Exhibit
10.8





Biofrontera,
Inc. 


Master
Contract Services Agreement

 


AMENDED
AND RESTATED MASTER CONTRACT SERVICES AGREEMENT


 


THIS
MASTER CONTRACT SERVICES AGREEMENT (together with any Statement(s) of Work, the “Agreement”) is made effective as of
the date described below in Section 9.5 by and between Biofrontera, Inc., a company with an office at 120 Presidential Way, Suite 330,
Woburn, MA 01801 (“COMPANY”) and Biofrontera AG, a German corporation with a principal office at Hemmelrather Weg 201, 51377
Leverkusen, together with its wholly owned subsidiaries Biofrontera Pharma GmbH, a German company with a principal office at Hemmelrather
Weg 201, 51377 Leverkusen, and Biofrontera Bioscience GmbH, a German company with a principal office at Hemmelrather Weg 201, 51377 Leverkusen
(collectively, the “Service Provider”). Throughout this Agreement, COMPANY and Service Provider may be referred to as a “Party”
or collectively as the “Parties.”


 


RECITALS


 


WHEREAS,
the Parties previously entered into a certain “Intercompany Services Agreement” dated January 2, 2016 by which Service Provider
agreed to provide certain services to COMPANY, and COMPANY agreed to pay certain fees in consideration of those services;


 


WHEREAS,
despite the expiration of the Intercompany Services Agreement on December 31, 2018, the Parties continued to acknowledge and abide by
the terms of the Intercompany Services Agreement beyond its expiration, and in doing do, expressed a mutual consent to extend the effective
life of the Intercompany Services Agreement indefinitely; 


 


WHEREAS,
the Parties have also engaged in a certain License and Supply Agreement dated October 1, 2016, as amended thereafter (most recently on
June 16, 2021) (collectively, the “LSA”), as well as a certain Quality Assurance Agreement effective November 1, 2016 (the
“QAA”); and


 


WHEREAS,
the Parties now, as of the Effective Date, wish to enter this Agreement as the sole agreement between the Parties regarding Service Provider’s
offering of services to COMPANY. 


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:


 


AGREEMENT


 


	1.	Agreement
    Structure.  From time to time, COMPANY may want the Service Provider to provide certain consulting, preclinical, laboratory
    and/or clinical research-related services (the “Services”).  This Agreement contains general terms and conditions
    under which COMPANY would engage the Service Provider and under which the Service Provider would provide Services.  COMPANY
    and the Service Provider must complete and execute a work order, project order or statement of work (“Statement of Work”)
    before any Services are provided.  Each Statement of Work will include, at a minimum, the information relating to the specific
    Services outlined in the sample Statement of Work attached as Appendix A.  However, neither COMPANY nor the Service Provider
    is obligated to execute any Statement of Work.  Once executed, a Statement of Work becomes part of this Agreement, although
    the terms in a Statement of Work will govern only Services described in that Statement of Work.  A Statement of Work may
    not change any term in this Agreement.  


 


	2.	About
    the Services. 


 


	 	2.1.	Provision
    of Services. The Service Provider agrees to provide all Services identified in any Statement of Work: (a) promptly; (b) at such
    times and at such places as COMPANY may reasonably request; (c) within the time period specified in the relevant Statement of Work,
    and 


 




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Contract Services Agreement

 


	 	 	(d) in accordance with the highest prevailing industry standards and practices for the performance of similar services.  For
    each Statement of Work, Service Provider will designate a “Project Leader” who will be available for frequent communications
    with COMPANY regarding the Services provided under that Statement of Work. COMPANY will designate a “Representative”
    who will be the point of contact for the Project Leader.
	 	 	 
	 	2.2.	Transfer
    of Obligations. As applicable, with regard to clinical Services performed hereunder, Service Provider will be responsible for
    the obligations transferred by COMPANY to Service Provider in Service Provider’s role as the designated contract research organization
    and as described in a document titled “The Transfer of Obligations of Client Under 21 CFR Subpart D,” which will be included
    in a Statement of Work where appropriate. Any transfer of obligations will be construed as a transfer of those obligations described
    therein in accordance with 21 CFR §312.52.
	 	 	 
