Unassociated Document


    

      Exhibit
10.01

      


      COMVITA
NEW ZEALAND LIMITED

       

      DERMA
SCIENCES, INC

       

      
        
          
            

          

        

        LICENCE
AGREEMENT

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AGREEMENT dated February 23,
2010

      


      PARTIES

       

      COMVITA NEW ZEALAND LIMITED,
of Paengaroa, New Zealand (“Comvita”)

       

      DERMA SCIENCES, INC, of
Princeton, New Jersey, United States of America (“Derma Sciences”)

       

      INTRODUCTION

       

      
        	
                A.

              	
                Comvita
      or its licensors are the owner of the Patent Rights, Know-How and Trade
      Marks.

              


      

       

      
        	
                B.

              	
                Comvita
      is willing to grant to Derma Sciences, and Derma Sciences is willing to
      accept, a licence under the Patent Rights, Know-How and Trade Marks, in
      accordance with the provisions of this
  Agreement.

              


      

      


      AGREEMENT

       

      
        	
                1.

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

       

      
        	
                1.1

              	
                Definitions:  In
      this Agreement, including the Introduction, unless the context otherwise
      requires, the following terms will have the following
      meanings:

              


      

       

      “Agreement” means this
agreement and the attached Schedules;

       

      “Business Day” means a day,
excluding Saturdays, Sundays, statutory public holidays or any day in the period
starting on 24 December and ending on 5 January, on which banks are open for
ordinary over-the-counter business in either Tauranga, New Zealand or New
Jersey, United States of America;

       

      “Commencement Date” means the
date of signing of this Agreement by both parties;

       

      “Confidentiality Agreement”
means the agreement entered into between the parties and entitled
“Confidentiality Agreement” and dated on or about the Commencement
Date;

       

      “Confidential Information”
means all information of any kind, whether in tangible or documentary form, and
whether marked or identified as being confidential, relating to the Disclosing
Party or its business affairs and includes information relating to any
of:

       

      
        	
                 
      

              	
                 (a)

              	
                the
      business operations, business strategies, marketing plans and technologies
      of the Disclosing Party; or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      terms of this Agreement;

              


      

       

      “Cost of Production” means the
cost of direct materials, direct labour and any other expenses directly related
(and fairly allocated based on actual value added or percentage contribution
(whichever is lower)) to the manufacturing cost of the relevant product, along
with a reasonable and systematic allocation of fixed and variable production
overheads;

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    1

                  

                


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Disclosing Party” means the
party to whom or to whose business affairs the Confidential Information
relates;

       

      “European Royalties” has the
meaning given to that term in clause 4.5(c);

       

      “First Commercial Sale” means
the initial Supply of a Licensed Product in exchange for cash or some equivalent
that can be assigned value for the purpose of determining Net Sales
Value;

       

      “Force Majeure” has the
meaning given to that term in clause 13.1;

       

      “Gel Sheet Products” means any
product the making, using or selling of which falls within the scope of
any of the claims of any of the patents and patent applications listed in
Schedule 1 under the
Comvita name and description “Manugel (Use of Honey in Medical
Dressings)”;

       

      “Honey Gel Products” means any
product the making, using or selling of which falls within the scope of any of
the claims of any of the patent applications listed in Schedule 1 under the
Comvita name and description “Honey Gel (A Medical Composition)”;

       

      “Improvement” means any
improvement, addition, modification, development or amendment to the Inventions
or any Licensed Product or OTC Product including, without limitation, patentable
inventions and unpatentable know-how;

       

      “Infringement” means
any:

       

      
        	
                 
      

              	
                 (a)

              	
                infringement
      or potential infringement of any Patent Rights;
  or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                improper
      or wrongful use or misappropriation of the Know-How or Trade
      Marks,

              


      

       

      in the
Territory;

       

      “Intellectual Property Rights”
means all industrial and intellectual property rights whether conferred
by statute, at common law or in equity, including, but not limited
to:

       

      
        	
                 
      

              	
                 (a)

              	
                all
      copyright and similar rights that may subsist in works or other subject
      matter;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                rights
      in relation to inventions (including all patents and patent
      applications);

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                trade
      secrets and know-how;

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                rights
      in relation to designs (whether
registrable);

              


      

       

      
        	
                 
      

              	
                 (e)

              	
                rights
      in relation to registered and unregistered trade
  marks;

              


      

       

      
        	
                 
      

              	
                 (f)

              	
                business
      names; and

              


      

       

      
        	
                 
      

              	
                 (g)

              	
                rights
      in relation to domain names;

              


      

       

      “Inventions” means the
inventions claimed in the Patents and Patent Applications;

       

      “Know-How” means:

       

      
        	
                 
      

              	
                 (a)

              	
                all
      information, knowledge, experience, formulae, data and designs comprising
      Research Results; and

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      2

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (b)

              	
                all
      other information, knowledge, experience, formulae, data and designs in
      the possession or control of Comvita relating directly to the Licensed
      Products or associated with the sourcing, supply or collection of Medical
      Honey;

              


      

       

      “Licensed Products”
means:

       

      
        	
                 
      

              	
                 (a)

              	
                the
      specific products listed in Schedule 3;
or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                products
      existing as of the Commencement Date or developed by the parties
      subsequent thereto (whether pursuant to the R&D Agreement or
      otherwise) that contain Medical Honey, and are used or useful in the
      treatment, mitigation or prevention of the following human diseases or the
      following conditions:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                dermal
      scar;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                acute
      and chronic wounds, irrespective of whether the wound is of partial or
      full thickness, including but not limited to diabetic ulcers, venous
      stasis ulcers, and decubitus
ulcers;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                skin
      injuries or lesions, including but not limited to cuts and
      abrasions;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      other  diseases or conditions affecting the skin;
    or

              


      

       

      
        	
                 
      

              	
                (v)

              	
                burns.

              


      

       

      Notwithstanding
anything to the contrary in paragraph (b) above, Licensed Products will not
include any products whose primary purpose is either toiletry, cosmetic or
beauty-related, or that have a veterinary, ophthalmic, digestive health, or
non-dermal ear, nose or throat application;

       

      “Lower Royalty” has the
meaning given to that term in clause 6.2(b);

       

      “Manufacturing Agreement”
means the agreement entered into between the parties and entitled
“Manufacturing Agreement” and dated on or about the Commencement
Date;

       

      “Medical Honey” means honey
being to the specifications set out in Schedule 4, or such other specifications
as the parties may agree in writing;

       

      “Medical Honey Supply Agreement”
means the agreement entered into between the parties and entitled
“Medical Honey Supply Agreement” and dated on or about the Commencement
Date;

       

      “Minimum European Royalties”
has the meaning given to that term in clause 4.6(a);

       

      “Minimum Royalty” means, in
respect of each calendar year of the Term, the minimum royalty as specified in
Schedule 6;

       

      “Net Sales Value”
means:

       

      
        	
                 
      

              	
                 (a)

              	
                the
      gross invoiced price of Licensed Products Supplied by Derma Sciences to
      independent third parties in arm’s length transactions and exclusively for
      money; or

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      3

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (b)

              	
                where
      Derma Sciences Supplies such Licensed Products other than according to
      paragraph (a), the price that would have been paid had Derma Sciences
      Supplied the Licensed Products in accordance with paragraph
      (a),

              


      

       

      as the
case may be, but in either case after deduction of:

       

      
        	
                 
      

              	
                 (c)

              	
                normal
      and reasonable trade discounts and credits actually granted to
      unaffiliated third parties in respect of such Licensed Products;
      and

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                provided
      Derma Sciences charges the amounts separately on the relevant
      invoice:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      costs of transportation, insurance, carriage and freight charged by
      unaffiliated third parties;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      goods and services, value added or sales taxes;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      import duties or similar applicable government
  levies;

              


      

       

      “Non-Severable Improvements”
means Improvements that fall within the scope of a claim of any of the
Patent Rights;

       

      “Notice” has the meaning given
to that term in clause 13.7(a);

       

      “OTC Products”
means:

       

      
        	
                 
      

              	
                 (a)

              	
                the
      products listed in Schedule 5; and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                such
      other products containing Medical Honey that Comvita believes are suitable
      for sale in an OTC Store;

              


      

       

      “OTC Store”:

       

      
        	
                 
      

              	
                 (a)

              	
                means
      any retail outlet or website where an end customer could purchase products
      containing Medical Honey without the need for a prescription or an order
      by a clinician or physician; but

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                excludes
      any part of such retail outlet or website where an end customer could
      purchase products containing Medical Honey with a prescription or an order
      by a clinician or physician;

              


      

       

      “Patent Rights” means:

       

      
        	
                 
      

              	
                 (a)

              	
                the
      Patents and Patent Applications, together
with:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                all
      divisions and continuations of the Patents and Patent
      Applications;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      patents issuing from such Patents and Patent Applications, divisions and
      continuations; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      reissues, re-examinations and extensions of all such
    patents;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                to
      the extent that the following contain one or more claims directed to the
      Inventions:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                continuations-in-part
      of the patents and patent applications referred to in paragraph (a)
      above;

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      4

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      divisions and continuations of such
  continuations-in-part;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                all
      patents issuing from such continuations-in-part, divisions and
      continuations; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      reissues, re-examinations, and extensions of all such patents;
      and

