaries relating to the personnel (apportioned to the amount of work
                                            dedicated wholly or mainly to the provision of the relevant Services), travelling expenses
                                            of such personnel, professional fees, depreciation charges and rent (in the event that a
                                            specific area or office is dedicated wholly or mainly to the provision of the relevant Services);
                                            and
		●	excluding
                                            Shareholder Costs, interest, penalties, income taxes, goodwill and other non- operating expenses;



 


“Intellectual
Property” includes any know-how, patents, database rights, design rights, trademarks or copyright, and any other intellectual property
rights existing anywhere in the world;


 


“Shareholder
Costs” means all costs relating to the provision of services for the benefit of the Customer’s parent undertaking(s), such
as group audit, shareholder relations and consolidations, and any other services from which the Customer does not derive a benefit; and


 


“VAT”
means value added tax.


 


		1.2.	Words
                                            and expressions defined m the relevant Contract Schedule have the same meanings ln these
                                            Standard Terms.
		1.3.	If
                                            there ls any conflict between the Contract Schedule and these Standard Terms, the terms of
                                            the Contract Schedule shall prevail.



 


	2.	THE
                                            SERVICES



 


		2.1.	The
                                            Supplier shall supply the Services to the Customer from the Start Date until the Agreement
                                            expires on the End Date (if applicable) or is terminated in accordance with clause 6.
		2.2.	The
                                            Supplier shall perform the Services with reasonable skill and care.
		2.3.	The
                                            Supplier shall maintain records of all work carried out in connection with the Services and
                                            shall supply these to the Customer upon reasonable request.



 


	3.	INTELLECTUAL
                                            PROPERTY



 


		3.1.	Where
                                            the Customer is shown in the Contract Schedule as the “IP Owner”:



 


		3.1.1.	the
                                            Supplier hereby assigns to the Customer the whole of the Supplier’s rights past, present
                                            and future in all Intellectual Property created in the course of performing the Services:
		3.1.2.	the
                                            Supplier shall use all reasonable endeavors to procure that all moral rights in that Intellectual
                                            Property are waived; and
		3.1.3.	the
                                            Supplier shall, at the Customer’s expense, execute such documents, and do such acts
                                            and things as the Customer may require to vest that Intellectual Property n the Customer.



 


		3.2.	Where
                                            the Supplier is shown in the Contract Schedule as the “IP Owner”:


 




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		3.2.1.	the
                                            Supplier will retain all rights in the Intellectual Property created in the course of performing
                                            the Services; and
		3.2.2.	the
                                            Supplier grants to the Customer a non-exclusive non-transferable license to use that Intellectual
                                            Property solely for Its own internal business purposes.



 


	4.	FEES
                                            AND PAYMENT



 


		4.1.	The
                                            Customer shall pay the Fees to the Supplier, ln accordance with the provisions of the relevant
                                            Contract Schedule and this clause 4.
		4.2.	Where
                                            an Allocation Key is specified in the Contract Schedule, then the relevant Cost shall be
                                            allocated as between the Customer and the other Customers of the Services or similar services
                                            pro rata to the average of the relevant measure during the relevant Financial Year.
		4.3.	The
                                            Fees are exclusive of VAT which (If applicable) shall be paid by the Customer to the Supplier
                                            in addition to the Fees.



 


	5.	LIABILITY



 


Where
permitted by law, the Supplier’s liability under or in connection with the Agreement shall be limited to the Liability Limitation
Level.


 


	6.	TERMINATION



 


		6.1.	Either
                                            party may terminate the Agreement by giving written notice to the other party being not less
                                            than the Termination Notice Period set out in the Contract Schedule.
		6.2.	Either
                                            party may terminate the Agreement with immediate effect by notice in writing to the other
                                            party (the “Defaulting Party”) in the following circumstances:



 


		6.2.1.	if
                                            the Defaulting Party materially breaches the Agreement and has not remedied the breach within
                                            60 days after written notice ls given to the Defaulting Party specifying the breach; or
		6.2.2.	if
                                            any order is made or resolution passed for the winding up of the Defaulting Party, an administrator
                                            or receiver is appointed, a winding-up order is made or if the Defaulting Party takes or
                                            suffers any similar or analogous action in consequence of debt.



 


	7.	CONSEQUENCES
                                            OF TERMINATION



 


Neither
party shall be required to pay any compensation to the other party in connection with the expiry or termination of the Agreement for
whatever reason. This does not affect the parties’ accrued rights and obligations as at the dale of expiry or termination.


 


	8.	DATA PROTECTION




 


The
parties shall at all times in the performance of the Agreement comply with all applicable laws concerning the protection of personal
data.


 


	9.	ENTIRE
                                            AGREEMENT



 


		9.1.	These
                                            Standard Terms and the Contract Schedule constitute the entire agreement of the parties and
                                            supersede all prior agreements and understandings between the parties in connection with
                                            its subject matter.
		9.2.	Any
                                            representation, warranty or undertaking implied by law or by custom is expressly excluded.
		9.3.	Nothing
                                            in the Agreement operates to exclude any liability for fraud.



 


	10.	APPLICABLE
                                            LAW AND JURISDICTION



 


The
Agreement shall be governed by the laws of Germany and shall be subject to the non-exclusive jurisdiction of the German courts.


 




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