	 	2.3.	Audits.
    After reasonable notice by COMPANY to Service Provider, Service Provider will allow COMPANY employees and representatives, and
    representatives of regulatory agencies, during normal business hours, to review Service Provider’s standard operating procedures
    and records, including financial records, pertaining to the Services and to inspect the facilities used to render the Services under
    the applicable Statement of Work.  In addition, the Project Leader and Representative and their designees shall participate
    in meetings to review performance of the Services and to coordinate such Services as necessary.  The Representative shall
    have access at reasonable times to observe the Services in progress or review any and all records generated as a result of Service
    Provider’s performance of the Services.
	 	 	 
	 	2.4.	Data
    Verification and Reports. Unless otherwise provided in the applicable Statement of Work, a copy of all raw data, databases and
    analytical reports of the data will be provided to COMPANY in a format mutually agreed upon by COMPANY and Service Provider.  At
    a minimum, a paper copy of the final work product will be provided along with electronic copies in an editable and non-editable (pdf)
    format.  Service Provider will verify the accuracy of the data contained in all databases and/or reports provided by it
    against the raw data and will attach a signed statement attesting to such verification to each database and/or report provided to
    COMPANY.  As per COMPANY’s requirements, Service Provider will ensure that the database format is compatible with
    relevant existing databases of COMPANY.
	 	 	 
	 	2.5.	Standard
    Operating Procedures.  Service Provider will, upon request and under confidentiality, supply copies to COMPANY of all
    standard operating procedures of Service Provider relevant to the Services under a Statement of Work.
	 	 	 
	 	2.6.	Regulatory
    Contacts. Unless specified otherwise in an SOW by which COMPANY delegates such responsibilities to Service Provider, COMPANY
    will be solely responsible for all contacts and communications with any regulatory authorities with respect to matters relating to
    any of the Services.  Unless required by applicable law or written agreement with COMPANY, Service Provider will have no
    contact or communication with any regulatory authority regarding any Services without the prior written consent of COMPANY, which
    consent will not be unreasonably withheld. Except when duly authorized to engage in such communications, Service Provider will notify
    COMPANY immediately, and in no event later than one (1) day, after Service Provider receives any contact or communication from any
    regulatory authority relating in any way to the Services and will provide COMPANY with copies of any such communication within one
    (1) day of receipt of such communication by Service Provider.  Service Provider will consult with COMPANY regarding the
    response to any inquiry or observation from any regulatory authority relating in any way to the Services and will allow


 




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Contract Services Agreement


 



	 	 	COMPANY at
    its discretion to control and/or participate in any further contacts or communications relating to the Services.  Service
    Provider will comply with all reasonable requests and comments by COMPANY with respect to all contacts and communications with any
    regulatory authority relating in any way to the Services.
	 	 	 
	 	 	Notwithstanding
    the forgoing in this Section 2.6, nothing in this Agreement shall be construed as prohibiting Service Provider from fulfilling its
    obligations under the LSA or Quality Assurance Agreements.
	 	 	 
	 	2.7.	Subcontracting.
    With COMPANY’s prior written consent, Service Provider may subcontract the performance of certain of its obligations under
    a specific Statement of Work to qualified third parties, provided that (a) Service Provider notifies COMPANY of the proposed subcontractor
    and identifies the specific Services to be performed by the subcontractor, (b) the subcontractor performs those Services in a manner
    consistent with the terms and conditions of this Agreement, and (c) Service Provider remains liable for the performance of the subcontractor.


 


	3.	Representations
    by Service Provider. The Service Provider makes the following representations and warranties and agrees to notify COMPANY immediately
    upon any future breach of these representations and warranties:


 


	 	3.1.	Organization
    of Service Provider. Service Provider is and will remain a corporation duly organized, validly existing and in good standing
    under the laws of its jurisdiction of organization.
	 	 	 
	 	3.2.	Enforceability
    of this Agreement. The execution and delivery of this Agreement has been authorized by all requisite corporate action. This Agreement
    is and will remain a valid and binding obligation of Service Provider, enforceable in accordance with its terms, subject to laws
    of general application relating to bankruptcy, insolvency and the relief of debtors.
	 	 	 