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                to
      the extent the following contain one or more claims directed to the
      Inventions, all equivalent patent applications and patents in the
      Territory, irrespective of whether or not such equivalent patent
      applications or patents derive priority from the patent applications and
      patents referred to in paragraphs (a) and (b)
  above;

              


      

       

      “Patents and Patent
Applications” means:

       

      
        	
                 
      

              	
                 (a)

              	
                the
      patents and patent applications listed in Schedule 1;
  and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                any
      other patents and patent applications owned by or exclusively licensed to
      Comvita at any time during the Term and that claim any Licensed
      Product;

              


      

       

      “R&D Agreement” means the
agreement entered into between the parties and entitled “Collaborative Research
and Development Agreement” and dated on or about the Commencement
Date;

       

      “Reporting Period” means each
successive calendar quarter or portion of a calendar quarter as from the
Commencement Date;

       

      “Research Results” means all
results, outcomes, conclusions, products, discoveries, inventions, reports,
records, data, materials, research processes, research protocols, lab books,
associated documents and research notes, memoranda and other writings and
drawings, created, discovered, invented, reduced to practice or developed during
or as a result of the research and development under the R&D
Agreement;

       

      “Recipient” means the party
receiving Confidential Information under this Agreement;

       

      “Restraint Agreement” means
the agreement entered into between the parties and entitled “Restraint
Agreement” and dated on or about the Commencement Date;

       

      “Severable Improvements” means
Improvements that do not fall within the scope of a claim of any of the Patent
Rights;

       

      “Supply” means
to sell, lend, let out for hire, lease, gift or otherwise dispose
of;

       

      “Term” means the term of this
Agreement as specified in clause 11.1;

       

      “Territory” means the
world;

       

      “Third Party Infringement
Claim” means a:

       

      
        	
                 
      

              	
                 (a)

              	
                warning
      letter or notice of infringement that is received by a party;
      or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                legal
      suit or other action that is brought against a
  party,

              


      

       

      alleging
that the manufacture, importation, distribution, promotion, use or Supply of any
Licensed Product or use of any of the Patent Rights, Know-How or Trade Marks in
the Territory, infringes a third party’s rights; and

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      5

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Trade Marks” means the trade
marks (together with any applications or registration for those trade marks)
described in Schedule 2.

       

      
        	
                1.2

              	
                Interpretation:  In
      this Agreement:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                headings
      are used for convenience only and will not affect its
      interpretation;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                references
      to the singular include the plural and vice
  versa;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                references
      to a party include that party’s successors, executors, administrators and
      permitted assignees (as the case may
be);

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                references
      to clauses and Schedules are to those clauses and Schedules in this
      Agreement;

              


      

       

      
        	
                 
      

              	
                 (e)

              	
                where
      a word or phrase is defined, its other grammatical forms have a
      corresponding meaning;

              


      

       

      
        	
                 
      

              	
                 (f)

              	
                references
      to a gender includes all genders;

              


      

       

      
        	
                 
      

              	
                 (g)

              	
                references
      to the grant of “exclusive” rights will mean that the person granting the
      rights will neither grant the same rights to any other person, nor itself
      exercise those rights directly;

              


      

       

      
        	
                 
      

              	
                 (h)

              	
                references
      to the grant of “non-exclusive” rights will mean that the person granting
      the rights may grant the same rights to any other person, or itself
      exercise those rights directly;

              


      

       

      
        	
                 
      

              	
                 (i)

              	
                references
      to a “person” include:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                an
      individual, firm, company, corporation or unincorporated body of
      persons;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      public, territorial or regional
authority;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any
      government; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      agency of any government or authority;
and

              


      

       

      
        	
                 
      

              	
                 (j)

              	
                any
      obligation not to do anything includes an obligation not to suffer, permit
      or cause that thing to be done.

              


      

       

      
        	
                2.

              	
                GRANT

              


      

       

      
        	
                2.1

              	
                Grant of
      licences:  Comvita grants to Derma Sciences for the Term,
      subject to the provisions of this
Agreement:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                an
      exclusive licence in the Territory under the Patent Rights and to use the
      Know-How, to make, use, import, offer to Supply and Supply Licensed
      Products that are not also OTC
Products;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                a
      non-exclusive licence in the Territory under the Patent Rights and to use
      the Know-How:

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      6

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (i)

              	
                to
      make, use, import, offer to Supply and Supply Licensed Products that are
      also OTC Products; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      make and Supply to Comvita OTC Products strictly in accordance with the
      Manufacturing Agreement;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                an
      exclusive licence in the Territory to use the Trade Marks solely in
      connection with the distribution, promotion and Supply of Licensed
      Products that are not also OTC Products;
and

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                a
      non-exclusive licence in the Territory to use the Trade Marks in
      connection with the distribution, promotion and Supply of Licensed
      Products that are also OTC Products, provided that Comvita may only use
      the Trade Marks and license third parties to use the Trade Marks on or in
      relation to OTC Products that are sold in OTC
  Stores.

              


      

       

      
        	
                2.2

              	
                Acceptance of
      licences:  Derma Sciences accepts the licences granted
      under clause 2.1.

              


      

       

      
        	
                2.3

              	
                Meaning of
      “licence”:  For the purposes of this Agreement,
      references to the word “licence” will mean “licence or sub-licence” (as
      the case may be depending on whether Comvita is the owner or licensee of
      the Intellectual Property Rights in
question).

              


      

       

      
        	
                2.4

              	
                No other
      licences:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences acknowledges and agrees that Comvita grants no licences to Derma
      Sciences other than the licences expressly granted under clause
      2.1.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                For
      the avoidance of doubt, no rights or licences are granted by Comvita to
      Derma Sciences under this
Agreement:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                under
      any Intellectual Property Rights owned by or licensed to Comvita, other
      than the Patent Rights, Know-How and Trade Marks;
  or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                to
      make, use, import, offer to Supply or Supply any products other than the
      Licensed Products, except as permitted under the Manufacturing
      Agreement.

              


      

       

      
        	
                2.5

              	
                Licensed
      Products:  The Licensed Products that Derma Sciences may
      make, use, import, offer to Supply and Supply under this Agreement as at
      the Commencement Date are listed in Schedule 3.  Further
      products may be developed or created during the Term that will become
      Licensed Products, provided they meet the definition of Licensed
      Products.

              


      

       

      
        	
                2.6

              	
                Derma Sciences not to Supply to
      OTC Stores:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences will not offer to Supply or Supply any Licensed Products to OTC
      Stores unless it has first obtained the written consent of Comvita, which
      consent may be granted on such terms as Comvita believes are
      appropriate.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Derma
      Sciences acknowledges and agrees that Comvita and its affiliates are
      entitled to make, use and sell OTC Products that are also Licensed
      Products, provided that such OTC Products are sold exclusively in OTC
      Stores.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                The
      parties acknowledge that although Derma Sciences will not sell directly to
      OTC Stores, it is possible that Derma Sciences may Supply Licensed
      Products to third parties that are then resold into OTC
      Stores.  Where practical, Derma Sciences will use commercially
      reasonable efforts to include in its agreements with its customers a
      prohibition on selling the Licensed Products to OTC Stores and will
      otherwise advise its customers that the Licensed Products are not to be
      sold to OTC Stores.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      7

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (d)

              	
                If
      either Comvita or Derma Sciences discovers that Licensed Products
      manufactured by Derma Sciences are being sold in an OTC Store, then Derma
      Sciences will use all commercially reasonable means to investigate the
      source of such Supply and upon discovering the origin
  will:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                notify
      its customer responsible for such Supply and request that it cease and
      desist from Supplying the Licensed Products to OTC Stores or any person
      who is on-selling such products to OTC Stores;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      the customer does not confirm that it will comply with such request within
      ten days of such notice, cease all sales of Licensed Products to such
      customer until such time as the customer agrees to comply with such
      request.

              


      

       

      
        	
                2.7

              	
                Comvita Supply
      limitations:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Comvita
      may Supply Licensed Products that are also OTC Products (and license third
      parties to Supply such Licensed Products) only to OTC
      Stores.  Comvita will not offer to Supply or Supply any OTC
      Products that are also Licensed Products to non-OTC Stores unless it has
      first obtained the written consent of Derma Sciences, which consent may be
      granted on such terms as Derma Sciences believes are
      appropriate.  For the avoidance of doubt, Comvita may sell OTC
      Products that are not also Licensed Products to non-OTC
      Stores.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                The
      parties acknowledge that although Comvita will not sell OTC Products that
      are also Licensed Products directly to non-OTC Stores, it is possible that
      Comvita may Supply such OTC Products to third parties that are then resold
      into non-OTC Stores.  Where practical, Comvita will use
      commercially reasonable efforts to include in its agreements with its
      customers a prohibition on selling such OTC Products to non-OTC Stores and
      will otherwise advise its customers that such OTC Products are not to be
      sold to non-OTC Stores.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                If
      either Derma Sciences or Comvita discovers that OTC Products that are also
      Licensed Products are being sold in a non-OTC Store, then Comvita will use
      all commercially reasonable means to investigate the source of such Supply
      and upon discovering the origin
will:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                notify
      Comvita’s customer responsible for such Supply and request that it cease
      and desist from Supplying such OTC Products to non-OTC Stores or any
      person who is on-selling such products to non-OTC Stores;
    and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      the customer does not confirm that it will comply with such request within
      ten days of such notice, cease all sales of such OTC Products to such
      customer until such time as the customer agrees to comply with such
      request.

