exv10w36






Exhibit 10.36




*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL
TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.









January 20, 2011




Maria Carell

CEO

Q-MED AB (publ)

Seminariegatan 21

SE-752 28 Uppsala, Sweden





	 	 	Re:  Expansion of Field to include Facial Augmentation




Dear Ms. Carell:



As you know, Medicis Pharmaceutical Corporation (“Medicis”) and Q-Med AB (“Q-Med”) are parties to
the Supply Agreement dated March 7, 2003 (the “Supply Agreement”) and HA North American Sales AB
(“HANA”) and Q-Med are parties to the Amended and Restated Intellectual Property License Agreement
dated March 6, 2003 (“License Agreement”). All capitalized terms not otherwise defined in this
letter agreement shall have the meaning set forth in the License Agreement or the Supply Agreement
as applicable.



Medicis is a Permitted Transferee under the License Agreement, and pursuant to Section 11(a) of the
License Agreement, HANA has exclusively sublicensed to Medicis the Licensed Rights in the Field in
the Territory pursuant to an Intellectual Property Sublicense Agreement between HANA and Medicis
(the “Sublicense Agreement”). Under the terms of the Sublicense Agreement, Medicis has agreed to
comply with the terms and conditions of the License Agreement to the same extent as if Medicis was
originally the licensee under the License Agreement.



Medicis desires to expand the license to the Licensed Rights in the Territory to include facial
augmentation, and Q-Med agrees to grant and hereby grants such expanded rights to Medicis, in
accordance with the following terms and conditions:




     1. Q-Med agrees that the definition of “Field” in the Supply Agreement is replaced in its
entirety by the following:




	 	 	““Field” shall mean any one or more of the following: dermatologic aesthetic enhancement,
facial augmentation and the aesthetic enhancement of the lips.”





     2. Q-Med hereby grants Medicis rights for facial augmentation that are otherwise consistent
with the rights previously granted to HANA under the License Agreement as if the Field in the
License Agreement and Sublicense Agreement were expanded to include facial augmentation.



7720 N.
Dobson Road, Scottsdale, AZ 85256

602-808-8800 Fax: 602-808-0822

www.medicis.com NYSE Symbol: MRX





 









 








Letter to Ms. Carell

Page 2 of 2




     3. In consideration for Q-Med agreeing to expand the definition of “Field” as described in
paragraph 1 above, Medicis agrees to pay Q-Med ***.



     4. Q-Med agrees that the rights granted to Medicis under this letter agreement may be assigned
to HANA (or any Permitted Transferee to which the License Agreement is assigned) at any time
without the written consent of Q-Med as long as HANA (or such Permitted Transferee) is a party to
the License Agreement at the time of such assignment. In the event such an assignment occurs, the
definition of “Field” in the License Agreement automatically shall be (a) deemed to include facial
augmentation and (b) replaced by the definition set forth in paragraph 1 of this letter agreement.


Except to the extent modified in this letter agreement, the Supply Agreement and the License
Agreement shall remain unchanged. This letter agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which together shall be deemed
one and the same instrument.



Medicis agrees to the terms of this letter agreement by its signature below, and HANA approves of
this letter agreement by its signature below. If Q-Med also agrees to the terms of this letter
agreement, please indicate so by signing and then return a copy of the letter to Medicis with your
signature.




	 	 	 	 	 
	 	Sincerely yours,



Medicis Pharmaceutical Corporation

 	 
	 	By:  	/s/ Richard D. Peterson
 	 
	 	 	Richard D. Peterson 	 
	 	 	Executive Vice President, CFO 	 



	 	 	 	 	 
	 	Approved by HANA as of the date set forth above:



HA North American Sales AB

 	 
	 	By:  	/s/ Mark A. Prygocki, Sr.
 	 
	 	 	Mark A. Prygocki, Sr. 	 



	 	 	 	 	 
	 	Agreed to this 27 day of January, 2011:



Q-MED AB

 	 
	 	By:  	/s/ Maria Carell
 	 
	 	 	Maria Carell, CEO