	 	3.3.	Absence
    of Other Contractual Restrictions. Service Provider is under no contractual or other obligation or restriction that is inconsistent
    with Service Provider’s execution or performance of this Agreement. Service Provider will not enter into any agreement, either
    written or oral, that would conflict with Service Provider’s responsibilities under a Statement of Work.
	 	 	 
	 	3.4.	Qualifications
    of Service Provider Personnel. Service Provider has, and will engage, employees, subcontractors and/or consultants (“Service
    Provider Personnel”) with the proper skill, training and experience to provide the Services.  Service Provider will
    be solely responsible for paying Service Provider Personnel and providing any employee or other benefits that they are owed. Before
    providing Services, all Service Provider Personnel must have agreed in writing to (a) confidentiality obligations consistent with
    the terms of this Agreement, and (b) assign and otherwise effectively vest in Service Provider any and all rights that such personnel
    might otherwise have in the results of their work.
	 	 	 
	 	3.5.	Legal
    Compliance. Service Provider will comply, in all material respects, with all federal and state laws, regulations and orders applicable
    to its operations, including but not limited to the federal anti-kickback statute, set forth at 42 U.S.C § 1320a-7b(b) (“Anti-Kickback
    Statute”), the federal “Stark Law,” set forth at 42 U.S.C § 1395nn, the Public Contracts Anti-Kickback Law,
    and §6002 of the Affordable Care Act of 2010 (the “Sunshine Act”) and other similar laws, with respect to the performance
    of its obligations under this Agreement. If specified in a Statement of Work, Services will be rendered in accordance
    with applicable Good Laboratory 


 




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Contract Services Agreement


 



	 	 	Practices (GLP) and/or Good Clinical Practices (GCP). In
    addition, Service Provider will comply with all reasonable and applicable COMPANY guidelines, such as standard operating procedures,
    that COMPANY provides in writing.
	 	 	 
	 	3.6.	Conflicts
    with Rights of Third Parties. The conduct and provision of the Services will not violate any patent, trade secret or other proprietary
    or intellectual property right of any third party.
	 	 	 
	 	3.7.	Absence
    of Debarment.


 


	 	(a)	Service
    Provider hereby represents, warrants, and certifies that it has not been and will not be debarred under Section 306 of the Federal
    Food, Drug and Cosmetic Act, 21 U.S.C §335a(a) or (b), or similar local law. In the event that Service Provider becomes debarred,
    Service Provider agrees to notify COMPANY immediately.
	 	 	 
	 	(b)	Service
    Provider hereby represents, warrants, and certifies that it has not and will not use in any capacity the services of any individual,
    corporation, partnership, or association (including without limitation any Service Provider Personnel) which has been debarred under
    Section 306 of the Federal Food, Drug and Cosmetic Act, 21 U.S.C §335a(a) or (b), or similar local law.  In the event
    that Service Provider becomes aware of or receives notice of the debarment of any individual, corporation, partnership, or association
    (including without limitation Service Provider Personnel) providing services to Service Provider, which relate to the Services being
    provided under this Agreement, Service Provider agrees to notify COMPANY immediately.


 


	4.	Compensation.
    As full consideration for the Services, COMPANY will pay Service Provider in accordance with the applicable Statement of Work.
    The compensation for Services rendered under each Statement of Work shall be based on the fee structure set forth in the Statement
    of Work.Service Provider will invoice COMPANY for all amounts due under a Statement of Work. All undisputed payments will be made
    by COMPANY within thirty (30) days of its receipt of an invoice. In the event that the Services provided under a Statement of Work
    do not meet the specifications agreed to by Service Provider and COMPANY, Service Provider will, at COMPANY’s option, either
    (a) reperform, at its cost, the Services which do not meet the specifications, or (b) refund to COMPANY all amounts paid by COMPANY
    to Service Provider in connection with those Services.
	 	 