              


      

       

      
        	
                2.8

              	
                Sub-licensing:  Derma
      Sciences may grant sub-licences of the rights granted to Derma Sciences
      under this Agreement only in accordance with the following
      provisions:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences must obtain the prior written consent of Comvita to the grant of
      any sub-licence;

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      8

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (b)

              	
                no
      sub-licence will be granted except to the extent necessary to Supply Derma
      Sciences exclusively with Licensed Products or OTC Products manufactured
      by such sub-licensee;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                every
      sub-licence must:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                be
      in a form approved by Comvita in
writing;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                impose
      obligations on the sub-licensee that are equivalent to the obligations of
      Derma Sciences under this
Agreement;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                prohibit
      any right to sub-sub-license, or to assign any of the rights granted under
      the sub-licence, without Comvita’s written consent;
  and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                terminate
      automatically on the termination or expiration of this Agreement for any
      reason, subject to clause 11.8(e);

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                within
      14 days following the grant of any sub-licence, Derma Sciences will
      provide to Comvita a true and complete copy of the document recording the
      terms of such sub-licence; and

              


      

       

      
        	
                 
      

              	
                 (e)

              	
                Derma
      Sciences will be responsible under this Agreement for all acts and
      omissions of its sub-licensees as if such acts or omissions were those of
      Derma Sciences.  Derma Sciences will defend, indemnify, keep
      indemnified and hold harmless Comvita against any and all losses, damages,
      costs, claims or expenses awarded against or suffered by Comvita as a
      result of any such acts or
omissions.

              


      

       

      Any
purported grant of sub-licence other than in accordance with this clause 2.8
will be ineffective and will be regarded as a material breach by Derma Sciences
of this Agreement.

       

      
        	
                2.9

              	
                Formal
      licences:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                If
      requested by Derma Sciences, Comvita will sign all formal documents
      reasonably necessary or appropriate to enable registration of the licences
      under clause 2.1, with intellectual property offices and other relevant
      authorities within the Territory.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Derma
      Sciences will pay all costs of preparing and registering any documents
      required under clause 2.9(a). Derma Sciences will also pay all legal costs
      incurred by Comvita in connection with such
  documents.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                Comvita
      will not be required to sign any document under clause 2.9(a) if such
      document imposes a liability or responsibility on Comvita in addition to
      those liabilities and responsibilities of Comvita under this
      Agreement.

              


      

       

      
        	
                2.10

              	
                Disclosure of
      Agreement:  If any registration or application for
      registration by Derma Sciences under clause 2.9 would require the
      disclosure of a copy of this Agreement to any authority within the
      Territory, Derma Sciences will at its own
cost:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                notify
      Comvita of the requirement;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                take
      all steps reasonably requested by Comvita to maintain the confidentiality
      of this Agreement, including (if required by Comvita and permitted by the
      relevant authority) by filing a redacted or abridged version of this
      Agreement with the authority; and

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      9

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (c)

              	
                take
      all steps reasonably available to it to ensure the relevant authority does
      not make public the terms and conditions of this
  Agreement.

              


      

       

      
        	
                2.11

              	
                Medical
      Honey:  Derma Sciences will ensure that all honey used in
      the manufacture of the Licensed Products is Medical Honey supplied
      by:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Comvita;
      or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                such
      other party as may be permitted under the Medical Honey Supply
      Agreement.

              


      

       

      
        	
                2.12

              	
                Medical Honey Supply
      Agreement:  If:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences fails to agree to an extension of the five year restriction under
      clause 2.2 of the Medical Honey Supply Agreement for any further period;
      or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      Medical Honey Supply Agreement is terminated by Comvita pursuant to clause
      10.2 of the Medical Honey Supply
Agreement,

              


      

       

      Comvita
may by written notice to Derma Sciences elect to either:

       

      
        	
                 
      

              	
                 (c)

              	
                convert
      the rights granted under clauses 2.1(a) and (c) to non-exclusive rights;
      or

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                terminate
      this Agreement with immediate effect by giving written notice to Derma
      Sciences.

              


      

       

      
        	
                3.

              	
                KNOW-HOW

              


      

       

      
        	
                3.1

              	
                Supply of
      Know-How:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Comvita,
      under the Comvita Licensing, Manufacturing and Sales Agreement signed
      between the parties dated 13 February 2006, provided all Know-How in
      Comvita’s possession or under its control which it deemed reasonably
      necessary or desirable to enable Derma Sciences to manufacture,
      distribute, promote, use and Supply in the Territory all Licensed Products
      in existence as at the Commencement
Date.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Comvita
      has continued to provide Derma Sciences with all Know-How developed since
      13 February 2006 and will continue to provide to Derma Sciences at the
      relevant time all relevant Know-How in Comvita’s possession, or under
      Comvita’s control, reasonably necessary or desirable to manufacture,
      distribute, promote, use and Supply any Licensed Product that comes into
      existence after the Commencement
Date.

              


      

       

      
        	
                3.2

              	
                Confidentiality of
      Know-How:  Derma Sciences agrees that for so long as any
      substantial part of the Know-How remains subject to the obligations of
      confidence under the Confidentiality Agreement, it will not use that
      Know-How for any purpose except as expressly licensed under this
      Agreement.

              


      

       

      
        	
                4.

              	
                COMMERCIALISATION

              


      

       

      
        	
                4.1

              	
                Promote and expand
      Supply:  Derma Sciences will use commercially reasonable
      endeavours to promote and expand the Supply of the Licensed Products to
      the maximum extent throughout the Territory, and will keep full and
      accurate records of all aspects of its commercialisation of the Licensed
      Products.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      10

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.2

              	
                Reporting:  Without
      limiting Derma Sciences’ obligations under clause 4.1, Derma Sciences
      will, within 30 days following the end of each Reporting Period (which may
      be by email), provide to Comvita an updated, written progress report
      summarising:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                the
      activities taken by Derma Sciences during that Reporting Period to market
      the Licensed Products in the Territory;
and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                any
      other developments of note in relation to the Licensed Products, or the
      market for the Licensed Products.

              


      

       

      Comvita’s
receipt or approval of any such plan will not be taken to waive or qualify Derma
Sciences’ obligations under clause 4.1.

       

      
        	
                4.3

              	
                Marketing
      plans:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences will promote the Licensed Products in the Territory in accordance
      with a marketing plan to be proposed by Derma Sciences annually and
      reviewed by Comvita.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                The
      proposed marketing plan for the period ending on 31 December 2010 will be
      provided by Derma Sciences to Comvita within five Business Days following
      the Commencement Date.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                Marketing
      plans for subsequent 12 month periods will be provided by Derma Sciences
      to Comvita by no later than 60 days following the beginning of the
      relevant 12 month period covered by the marketing
  plan.

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                The
      parties will endeavour to mutually agree on all the terms of the marketing
      plans, but Derma Sciences will make all final
  decisions.

              


      

       

      
        	
                4.4

              	
                Transfer customer
      details:  Comvita will following the Commencement
      Date:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                transfer,
      assign or provide (as the case may be) to Derma Sciences its and its
      related companies’ existing customer lists and agreements relating to any
      Licensed Products, including in particular
by:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                arranging
      for its affiliate Medihoney Europe Limited to enter into an assignment
      agreement with Derma Sciences in respect of the distribution agreements
      with ApoFit Arzneimittelvertrieb GMBH (Germany) and Sorbion Mayrhofer GMBH
      (Austria), on terms to be agreed;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                arranging
      for its affiliate Comvita HK Limited to enter into an assignment agreement
      with Derma Sciences in respect of the distribution agreement with Adaltis
      Healthcare (H.K) Limited (Hong Kong), on terms to be agreed;
      and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                use
      commercially reasonable efforts to assist Derma Sciences in transitioning
      to Derma Sciences on terms to be agreed the existing customers of Comvita
      and its related companies in the Territory who purchase Licensed
      Products.

              


      

       

      
        	
                4.5

              	
                European
      Union:  With respect to the European Union, Derma
      Sciences will:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                by
      no later than 1 April 2010 appoint a manager for the European Union who
      will be responsible for ensuring the promotion and expansion of the Supply
      of the Licensed Products in the European
Union;

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      11

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (b)

              	
                ensure
      that at least [*]% of the total royalties payable under clause 6.1 for all
      Supplies of the Licensed Products during the calendar year 2010 are
      generated from the Supply of the Licensed Products in the European Union
      (“European
Royalties”);  and

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                for
      Supplies during the five succeeding years following the calendar year
      2010, increase European Royalties  by [*]% per annum per year
      (e.g., if European Royalties for 2010 are $[*] then the minimum European
      Royalties for 2011 will be $[*], and for 2012 will be
    $[*]).

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                Solely
      for determining compliance with clause 4.5(b) and for establishing the
      base European Royalties for clause 4.5(c), the 2010 European Royalties
      shall determined as follows: Derma Sciences’ total European sales for 2010
      shall be divided by the number of days that Derma Sciences was selling for
      its account in Europe. The resulting sum shall be multiplied by 365 and
      then multiplied by the applicable royalty percentage under clause 6.1.
      Notwithstanding the above, the royalties payable by Derma shall be
      calculated based on actual sales.