	5.	Proprietary
    Rights.


 


	 	5.1.	Materials.
    All documentation, information, and biological, chemical or other materials (collectively, the “Materials”) controlled
    by either Party and furnished to the other Party (respectively, the “Disclosing Party” and the “Receiving Party”)
    and all associated intellectual property rights will remain the exclusive property of the Disclosing Party. The Receiving Party will
    use Materials provided by the Disclosing Party only as necessary to perform the Services. The Receiving Party agrees that it shall
    not use or evaluate such Materials or any portions thereof for any purpose other than to fulfill its obligations under this Agreement.  Without
    Disclosing Party’s express written consent first obtained, the Receiving Party agrees that it shall not have such Materials
    analyzed, or make the Materials available to third parties.
	 	 	 
	 	5.2.	Deliverables.
    Service Provider agrees to assign and hereby assigns to COMPANY all rights to information, data, documentation, reports, works of
    authorship, discoveries, improvements, inventions and other products arising from or made in the performance of the Services (the
    “Deliverables”). All work products resulting from the Services that are “Works Made for Hire” 


 




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Contract Services Agreement


 



	 	 	as defined
    in the U.S. Copyright Act and other copyrightable works will be deemed, upon creation, to be assigned to COMPANY. COMPANY will be
    free to use Deliverables for any and all purposes. Service Provider will retain ownership of any pre-existing products, materials,
    tools, methodologies, technologies or intellectual property rights of Service Provider embodied in the Deliverables or to any improvements
    made to these items as a result of rendering the Services (“Service Provider Technology”). Service Provider agrees not
    to incorporate any Service Provider Technology into Deliverables that would prevent COMPANY from using Deliverables for any and all
    purposes. In the event that Deliverables incorporate any Service Provider Technology, Service Provider will grant COMPANY a royalty-free,
    non-exclusive license to said Service Provider Technology for COMPANY’s use of Deliverables.
	 	 	 
	 	5.3.	Work
    at Third Party Facilities.   Service Provider will not transfer Materials or use any third-party facilities or COMPANY
    intellectual property in performing the Services without COMPANY’s prior written consent.
	 	 	 
	 	5.4.	Records;
    Records Storage. Service Provider will maintain all materials and all other data and documentation obtained or generated by Service
    Provider in the course of preparing for and providing Services hereunder, including all computerized records and files (the “Records”)
    in a secure area reasonably protected from fire, theft and destruction. These Records will be “Works Made for Hire” under
    United States copyright law and will remain the exclusive property of COMPANY.
	 	 	 
	 	5.5.	Record
    Retention. Upon written instruction of COMPANY, all Records will, at COMPANY’s option either be (a) delivered to COMPANY
    or to its designee in such form as is then currently in the possession of Service Provider, (b) retained by  Service Provider
    for a period of five (5) years, or as otherwise required under applicable law or regulation, or (c) disposed of, at the direction
    and written request of COMPANY, unless such Records are otherwise required to be stored or maintained by Service Provider as a matter
    of law or regulation.  In no event will Service Provider dispose of any such Records without first giving COMPANY sixty
    (60) days’ prior written notice of its intent to do so.  Service Provider may, however, retain copies of any Records
    as is reasonably necessary for regulatory or insurance purposes, subject to Service Provider’s obligation of confidentiality.
    
	 	 	 
	 	5.6.	Conformance
    with LSA.  For the avoidance of doubt, and consistent with Section 9.5 of this Agreement, nothing in this Section 5 shall
    be construed as superseding or otherwise impacting the Parties respective rights to intellectual property under the LSA, including
    but not limited to the “Pharma IP” as defined by Section 1.3 of the LSA. In the event of a conflict between this Section
    5 and any section of the LSA, the LSA shall prevail.


 


	6.	Confidential
    Information.


 


	 	6.1.	Definitions.
    The term “COMPANY Confidential Information” includes all non-public information that COMPANY considers confidential
    or proprietary, including the Materials and Deliverables, whether or not labeled “Confidential.”  However,
    the term “Confidential Information” does not include information that (a) is known to Service Provider at the Effective
    Date and is not subject to another confidentiality obligation to COMPANY as reasonably documented by its written records, (b) is
    publicly known at the Effective Date or later becomes publicly known under circumstances involving no breach of this Agreement,  (c)
    is lawfully and in good faith disclosed to Service Provider by a third party who is not subject to a confidentiality obligation to
    COMPANY, or (d) is independently developed by Service 


 




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Contract Services Agreement


 



	 	 	Provider without any reference to Confidential Information as reasonably documented
    by its written records.
	 	 	 