              


      

       

      
        	
                4.6

              	
                Minimum European
      Royalties:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                If
      the European Royalties payable for any calendar year are less than the
      minimum European Royalties payable for that calendar year under clauses
      4.5(b) or 4.5(c) (“Minimum European Royalties”),
  then:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Derma
      Sciences may, at its sole option, pay to Comvita the amount by which the
      European Royalties for that calendar year are less than the relevant
      Minimum European Royalties;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Derma
      Sciences will pay such amount within 30 days following the end of the
      relevant calendar year; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                upon
      making such payment Derma Sciences will be deemed to have achieved its
      obligation for that calendar year.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                If:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Derma
      Sciences fails to comply with clause 4.5(a) by the due date;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      European Royalties payable for any calendar year are less than the Minimum
      European Royalties for that calendar year, and Derma Sciences does not
      meet its obligation for that calendar year by making a payment under
      clause 4.6(a)(i) by the due date,

              


      

       

      then
Comvita may with immediate effect on giving written notice to that effect to
Derma Sciences either:

       

      
        	
                 
      

              	
                (iii)

              	
                convert
      the rights granted under clauses 2.1(a) and (c) in respect of the European
      Union to non-exclusive rights; or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                terminate
      all rights granted under this Agreement in respect of the European Union,
      and with effect from the date of such termination the definition of
      “Territory” will be deemed to exclude the European
  Union.

              


      

       

      [*]
Redacted pursuant to a request for confidential treatment submitted to the
SEC.

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      12

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.7

              	
                Commercial
      launch:  Derma Sciences agrees that if, by the dates set
      forth in and for the countries specified in clause 4.8, it has not
      achieved the bona fide commercial launch of the Licensed Products (for
      reasons other than failure to obtain any relevant regulatory approval
      despite reasonable commercial efforts to do so), such commercial launch to
      be evidenced by:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                the
      development of a formal bona fide marketing plan, including the
      appointment of one or more bona fide distributors for the Licensed
      Products; and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      achievement of the First Commercial Sale of a Licensed Product in such
      country,

              


      

       

      then
Comvita may with immediate effect on giving written notice to that effect to
Derma Sciences either:

       

      
        	
                 
      

              	
                 (c)

              	
                convert
      the rights granted under clauses 2.1(a) and (c) in respect of that country
      to non-exclusive rights; or

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                terminate
      all rights granted under this Agreement in respect of that country, and
      with effect from the date of such termination the definition of
      “Territory” will be deemed to exclude that
  country.

              


      

       

      
        	
                4.8

              	
                Launch
      dates:  For the purposes of clause 4.7, the commercial
      launch dates are:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                for
      each of Japan, Singapore, and South Africa:  31 December 2013;
      and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                for
      all other countries in the Territory:  31 December
      2018.

              


      

       

      
        	
                5.

              	
                STANDARDS
      OF MANUFACTURE

              


      

       

      
        	
                5.1

              	
                Approved
      standards:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences will manufacture the Licensed Products in accordance with the
      standards and specifications provided by Comvita from time to time or
      otherwise approved by Comvita in
writing.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Derma
      Sciences may not distribute, promote, use or Supply any Licensed Product
      that does not comply with such standards and
    specifications.

              


      

       

      
        	
                5.2

              	
                Samples and
      data:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                At
      least 20 Business Days before the First Commercial Sale of a particular
      Licensed Product, Derma Sciences must submit to Comvita for the purposes
      of verifying compliance with any standards and specifications approved or
      provided by Comvita under clause
5.1(a):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      reasonable number of samples of that Licensed Product;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      testing data required by Comvita to verify that such Licensed Product has
      been manufactured to those standards and
  specifications.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Without
      limiting clause 5.2(a), Derma Sciences will provide Comvita with a
      reasonable number of additional samples of any Licensed Product
      manufactured by Derma Sciences as and when requested by Comvita following
      the date of such First Commercial Sale, in order to verify compliance with
      the standards and specifications.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      13

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (c)

              	
                All
      costs incurred by Derma Sciences in supplying any samples or data under
      this clause 5.2, including all costs of freight and insurance, will
      be the responsibility of Derma Sciences.  Risk in any such
      samples or data will not pass to Comvita until delivery of them to
      Comvita.

              


      

       

      
        	
                5.3

              	
                Approvals:  Derma
      Sciences will:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                apply
      in its own name for any licences, approvals, permits and applications
      required by any governmental authority or agency in the Territory in
      connection with the development, manufacture, importation, distribution,
      promotion, use or Supply of the Licensed Products in the
      Territory;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                provide
      Comvita with copies of any licences, approvals, permits and applications
      under clause 5.3(a) requested by Comvita;
and

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                comply
      with all applicable laws and regulations in the Territory in the
      development, manufacture, importation, distribution, promotion, use or
      Supply of the Licensed Products.

              


      

       

      
        	
                5.4

              	
                Inspection:  Derma
      Sciences will itself, and will ensure that its permitted sub-licensees,
      permit Comvita or its representative to inspect the manner of manufacture
      and the quality control systems of Derma Sciences and any such
      sub-licensees relating to the Licensed
Products.

              


      

       

      
        	
                5.5

              	
                Markings:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences will ensure that all Licensed Products Supplied under this
      Agreement are marked with:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                details
      of the relevant applications and registrations comprising the Patent
      Rights and Trade Marks; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                clear
      and prominent statements that the Licensed Products are manufactured and
      Supplied by Derma Sciences under licence from
  Comvita.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Derma
      Sciences must obtain Comvita’s prior written approval
  of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                all
      markings and statements under clause 5.5(a);
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      use of any secondary marks or other words, designs, slogans or symbols on
      or in connection with the Licensed
Products.

              


      

       

      
        	
                6.

              	
                PAYMENTS

              


      

       

      
        	
                6.1

              	
                Royalties:  In
      consideration of the rights granted under this Agreement, Derma Sciences
      will pay to Comvita the following
royalties:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                a
      royalty being a percentage of the aggregate Net Sales Value of all
      Licensed Products Supplied by Derma Sciences in the Territory, as
      calculated in the table below:

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      14

                    

                  


          

        

         

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Amount of Net Sales Value

                                  	 	
                                    Royalty

                                    Percentage

                                  
	 	 	 
	
                                    Less
      than US$[*] of Net Sales Value generated in any calendar
    year

                                  	 	
                                    [*]%

                                  
	 	 	 
	
                                    US$[*]
      or more but less than US$[*] of Net Sales Value generated in any calendar
      year

                                  	 	
                                    [*]%

                                  
	 	 	 
	
                                    US$[*]
      or more Net Sales Value generated in any calendar year

                                  	 	
                                    [*]%

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      Where
sales of the Licensed Products are made in a currency other than US dollars,
such local currency will be converted into US dollars at a rate of exchange
equal to the average of the daily exchange rate reported on Bloomberg for the
purchase of US dollars from that local currency over the relevant Reporting
Period;

       

      
        	
                 
      

              	
                 (b)

              	
                an
      additional royalty to the royalty specified in the table in clause 6.1(a),
      being [*]% of the Net Sales Value of each Gel Sheet Product Supplied by
      Derma Sciences in the Territory, for so long as Comvita is obligated to
      pay a royalty in an amount equal to or more than the additional royalty to
      its licensor with respect to such
Supply;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                an
      additional royalty to the royalty specified in the table in clause 6.1(a),
      being [*]% of the Net Sales Value of each Honey Gel Product Supplied by
      Derma Sciences in the Territory, for so long as Comvita is obligated to
      pay a royalty in an amount equal to or more than the additional royalty to
      its licensor with respect to such Supply;
and

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                an
      additional royalty to the royalty specified in the table in clause 6.1(a),
      being [*]% of the Net Sales Value of each Licensed Product Supplied by
      Derma Sciences in the Territory that has not been manufactured using
      Medical Honey supplied solely by Comvita under the Medical Honey Supply
      Agreement, provided that this additional royalty will not be payable if
      Derma Sciences has purchased that Medical Honey from another supplier
      because Comvita has failed to supply Derma Sciences with its demand for
      Medical Honey pursuant to clause 2.5(a) of the Medical Honey Supply
      Agreement.

              


      

       

      
        	
                6.2

              	
                Royalty
      calculations:  In determining the royalties payable under
      clause 6.1, the following provisions will
apply:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                the
      royalty percentage to be used for the first Reporting Period of each
      calendar year will be the royalty percentage that applied at the end of
      the previous calendar year.  If at any time during any calendar
      year the total Net Sales Value generated by Derma Sciences equals an
      amount that would mean a higher royalty percentage would be payable by
      Derma Sciences, Derma Sciences will at the end of the Reporting Period in
      which such event occurred:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                use
      the higher royalty percentage when calculating the royalties payable to
      Comvita for such Reporting Period;
and

              


      

       

      [*]
Redacted pursuant to a request for confidential treatment submitted to the
SEC.

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      15

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                pay,
      within 30 days following the end of that Reporting Period, an additional
      amount equal to the difference between the royalties that would have been
      paid by Derma Sciences for any previous Reporting Periods in that same
      calendar year had the higher royalty percentage applied, and the royalties
      that were actually paid by Derma Sciences for such Reporting
      Periods;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                if
      at the end of a calendar year, the royalty percentage used for calculating
      royalties during the first three Reporting Periods of that calendar year
      is determined to have been higher than the royalty percentage that should
      have been used by Derma Sciences (“Lower Royalty”), then Derma
      Sciences:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                will
      use the Lower Royalty for determining the royalties payable to Comvita for
      the final Reporting Period of that calendar year;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                may
      deduct from such royalties so determined an amount equal to the difference
      between the royalties actually paid by Derma Sciences to Comvita for the
      first three Reporting Periods of that calendar year, and the royalties
      that would have been paid by Derma Sciences for such Reporting Periods had
      the Lower Royalty applied;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                only
      one royalty will be payable on any Licensed Product that is both a Gel
      Sheet Product and a Honey Gel Product under clauses 6.1(b) and
      (c).  If a Licensed Product is both a Gel Sheet Product and a
      Honey Gel Product, the additional royalty to the royalty specified in the
      table in clause 6.1(a) will be [*]% of the Net Sales
  Value;

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                for
      the avoidance of doubt, the royalties payable for Licensed Products that
      are Honey Gel Products or Gel Sheet Products under clauses 6.1(b) or (c)
      are in addition to those payable under clauses 6.1(a) and (d);
      and

              


      

       

      
        	
                 
      

              	
                 (e)

              	
                for
      the avoidance of doubt, Derma Sciences will pay to Comvita the royalties
      specified in clause 6.1 in respect of Licensed Products Supplied anywhere
      in the Territory, including in countries where no Patent Rights
      exist.

              


      

       

      
        	
                6.3

              	
                Commercial arm’s-length
      percentages: The parties agree and acknowledge
  that:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                the
      royalty percentages referred to in clause 6.1 are commercial arm’s-length
      percentages; and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      parties would have agreed to those percentages if this Agreement had been
      the only arrangement between them.

              


      

       

      
        	
                6.4

              	
                Date for
      payment:  Derma Sciences will pay the sums due under
      clause 6.1 within 30 days following the end of each Reporting Period in
      respect of Licensed Products Supplied by Derma Sciences during that
      Reporting Period.

              


      

       

      
        	
                6.5

              	
                Combination
      products:  If:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                any
      Licensed Product is incorporated in any product Supplied by Derma
      Sciences; or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                any
      Licensed Product is Supplied together with any other product as a bundle
      or package,

              


      

       

      [*]
Redacted pursuant to a request for confidential treatment submitted to the
SEC.

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      16

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      then the
Net Sales Value of such Licensed Product will be deemed to be the fair market
value of the Licensed Product in that country of Supply when Supplied
separately.

       

      
        	
                6.6

              	
                Method of
      payment:  Derma Sciences will pay all royalties in US
      dollars to the credit of a bank account to be designated in writing by
      Comvita.

              


      

       

      
        	
                6.7

              	
                Taxes and
      deductions:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                All
      royalties payable under this Agreement will be exclusive of any goods and
      services taxes or value-added taxes, which, where applicable, will be paid
      in addition.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                All
      royalties payable under this Agreement will be paid without deduction or
      set-off of any kind, and without deduction of income tax or other taxes,
      charges or duties that may be imposed, except for any taxes, charges or
      duties that Derma Sciences is required by law to
  deduct.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                If
      Derma Sciences is required by law to make any such deduction, it will
      provide Comvita with such certificates or other documents as it can
      reasonably obtain to enable Comvita to obtain appropriate relief from
      double taxation of the payment in
question.

              


      

       

      
        	
                6.8

              	
                Default
      interest:  If Derma Sciences fails to pay any amount
      payable under this Agreement by the due date for payment, Comvita may
      charge interest on the outstanding amount at the rate of 12% per annum.
      Interest will be calculated on a daily basis from the due date until the
      date of actual payment

              


      

       

      
        	
                6.9

              	
                Minimum
      Royalty:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Without
      prejudice to and in addition to Comvita’s rights under clauses 4.6, 4.7 or
      6.9(d), if in any calendar year the royalties payable under clause 6.1 are
      less than the Minimum Royalty for that calendar
  year:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Derma
      Sciences may, at its sole option, pay to Comvita the amount by which the
      royalties for that calendar year are less than the Minimum
      Royalty;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Derma
      Sciences will pay such amount within 30 days following the end of the
      relevant calendar year; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                if
      Derma Sciences fails to make the payment provided for in this clause
      6.9(a)(i) by the due date, Comvita may elect to terminate this Agreement
      with immediate effect by notice in writing to Derma
    Sciences.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                The
      rights and obligations of the parties under clause 6.9(a) will be
      suspended if:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Derma
      Sciences has been enjoined or otherwise legally restrained from selling or
      marketing more than 50% of the Licensed Products in either the United
      States or the European Union, until such time as the injunction or other
      legal restriction has been lifted;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Comvita
      is in material breach of any representation, warranty or covenant in the
      Medical Honey Supply Agreement; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                an
      event of Force Majeure occurs materially affecting the ability of Derma
      Sciences to market and sell all of the Licensed Products in either the
      United States or the European
Union.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      17

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (c)

              	
                If
      any of the events set forth in clause 6.9(b) occurs,
  then:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      rights and obligations of the parties under clause 6.9(a) will remain
      suspended only for so long as the relevant conditions prevail;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      only a portion of the calendar year is affected by the conditions, the
      Minimum Royalty payable for such year will be pro-rated
      accordingly.

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                Without
      prejudice to and in addition to Comvita’s rights under clauses 4.6, 4.7 or
      6.9(a), if over any period of five consecutive calendar years (excluding
      any calendar years during which the rights and obligations of the parties
      under clause 6.9(a) have been suspended for the entire calendar year
      pursuant to clause 6.9(b)), the total royalties payable under clause 6.1
      (before any payments under clause 6.9(a) have been made) are less than the
      sum of the Minimum Royalty payable for all of those five consecutive
      calendar years, Comvita may elect to terminate this Agreement with
      immediate effect by notice in writing to Derma
  Sciences.

              


      

       

      
        	
                6.10

              	
                Royalties
      statement:  Derma Sciences will provide to Comvita a
      written royalties statement within 30 days following the end of each
      Reporting Period. The royalties statement must contain the following
      information:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                the
      types of Licensed Product Supplied during the relevant Reporting
      Period;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      quantity of each type of Licensed Product Supplied during the relevant
      Reporting Period;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                the
      total Net Sales Value of each type of Licensed Product Supplied during the
      relevant Reporting Period, expressed both in the currency of receipt and
      in US dollars and showing the conversion rates
  used;

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                a
      breakdown showing which royalties have been generated from the Supply of
      Licensed Products in the European
Union;

              


      

       

      
        	
                 
      

              	
                 (e)

              	
                the
      total amount of royalties payable for the relevant Reporting Period;
      and

              


      

       

      
        	
                 
      

              	
                 (f)

              	
                the
      amount of any taxes withheld or deducted from the royalties
      payable,

              


      

       

      and must
be in a format reasonably approved or specified by Comvita.

       

      
        	
                6.11

              	
                Monthly
      statement:  Derma Sciences will also provide to Comvita
      within ten days following the end of each calendar month a written report
      of:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                the
      Net Sales Value generated during that calendar month;
  and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      royalties payable to Comvita.

              


      

       

      
        	
                6.12

              	
                Maintenance of
      records: Derma Sciences
      will ensure that it keeps detailed and up to date records and accounts
      showing the quantity, description, price and date of Licensed Products
      Supplied under this Agreement. Such records and accounts must
      be:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                kept
      at its normal place of business;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                kept
      separate from any records and accounts not relating solely to the Licensed
      Products; and

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      18

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (c)

              	
                sufficient
      to ascertain the royalties due under this Agreement and to verify any
      royalties statement given under clause
6.10.

              


      

       

      
        	
                6.13

              	
                Inspection of
      records:  Derma Sciences must ensure that all records and
      accounts under clause 6.12 are made available for inspection by a
      representative of Comvita, if reasonably requested by
      Comvita.  The following terms and conditions will apply to any
      such inspection:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Comvita
      must give reasonable notice to Derma Sciences of any such
      inspection;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                only
      one such inspection will be permitted each calendar
  year;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                Comvita’s
      representative will be entitled to take copies of or extracts from such
      records and accounts; and

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                Comvita
      will be responsible for Comvita’s representative’s charges, unless
      Comvita’s representative certifies that there is an inaccuracy of more
      than 5% in any royalties statement given under clause 6.10, in which case
      Derma Sciences will pay Comvita’s representative’s charges for that
      inspection.

              


      

       

      
        	
                6.14

              	
                Incorrect
      payment:  If, following any inspection under clause 6.13,
      Comvita’s representative determines that Derma Sciences has underpaid the
      amount of royalties payable to Comvita under this
    Agreement:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Comvita’s
      representative will provide to Derma Sciences a written report of his or
      her determination. Such report will show how Comvita’s representative has
      calculated the underpayment; and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                within
      five Business Days following receipt of the written determination, Derma
      Sciences will pay to Comvita the unpaid amount. Derma Sciences will at the
      same time pay interest on such amount in accordance with clause
      6.8.

              


      

       

      
        	
                6.15

              	
                Duration of rights and
      obligations:  The rights and obligations of the parties
      under clauses 6.12 to 6.14 will continue in force for a period of three
      years after termination or expiration of this Agreement for any
      reason.