	 	 	The
    term “Service Provider Confidential Information” includes all non-public information that Service Provider considers
    confidential or proprietary, whether or not labeled “Confidential.”  However, the term “Confidential
    Information” does not include information that (a) is known to COMPANY at the Effective Date and is not subject to another
    confidentiality obligation to Service Provider as reasonably documented by its written records, (b) is publicly known at the Effective
    Date or later becomes publicly known under circumstances involving no breach of this Agreement,  (c) is lawfully and in
    good faith disclosed to COMPANY by a third party who is not subject to a confidentiality obligation to Service Provider, or (d) is
    independently developed by COMPANY without any reference to Confidential Information as reasonably documented by its written records.
	 	 	 
	 	 	The
    term “Confidential Information” shall collectively refer to COMPANY Confidential Information and Service Provider Confidential
    Information.
	 	 	 
	 	6.2.	Confidentiality
    Obligations.  Service Provider acknowledges that COMPANY is and will remain the sole owner of COMPANY Confidential
    Information.  Service Provider will take all commercially reasonable precautions to protect the confidentiality of COMPANY
    Confidential Information, and will not disclose any COMPANY Confidential Information except with COMPANY’s prior written consent
    and will use COMPANY Confidential Information only as necessary to perform the Services.  Service Provider may disclose
    COMPANY Confidential Information to Service Provider Personnel who need to know such COMPANY Confidential Information in order to
    provide the Services and who are obligated to protect the confidentiality of such COMPANY Confidential Information under terms at
    least as stringent as those set forth in this Section 6. If required by law, Service Provider may disclose COMPANY Confidential Information
    to a governmental authority, provided that reasonable advance notice is given to COMPANY and Service Provider reasonably cooperates
    with COMPANY to obtain confidentiality protection of such information.   
	 	 	 
	 	 	COMPANY
    acknowledges that Service Provider is and will remain the sole owner of Service Provider Confidential Information. COMPANY will take
    all commercially reasonable precautions to protect the confidentiality of Service Provider Confidential Information, and will not
    disclose any Service Provider Confidential Information except with Service Provider’s prior written consent. If required by
    law, COMPANY may disclose Service Provider Confidential Information to a governmental authority, provided that reasonable advance
    notice is given to Service Provider and COMPANY reasonably cooperates with Service Provider to obtain confidentiality protection
    of such information.   
	 	 	 
	 	6.3.	Irreparable
    Injury.  The Parties agree that money damages would not be a sufficient remedy for any breach of the confidentiality
    obligations hereunder and that, in addition to all other remedies, the aggrieved Party will be entitled to seek injunctive or other
    equitable relief as a remedy for any such breach. The breaching Party will notify other Party in writing immediately upon the occurrence
    of any unauthorized release of Confidential Information or other breach of the confidentiality obligations hereunder of which it
    is or becomes aware.


 


	7.	Indemnification
    and Insurance.


 


	 	7.1.	Indemnification
    by Service Provider. Service Provider agrees to indemnify COMPANY for any third party claims, including reasonable attorneys’
    fees for defending those claims, arising 


 




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Contract Services Agreement


 



	 	 	out of Service Provider’s (a) performance of the Services, (b) negligence or willful
    misconduct,  or (c) breach of this Agreement, except to the extent such claims result from COMPANY’s negligence, willful
    misconduct or breach of this Agreement. As a condition of this indemnification obligation, COMPANY must promptly notify Service Provider
    of a covered claim, must tender to Service Provider (and/or its insurer) full authority to defend or settle the claim, and must reasonably
    cooperate with the defense.  
	 	 	 
	 	7.2.	Indemnification
    by COMPANY.  COMPANY agrees to indemnify Service Provider for any third party claims, including reasonable attorneys’
    fees for defending those claims, arising out of (a) COMPANY’s use of the Deliverables, (b) COMPANY’s negligence or willful
    misconduct in connection with this Agreement or (c) COMPANY’s breach of this Agreement, except to the extent such claims result
    from Service Provider’s negligence, willful misconduct or breach of this Agreement.  As a condition of this indemnification
    obligation, Service Provider must promptly notify COMPANY of a covered claim, must tender to COMPANY (and/or its insurer) full authority
    to defend or settle the claim, and must reasonably cooperate with the defense.  
	 	 	 
	 	7.3.	Insurance.
    During the Term of the Agreement, Service Provider will maintain insurance coverage with financially sound and nationally reputable
    insurers against such losses and risks and in such amounts reasonably judged as being prudent and customary in the businesses in
    which Service Provider is engaged. Upon the request of COMPANY, Service Provider will provide COMPANY with a Certificate of Insurance
    evidencing such coverage and will providing thirty (30) days advance written notice to COMPANY of any material change or cancellation
    in coverage or limits.


 


	8.	Expiration
    and Termination.


 


	 	8.1.	Expiration.
    This Agreement will expire on the later of (a) three (3) years from the Effective Date or (b) the completion of all Services
    under the last Statement of Work executed by the parties prior to the second anniversary of the Effective Date. The Agreement may
    be extended by mutual agreement of the parties or earlier terminated in accordance with Section 8.2 or 8.3 below.
	 	 	 
	 	8.2.	Termination
    by COMPANY. Unless agreed upon otherwise in a SOW, COMPANY may immediately terminate this Agreement at any time upon written
    notice to Service Provider in the event of a breach of this Agreement by Service Provider which cannot be cured (e.g. breach
    of the confidentiality obligations). Further, COMPANY may terminate this Agreement or any Statement of Work at any time upon thirty
    (30) days’ prior written notice to Service Provider.
	 	 	 
	 	8.3.	Termination
    by Service Provider.  Unless agreed upon otherwise in a SOW, Service Provider may terminate this Agreement or any Statement
    of Work upon one hundred and twenty (120) days’ prior written notice to COMPANY if COMPANY breaches this Agreement or any Statement
    of Work and fails to cure the breach during the notice period.  Further, following the expiration of the initial three
    (3) year Term of this Agreement, Service Provider may terminate this Agreement or any Statement of Work at any time upon one hundred
    and twenty (120) days’ prior written notice to COMPANY.
	 	 	 
	 	8.4.	Effect
    of Termination or Expiration.  Upon termination or expiration of this Agreement, neither Service Provider nor COMPANY will
    have any further obligations under this Agreement, or in the case of termination or expiration of a Statement of Work, under that
    Statement of Work, except that:


 




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Contract Services Agreement


 



	 	(a)	Service
    Provider will terminate all Services in progress in an orderly manner as soon as practical and in accordance with a schedule agreed
    to by COMPANY, unless COMPANY specifies in the notice of termination that Services in progress should be completed;
	 	 	 
	 	(b)	Service
    Provider will deliver to COMPANY or, at COMPANY’s option, dispose of, any Materials in its possession or control and all Deliverables
    developed through termination or expiration,
	 	 	 
	 	(c)	COMPANY
    will pay Service Provider any monies due and owing Service Provider, up to the time of termination or expiration, for Services actually
    performed and all authorized expenses actually incurred (as specified in the applicable Statement of Work),
	 	 	 
	 	(d)	Service
    Provider will promptly refund any monies paid in advance by COMPANY for Services not rendered;
	 	 	 
	 	(e)	Service
    Provider will promptly return to COMPANY all Confidential Information and copies thereof provided to Service Provider under this
    Agreement or under any Statement of Work which has been terminated or has expired, except for one (1) copy which Service Provider
    may retain in its confidential files solely to monitor Service Provider’s surviving obligations of confidentiality; and
	 	 	 
	 	(f)	The
    terms, conditions and obligations under Sections 2.3, 2.6, 3, 5, 6, 7, 8.4 and 9 will survive any such termination or expiration.


 


	9.	Miscellaneous.


 


	 	9.1.	Independent
    Contractor.  All Services will be rendered by Service Provider as an independent contractor and this Agreement does not
    create an employer-employee relationship between COMPANY and Service Provider. Service Provider shall not in any way represent itself
    to be a partner or joint venturer of or with COMPANY.
	 	 	 