              


      

       

      
        	
                7.

              	
                IMPROVEMENTS

              


      

       

      
        	
                7.1

              	
                Notification:  If
      Derma Sciences devises any Improvements then Derma Sciences will notify
      Comvita and provide Comvita with full details of the same in
      writing.

              


      

       

      
        	
                7.2

              	
                Severable
      Improvements:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Severable
      Improvements devised by either party during the Term outside the scope of
      the R&D Agreement, and all Intellectual Property Rights in and to such
      Severable Improvements, will be exclusively owned by the party who devised
      them or their nominee.  For the avoidance of doubt, under the
      R&D Agreement all Research Results and all Intellectual Property
      Rights therein will be owned by Comvita or its
  nominee.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Derma
      Sciences will be free to exploit the Severable Improvements owned by it
      under this clause 7.2 as it may determine at its absolute
      discretion.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      19

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (c)

              	
                All
      Severable Improvements owned by Derma Sciences or its nominee under this
      clause 7.2 will be licensed to Comvita on a perpetual, irrevocable,
      worldwide, royalty-free, non-exclusive, transferable, sub-licensable
      basis.  The licence will be subject to a limitation so that, for
      so long as this Agreement remains in force and the rights granted under
      clauses 2.1(a) and (c) remain exclusive to Derma Sciences, Comvita will
      not be permitted to use or exploit the Severable Improvements, or any
      Intellectual Property Rights in and to such Severable Improvements, to
      make, use, import, offer to Supply or Supply Licensed Products that are
      not also OTC Products in the
Territory.

              


      

       

      
        	
                7.3

              	
                Non-Severable
      Improvements:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                All
      Non-Severable Improvements devised by Comvita or Derma Sciences during the
      Term, and all Intellectual Property Rights in and to such Non-Severable
      Improvements, will be exclusively owned by Comvita or its nominee, and
      will be licensed to Derma Sciences on the terms and conditions of this
      Agreement.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Subject
      to clause 7.3(a), Derma Sciences will have no claim over any Non-Severable
      Improvements, or over any Intellectual Property Rights
      therein.

              


      

       

      
        	
                8.

              	
                INTELLECTUAL
      PROPERTY

              


      

       

      
        	
                8.1

              	
                Filing and
      prosecution:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Comvita
      will at its own expense use reasonable endeavours to obtain and maintain
      reasonable and appropriate patent and trade mark coverage in the Territory
      in respect of the Patent Rights and Trade Marks, but all decisions as to
      the filing, prosecution and maintenance of any such patents and trade
      marks will be made by Comvita, after due and proper consultation with
      Derma Sciences, at Comvita’s sole
discretion.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Derma
      Sciences agrees that the patent and trade mark coverage in existence as at
      the Commencement Date is reasonable and appropriate for those Licensed
      Products set out in
Schedule 3.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                Comvita
      will endeavour to file patent and trade mark applications in the United
      States of America, Japan and Europe, and any other countries agreed by the
      parties in writing, in respect of any Improvements
  that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                are
      patentable;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                justify
      the cost of patent protection; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                are
      licensed to Derma Sciences under this
Agreement.

              


      

       

      
        	
                8.2

              	
                Infringements:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Comvita
      represents and warrants as at the Commencement Date that it is only aware
      of an Infringement by Brightwake Limited (trading as Advancis Medical) and
      a potential Infringement by Manuka Medical Limited.  Details of
      this Infringement and potential Infringement have been provided by Comvita
      to Derma Sciences prior to the Commencement
  Date.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Following
      the Commencement Date each party will tell the other party without delay
      if it becomes aware of any Infringement. The parties will then discuss the
      best way to deal with the
Infringement.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      20

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (c)

              	
                The
      parties agree that it is their intention to collaborate together in
      dealing with Infringements, and to share in the costs incurred and damages
      awarded on a 50/50 basis.  If agreement cannot be
      reached:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Comvita
      or its licensor will have the right but not the obligation at its own cost
      to take such action as it thinks appropriate;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Derma
      Sciences will agree to assist and if necessary be joined in any suit to
      enforce the relevant Intellectual Property Rights, subject to Derma
      Sciences being indemnified and secured as to costs, expenses, damages and
      liability.

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                Any
      damages or other amounts received from an action by Comvita under clause
      8.2(c) will be for the sole account of Comvita or its
      licensor.

              


      

       

      
        	
                 
      

              	
                 (e)

              	
                If
      Comvita or its licensor does not wish to take such action or fails to do
      so within a reasonable period in the circumstances, Derma
      Sciences:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                will
      have the right but not the obligation to take such action at its own cost;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                may
      join Comvita or its licensor to any relevant proceedings to the extent
      necessary for the purpose.

              


      

       

      In doing
so, Derma Sciences will not be regarded as acting on behalf of Comvita or its
licensor, but Comvita or its licensor will give all reasonable help at Derma
Sciences’ expense to facilitate any such Infringement proceedings by Derma
Sciences.

       

      
        	
                 
      

              	
                 (f)

              	
                Derma
      Sciences will:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                keep
      Comvita fully informed of all matters relating to such
      proceedings;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                indemnify
      Comvita or its licensor against all costs, expenses, damages and liability
      in connection with such proceedings;
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                get
      Comvita’s or its licensor’s written consent before making any statement
      (whether express or implied) about the validity or enforceability of any
      Patent Rights, Know-How or Trade Marks, or any liability of Comvita or its
      licensor.

              


      

       

      
        	
                 
      

              	
                 (g)

              	
                Any
      damages or other amounts received from an action by Derma Sciences under
      clause 8.2(e) will be for the sole account of Derma
    Sciences.

              


      

       

      
        	
                8.3

              	
                Third Party Infringement
      Claims:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Each
      party will tell the other party without delay if it becomes aware of any
      Third Party Infringement Claim. The parties will then discuss the best way
      to deal with the Third Party Infringement
Claim.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                If
      Derma Sciences receives or is subject to a Third Party Infringement Claim
      that relates to either:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      Licensed Product or any part of a Licensed Product, that is not claimed in
      any Patent Right; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      making, using or Supplying of a Licensed Product in a territory other than
      the United States of America, the European Union, Australia or New
      Zealand,

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      21

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      then
Derma Sciences will defend or settle such claim at its sole
expense.

       

      
        	
                 
      

              	
                 (c)

              	
                If
      Derma Sciences receives or is subject to a Third Party Infringement Claim
      that relates to either:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      Licensed Product or any part of a Licensed Product, that is claimed in any
      Patent Right that exists in the country in which the Third Party
      Infringement Claim is brought; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      making, using or Supplying of a Licensed Product in the United States of
      America, the European Union, Australia or New
  Zealand,

              


      

       

      then:

       

      
        	
                 
      

              	
                (iii)

              	
                Derma
      Sciences will be solely responsible for the first US$20,000 of out of
      pocket expenses reasonably incurred by it in dealing with such Third Party
      Infringement Claim;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                subject
      to paragraph (iii) above, Comvita will reimburse Derma Sciences for half
      of the out of pocket expenses reasonably incurred by Derma Sciences in
      dealing with such Third Party Infringement Claim, up to a maximum of
      US$500,000 in total for all Third Party Infringement Claims received by
      Derma Sciences during the Term; and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                the
      parties will establish a committee to make decisions in relation to
      dealing with such Third Party Infringement Claim.  The committee
      will appoint appropriate counsel to represent Derma Sciences and/or
      Comvita (as the case may be) in defending or settling such Third Party
      Infringement Claim.

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                In
      defending or settling any Third Party Infringement Claim under this clause
      8.3, Derma Sciences must get Comvita’s or its licensor’s written consent
      before making any statement (whether express or implied) about the
      validity or enforceability of any Patent Rights, Know-How or Trade Marks,
      or any liability of Comvita or its
licensor.

              


      

       

      
        	
                9.

              	
                TRADE
      MARKS

              


      

       

      
        	
                9.1

              	
                Use of Trade
      Marks:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences will ensure that all Licensed Products Supplied by Derma Sciences
      under this Agreement are marked with the Trade Marks in a prominent manner
      on the front of the packaging and as otherwise reasonably required by
      Comvita in writing.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Derma
      Sciences will:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                provide
      Comvita with examples of the use of the Trade Marks on packaging materials
      prior to any new use;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                use
      the Trade Marks only in the form stipulated from time to time by
      Comvita;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                observe
      any reasonable directions given by Comvita as to the colours and size of
      representations of the Trade Marks;
and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                fully
      comply with all guidelines, recommendations and requirements specified by
      Comvita from time to time regarding the use of the Trade
      Marks.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      22

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                9.2

              	
                Restriction:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences will use the Trade Marks only for the purposes authorised in this
      Agreement. In particular, Derma Sciences may not use the Trade Marks in
      any way that would tend to allow them
to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                become
      generic;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                lose
      their distinctiveness;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                become
      liable to mislead the public; or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                be
      materially detrimental to or inconsistent with the good name, goodwill,
      reputation and image of Comvita.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                For
      the avoidance of doubt, Derma Sciences may not use the Trade Marks on or
      in relation to any goods or services other than the Licensed Products or
      OTC Products.

              


      

       

      
        	
                9.3

              	
                No use in
      name:  Derma Sciences may not at any time without the
      prior written consent of Comvita:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                use
      the Trade Marks as part of any corporate, business or trading name of
      Derma Sciences; or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                register
      any company name or domain name that incorporates any of the Trade
      Marks.

              


      

       

      
        	
                9.4

              	
                Prohibitions on Derma
      Sciences:  Derma Sciences may not during or after the
      Term do any of the following things, either directly or
      indirectly:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                seek
      in its own name to register or otherwise protect anywhere in the world any
      trade marks identical or confusingly similar to the Trade
      Marks;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                adopt
      or use any trade mark, symbol or device
that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                incorporates
      the Trade Marks;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                is
      deceptively or confusingly similar to the Trade Marks;
  or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                unfairly
      competes with the Trade Marks;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                contest,
      dispute or challenge in any legal proceedings or otherwise, anywhere in
      the world:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Comvita’s
      ownership of any of the Trade
Marks;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      registration or application for registration by Comvita of any trade mark
      that is either identical or confusingly similar to any of the Trade Marks;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      validity of any of the Trade Marks;
or

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                allow
      or assist any other person to do any of the things specified in clauses
      9.4(a) to (c).

              


      

       

      
        	
                9.5

              	
                Goodwill:  Comvita
      will own all goodwill arising from Derma Sciences’ use of the Trade Marks.
      To the extent that such goodwill may not be owned by Comvita, this clause
      9.5 will operate as an assignment of such goodwill to
    Comvita.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      23

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                9.6

              	
                Registered
      user:  Derma Sciences will, if requested by Comvita,
      provide all assistance reasonably required by Comvita to obtain
      registration of Derma Sciences as a user of the Trade Marks in the
      Territory.

              


      

       

      
        	
                9.7

              	
                Use by
      Comvita:  Derma Sciences acknowledges and agrees that
      Comvita may use the Trade Marks on or in relation
  to:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                any
      products other than the Licensed Products;
and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Licensed
      Products that are also OTC
Products.

              


      

       

      
        	
                10.

              	
                WARRANTIES,
      INDEMNITY AND LIABILITY

              


      

       

      
        	
                10.1

              	
                Warranties:  Comvita
      warrants that:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                as
      at the Commencement Date it is the owner or exclusive licensee of the
      Patent Rights and Trade Marks;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      Patent Rights and the Know-How are all of the Intellectual Property Rights
      owned by Comvita or its licensors in order to make, use and Supply
      Licensed Products under this
Agreement;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                it
      has not done and will not in the future do, anything that would be
      inconsistent with the exercise by Derma Sciences of the rights granted to
      Derma Sciences under this Agreement;
and

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                it
      is not aware that any third party other than Comvita’s licensors owns or
      claims any rights in the Patent Rights or Trade
  Marks.

              


      

       

      
        	
                10.2

              	
                No implied
      warranties:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Each
      party acknowledges that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      entering into this Agreement, it does not rely on any representation,
      warranty, term or condition except as expressly provided in this
      Agreement; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      conditions, warranties or other terms implied by statute or common law are
      excluded from this Agreement to the fullest extent permitted by
      law.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Without
      limiting the scope of clause 10.2(a), Comvita does not give any warranty,
      representation or undertaking:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                about
      the efficacy or usefulness of the Inventions or the rights licensed under
      clause 2.1, or about any fitness for a particular purpose or
      merchantability, other than the warranty in clause
  10.1(b);

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                that
      the making, importation, distribution, promotion, Supply, offering to
      Supply, or use of any Licensed Products in the Territory, or exercise of
      any of the rights granted under clause 2.1, will not infringe the
      Intellectual Property Rights or other rights of any other person;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                that
      Comvita will bring or prosecute any Infringement proceedings, or defend or
      settle any Third Party Infringement Claims, subject to clause
      8.3.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      24

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                10.3

              	
                Indemnity:  Derma
      Sciences will defend, indemnify, keep indemnified and hold harmless
      Comvita against any and all liabilities, losses, damages, costs and
      expenses of any nature arising from any third party claims asserted
      against or suffered by Comvita relating to the manufacture, distribution,
      promotion, use or Supply of the Licensed Products in the
      Territory.

              


      

       

      
        	
                10.4

              	
                Exclusion of
      liability:  In no event will either party (“first party”)
      be liable (whether in contract, tort including negligence, or otherwise)
      to the other for:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                loss
      of revenue or profit, loss of anticipated savings, loss of goodwill or
      opportunity, loss of production, loss or corruption of data or wasted
      management or staff time; or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                loss,
      damage, cost or expense of any kind whatsoever that is indirect,
      consequential, or of a special
nature,

              


      

       

      arising
directly or indirectly out of this Agreement, even if the first party had been
advised of the possibility of such loss, damage, cost or expense, and even if
such loss, damage, cost or expense was reasonably foreseeable by the first
party.

       

      
        	
                10.5

              	
                Insurance:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                During
      the Term and for three years afterwards, Derma Sciences will maintain with
      a reputable insurer insurance coverage in amounts and against risks that
      are normal for businesses similar to that of Derma
    Sciences.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Comvita
      will be named on such insurance policies as an interested party by
      reason of the indemnity
  in clause 10.4.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                Derma
      Sciences will, upon request, provide to Comvita a certificate from the
      insurer confirming the terms of such
insurance.

              


      

       

      
        	
                11.

              	
                TERM
      AND TERMINATION

              


      

       

      
        	
                11.1

              	
                Commencement and
      term:  This Agreement will come into effect on the
      Commencement Date and will continue in full force and effect in
      perpetuity, unless earlier terminated pursuant to clauses 2.12,
      6.9(a)(iii), 6.9(d), 11.3 to 11.6, or
13.1(b).

              


      

       

      
        	
                11.2

              	
                Expiration of Patent
      Rights:  Upon:

              


      

       

      
        	
                 
       

              	
                 (a)

              	
                the
      expiration of the Patent Rights in one or more of the following countries
      or territories:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      United States; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                all
      countries within the European Union;
and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      introduction of substantial competition in such market(s) and a
      significant decrease in the gross margins derived by Derma Sciences from
      the sale of the Licensed Products in such
  market(s),

              


      

       

      Comvita
agrees to negotiate with Derma Sciences in good faith an appropriate reduction
of the royalty percentages under clause 6.1 applicable to Net Sales Value
generated in the calendar years following the calendar year in which such events
occur, and/or an adjustment of the Minimum Royalty for such following calendar
years.

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      25

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                11.3

              	
                Non-payment of
      royalties:  Comvita may terminate this Agreement with
      immediate effect by giving written notice to Derma Sciences
      if:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                any
      royalties (other than those subject to a good faith dispute) remain unpaid
      within 30 days following their due date;
and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Derma
      Sciences has been given written notice of its failure to pay and has
      failed to remedy that non-payment within ten Business Days following
      receipt of that notice.

              


      

       

      
        	
                11.4

              	
                Challenge:  Comvita
      may terminate this Agreement with immediate effect by giving written
      notice to Derma Sciences if Derma
Sciences:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                directly
      or indirectly challenges the validity, enforceability or ownership
      of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      of the Patent Rights or Trade Marks;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      Know-How,

              


      

       

      whether
or not by legal proceedings; or

       

      
        	
                 
      

              	
                 (b)

              	
                assists
      any other person to do any of the things in clause
  11.4(a);

              


      

       

      
        	
                11.5

              	
                Restraint
      Agreement:  This Agreement will immediately terminate on
      the termination of the Restraint Agreement for any
  reason.

              


      

       

      
        	
                11.6

              	
                Termination on material breach,
      insolvency etc:  Without prejudice to any other right or
      remedy it may have, either party may immediately terminate this Agreement
      at any time by giving to the other party notice in writing
    if:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                the
      other party is in material breach of this Agreement and the material
      breach is not remedied within 20 Business Days of the other party
      receiving notice specifying the material breach and requiring its remedy,
      provided that for non-payment defaults and without limiting the effect of
      clauses 4.6, 4.7 or 6.9, if it is not commercially reasonable for a
      material breach to be fully cured within 20 Business Days, then the cure
      period shall be extended for an additional period of no greater than six
      months provided the party in material breach has commenced remedying the
      default and has clearly demonstrated in writing that it is diligently
      pursuing and continues to diligently pursue such
  cure;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      other party ceases or threatens to cease to carry on all or substantially
      all of its business or operations, is declared or becomes bankrupt or
      insolvent, is unable to pay its debts as they fall due, enters into a
      general assignment of its indebtedness or a scheme of arrangement or
      composition with its creditors, or takes or suffers any similar or
      analogous action in consequence of
debt;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                a
      trustee, manager, administrator, administrative receiver, receiver,
      inspector under any legislation or similar officer is appointed in respect
      of the whole or any part of the other party’s assets or business;
      or

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                an
      order is made or a resolution is passed for the liquidation of the other
      party (other than voluntarily for the purpose of a solvent amalgamation or
      reconstruction).