	 	9.2.	Publicity.
     Neither party may use the other party’s name in any form of advertising, promotion or publicity, including press
    releases, without the prior written consent of the other party. This term does not restrict a party’s ability to use the other
    party’s name in filings with the Securities and Exchange Commission, the Food and Drug Administration, any patent office, or
    other governmental or regulatory agencies, when required to do so.
	 	 	 
	 	9.3.	Notices.
    All notices required or permitted under this Agreement must be written and sent to the address or facsimile number identified in
    this Agreement or a subsequent notice.  All notices must be given (a) by personal delivery, with receipt acknowledged,
    (b) by facsimile followed by hard copy delivered by the methods under (c) or (d), (c) by prepaid certified or registered mail, return
    receipt requested, or (d) by prepaid recognized next business day delivery service. Notices will be effective upon receipt or as
    stated in the notice.  Notices to COMPANY must be marked “Attention: Corporate Counsel”. Notices to Service
    Provider must be marked “Attention: ________________”.
	 	 	 
	 	9.4.	Assignment.
    This Agreement may not be assigned by either Party without the prior written consent of the other Party, and any attempted assignment
    not in compliance with the foregoing


 




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	 	 	will be of no force or effect. No assignment will relieve either party of the performance of
    any accrued obligation that such party may then have under this Agreement.
	 	 	 
	 	9.5.	Effective
    Date.  This Agreement shall become effective upon the Company’s successful completion of an initial public offering
    pursuant to an effective Registration Statement on Form S-1 (the “Effective Date”). Upon the Effective Date, this Agreement
    shall supersede and replace all other existing agreements between the Parties related to the exchange of services, including but
    not limited to the Intercompany Services Agreement. For the avoidance of doubt, all such existing agreements, including the Intercompany
    Services Agreement, shall remain in full force and effect until the Effective Date.   
	 	 	 
	 	9.6.	Entire
    Agreement and Consistency with LSA and QAA.  This Agreement is intended to be consistent with the Parties obligations
    duly agreed to under the LSA and QAA. In the event that any terms within this Agreement i) conflicts with a term of the LSA or QAA,
    or ii) could be construed in any way as prohibiting COMPANY or Service Provider from meeting their obligations under the LSA or QAA,
    then the term of the LSA or QAA shall prevail.
	 	 	 
	 	 	With
    the exception of the LSA and QAA (as noted above), this Agreement constitutes the entire agreement of the parties with regard to
    its subject matter, and supersedes all previous written or oral representations, agreements and understandings between COMPANY and
    Service Provider.  In the event of any conflict, discrepancy, or inconsistency between this Agreement and any Statement of Work,
    the terms of this Agreement will control.
	 	 	 
	 	9.7.	Force
    Majuere.  Each party hereto shall be excused from performing its obligations under this Agreement if its performance
    is delayed or prevented by any event beyond such party’s reasonable control and without its fault or negligence, including,
    but not limited to, acts of God, acts of the public enemy, insurrections, riots, embargoes, labor disputes, including strikes, lockouts,
    job actions, or boycotts, fires, explosions or floods, provided that such performance shall be excused only to the extent of and
    during the reasonable continuance of the effect of such force majeure. Any time specified for completion or performance in the applicable
    work order, study order or statement of work falling due during or subsequent to the occurrence of any such events shall be automatically
    extended accordingly.
	 	 	 
	 	9.8.	No
    Modification. This Agreement and/or any Statement of Work may be changed only by a writing signed by authorized representatives
    of both parties.
	 	 	 
	 	9.9.	Severability;
    Reformation. Each and every provision set forth in this Agreement is independent and severable from the others, and no restriction
    will be rendered unenforceable by virtue of the fact that, for any reason, any other or others of them may be invalid or unenforceable
    in whole or in part.  If any provision of this Agreement is invalid or unenforceable for any reason whatsoever, that provision
    will be appropriately limited and reformed to the maximum extent provided by applicable law. If the scope of any restriction contained
    herein is too broad to permit enforcement to its full extent, then such restriction will be enforced to the maximum extent permitted
    by law so as to be judged reasonable and enforceable.
	 	 	 
	 	9.10.	Governing
    Law. This Agreement will be construed and interpreted and its performance governed by the laws of the Commonwealth of Massachusetts,
    without giving effect to the principles thereof relating to the conflict of laws and excluding the 1980 United Nations Convention
    on Contracts for the International Sale of Goods.


 




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	 	9.11.	Waiver.
    No waiver of any term, provision or condition of this Agreement (whether by conduct or otherwise) in any one or more instances
    will be deemed to be or construed as a further or continuing waiver of any such term, provision or condition of this Agreement.
	 	 	 
	 	9.12.	Counterparts.
     This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which
    together will constitute one and the same instrument.
	 	 	 
	 	9.13.	Headings.
    This Agreement contains headings only for convenience and the headings do not constitute or form a part of this Agreement, and
    should not be used in the construction of this Agreement.


 


[Remainder
of page intentionally left blank; Signature page follows]


 




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Biofrontera,
Inc. – Biofrontera AG


Master
Contract Services Agreement


 



IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective
Date.


 


	BIOFRONTERA, INC.	 	BIOFRONTERA, AG.
	 	 	 	 	 
	By:		 	By:	
	 	 	 	 	 
	Print Name:		 	Print Name:	
	 	 	 	 	 
	Title:		 	Title:	 
	 	 	 	 	 
	 	BIOFRONTERA
    BIOSCIENCE, GmbH.	 	 	BIOFRONTERA
    PHARMA, GmbH.
	 	 	 	 	 
	By:		 	By:	
	 	 	 	 	 
	Print Name:		 	Print Name:	
	 	 	 	 	 
	Title:		 	Title:	


 




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Biofrontera,
Inc. 


Master
Contract Services Agreement

 


APPENDIX
A


 


SAMPLE
STATEMENT OF WORK


 


THIS
STATEMENT OF WORK (the “Statement of Work”) is by and between Biofrontera, Inc. (“COMPANY”) and [SERVICE
PROVIDER NAME] (the “Service Provider”), and upon execution will be incorporated into the Master Contract Services
Agreement between COMPANY and Service Provider dated [EFFECTIVE DATE OF MASTER CONTRACT SERVICES AGREEMENT] (the “Agreement”).
Capitalized terms in this Statement of Work will have the same meaning as set forth in the Agreement.


 


COMPANY
hereby engages Service Provider to provide Services, as follows:


 


	1.	Services.
    Service Provider will render to COMPANY the following Services:
	 	 
	 	Describe
    specific Service to be provided including all Deliverables. 
	 	 
	 	Any
    Deliverables will be provided to COMPANY in a mutually agreeable format.
	 	 
	 	[Attach
    Transfer of Obligations document, if applicable.]
	 	 
	2.	Materials.  COMPANY
    will provide to Service Provider the following Materials for the Services:
	 	 
	 	Describe
    specific materials being provided by COMPANY
	 	 
	3.	Completion.
    The Services will be completed within INSERT TIME PERIOD.
	 	 
	4.	Service
    Provider Project Leader. Name and Title
	 	 
	5.	COMPANY
    Contact. Name and Title
	 	 
	6.	Compensation.
    The total compensation due Service Provider for Services under this Statement of Work is INSERT WRITTEN AMOUNT (numerical
    amount). Such compensation will be paid INSERT PAYMENT SCHEDULE. COMPANY and Service Provider
    must agree in advance of either party making any change in compensation. Service Provider will invoice COMPANY to the attention of
    INSERT NAME for Services rendered hereunder. Service Provider will invoice COMPANY for all amounts due under a Statement
    of Work. All undisputed payments will be made by COMPANY within thirty (30) days of its receipt of an invoice.


 


All
other terms and conditions of the Agreement will apply to this Statement of Work.


 


STATEMENT
OF WORK AGREED TO AND ACCEPTED BY:


 


	BIOFRONTERA, INC.	 	[SERVICE PROVIDER NAME]
	 	 	 	 	 
	By:	    	 	By:	
	 	 	 	 	 
	Print Name:		 	Print Name:	
	 	 	 	 	 
	Title:		 	Title:	
	 	 	 	 	 
	Date		 	Date:	


 




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