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      26

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                11.7

              	
                Buyback:  Upon
      termination or expiry of this Agreement for any reason Comvita may (but
      will not be obliged to) purchase some or all of the Licensed Products in
      the possession of Derma Sciences as
follows:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Comvita
      must give written notice to Derma Sciences no later than ten Business Days
      following the date of termination or expiry, that it is interested in
      purchasing from Derma Sciences all or some of the Licensed Products in the
      possession of Derma Sciences and then unsold as at the date of Comvita’s
      notice;

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                upon
      receipt of Comvita’s notice under clause 11.7(a), Derma Sciences will
      allow Comvita or its representatives to have access to all such Licensed
      Products in order to inspect them;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                within
      ten Business Days following completion of the inspection under clause
      11.7(b), Comvita may elect, by giving written notice to Derma Sciences, to
      purchase some or all of those Licensed
Products;

              


      

       

      
        	
                 
      

              	
                 (d)

              	
                following
      receipt of Comvita’s notice under clause
  11.7(c):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Derma
      Sciences will deliver up to Comvita or its nominee all Licensed Products
      the subject of such notice.  Comvita will pay all costs of
      delivery of such Licensed Products;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Licensed Products purchased by Comvita must be in the same condition as
      they were in at the time of inspection under clause
    11.7(b);

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                risk
      of loss of or damage to such Licensed Products will pass to Comvita upon
      delivery to Comvita or its nominee;
and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Comvita
      will pay for such Licensed Products together with any delivery costs by
      the later of 30 days following receipt of a valid tax invoice from Derma
      Sciences, or the date of delivery;
and

              


      

       

      
        	
                 
      

              	
                 (e)

              	
                the
      price for the Licensed Products purchased by Comvita under this clause
      11.7 will be as agreed by the parties.  If the price cannot be
      agreed the price will be the Cost of Production of the Licensed Products
      plus 25%.

              


      

       

      
        	
                11.8

              	
                Consequences of
      termination:  On termination or expiration of this
      Agreement for any reason
whatsoever:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                subject
      to compliance with clause 11.7, Derma Sciences will be entitled to Supply
      on a  non-exclusive basis any unsold or unused stocks of the
      Licensed Products for a period of three months following termination or
      expiration (subject to compliance with the provisions of this Agreement
      including payment of the royalties under clause
  6.1);

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                subject
      to clause 11.8(a), Derma Sciences will no longer be licensed to use or
      otherwise exploit in any way the Patent Rights, Trade Marks or
      Know-How;

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                the
      Recipient will, upon receipt of a written request from the Disclosing
      Party, return or destroy (at the Disclosing Party’s option), all
      Confidential Information in the Recipient’s possession or under the
      Recipient’s control.  Upon the return or destruction (as the
      case may be) of all such Confidential Information, the Recipient will
      provide to the Disclosing Party a certificate stating that the
      Confidential Information returned or destroyed comprises all the
      Confidential Information in the Recipient’s possession or under the
      Recipient’s control;

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      27

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (d)

              	
                Derma
      Sciences will deliver up to Comvita any relevant documents,
      specifications, data, materials and information supplied by Comvita to
      Derma Sciences under this Agreement that are in Derma Sciences’ possession
      or under the control of Derma
Sciences;

              


      

       

      
        	
                 
      

              	
                 (e)

              	
                Derma
      Sciences will transfer to Comvita all of Derma Sciences’ rights and
      obligations under any sub-licences granted under clause 2.8, if required
      by Comvita in writing;

              


      

       

      
        	
                 
      

              	
                 (f)

              	
                Derma
      Sciences will, as soon as reasonably possible and to the extent possible,
      seek to have any product licences, approvals, permits and applications
      relating to the Licensed Products in the Territory transferred into the
      name of Comvita or its nominee;

              


      

       

      
        	
                 
      

              	
                 (g)

              	
                the
      Restraint Agreement, Medical Honey Supply Agreement and R&D Agreement
      will immediately terminate, and either party may elect to terminate the
      Manufacturing Agreement with immediate
effect;

              


      

       

      
        	
                 
      

              	
                 (h)

              	
                the
      provisions of clauses 2.8(e), 3.2, 6.1 to 6.15, 7.2(c),
      8.3,  9.4, 9.5, 10.2 to 10.5, 11.7, 11.8, 12.1 to 12.6, 13.1 to
      13.13, and any other clauses intended to survive termination, together
      with those other provisions of this Agreement that are incidental to, and
      required in order to give effect to those clauses, will remain in full
      force and effect; and

              


      

       

      
        	
                 
      

              	
                 (i)

              	
                subject
      to this clause 11.8, and except for any rights and remedies of the parties
      that have accrued before termination or expiration, including for any
      prior breach of this Agreement, neither party will be under any further
      obligation to the other party.

              


      

       

      
        	
                12.

              	
                DISPUTES

              


      

       

      
        	
                12.1

              	
                Mediation:  In
      the event of a dispute arising out of or relating to this Agreement,
      including any question regarding its existence, validity or termination,
      the parties will first seek settlement of that dispute by mediation in
      accordance with the LCIA Mediation Procedure, which Procedure is deemed to
      be incorporated by reference into this clause
  12.

              


      

       

      
        	
                12.2

              	
                Arbitration:  If
      the dispute is not settled by mediation within five days of the
      commencement of the mediation, or such further period as the parties may
      agree in writing, the dispute will be referred to and finally resolved by
      arbitration under the LCIA Rules, which Rules are deemed to be
      incorporated by reference into this clause
12.

              


      

       

      
        	
                12.3

              	
                Language:  The
      language to be used in the mediation and in the arbitration will be
      English.

              


      

       

      
        	
                12.4

              	
                Governing
      law:  The governing law of this Agreement will be the
      substantive law of New Zealand.

              


      

       

      
        	
                12.5

              	
                Arbitration
      procedure:  In any arbitration commenced pursuant to this
      clause 12:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                the
      number of arbitrators will be three;
and

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                the
      seat, or legal place, of arbitration will be London,
    England.

              


      

       

      
        	
                12.6

              	
                Interlocutory
      relief:  Nothing in this clause 12 will prevent either
      party, at any time, from seeking any urgent interlocutory relief from a
      court of competent jurisdiction in relation to any matter that arises
      under this Agreement.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      28

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                13.

              	
                GENERAL

              


      

       

      
        	
                13.1

              	
                Force
      majeure:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Neither
      party will be liable to the other party for any breach or failure to
      perform any of its obligations under this Agreement where such breach or
      failure is caused by anything beyond that party’s reasonable control,
      including (without limitation) war, civil commotion, hostility, act of
      terrorism, strike, lockout, other industrial act, weather phenomena or
      other act of God, or governmental regulation or direction (“Force
      Majeure”), provided that the party seeking to rely on this
      clause 13.1 has:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                notified
      the other party as soon as reasonably practicable upon becoming aware of
      an actual or potential event of Force
Majeure;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                used
      all reasonable endeavours to avoid, overcome or mitigate the effects of
      the event of Force Majeure as quickly as practicable;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                consulted
      with the other party on its efforts under clause
    13.1(a)(ii).

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                If:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                as
      a result of a Force Majeure a party is unable to perform any of its
      material obligations under this Agreement;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      ability of such party to perform any such material obligation has
      been  permanently affected by such Force
  Majeure,

              


      

       

      then the
party not subject to the event of Force Majeure may terminate this Agreement on
giving the other party ten Business Days’ written notice.

       

      
        	
                 
      

              	
                 (c)

              	
                Nothing
      in this clause 13.1 will excuse a party from any obligation to make a
      payment when due under this
Agreement.

              


      

       

      
        	
                13.2

              	
                Variations:  No
      amendment, variation or modification to this Agreement will be effective
      unless it is in writing and signed by duly authorised representatives of
      both parties. 

              


      

       

      
        	
                13.3

              	
                Assignment:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Derma
      Sciences may assign any or all of its rights and obligations under this
      Agreement, provided it first obtains the written consent of Comvita, such
      consent not to be unreasonably
withheld.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Comvita
      may assign any or all of its obligations under this Agreement, provided it
      first obtains the written consent of Derma Sciences, such consent not to
      be unreasonably withheld.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                Comvita
      may assign any or all of its rights under this Agreement at any time,
      without requiring the consent of Derma
Sciences.

              


      

       

      
        	
                13.4

              	
                No
    waiver:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                A
      delay, neglect or forbearance by a party in enforcing any provision of
      this Agreement against the other will not waive or limit any right of that
      party.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      29

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (b)

              	
                No
      provision of this Agreement will be considered waived by a party unless
      that party waives the provision in writing.


              


      

       

      
        	
                 
      

              	
                 (c)

              	
                The
      parties will not treat a waiver by a party of any breach as a waiver of
      any continuing or re-occurring breach, unless the parties have expressly
      agreed to do so in writing.

              


      

       

      
        	
                13.5

              	
                Invalid
      clauses:  If any part of this Agreement is held to be
      invalid, unenforceable or illegal for any reason, this Agreement will be
      deemed to be amended by the addition or deletion of wording necessary to
      remove the invalid, unenforceable or illegal part, but otherwise to retain
      the provisions of this Agreement to the maximum extent permissible under
      applicable law.

              


      

       

      
        	
                13.6

              	
                Relationship:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                The
      parties will perform their obligations under this Agreement as independent
      contractors to each other.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                Nothing
      in this Agreement will create, constitute or evidence any partnership,
      joint venture, agency, trust or employer/employee relationship between the
      parties, unless it expressly states otherwise.  Neither party
      may represent, or allow anyone to represent, that any such relationship
      exists between the parties.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                Neither
      party will have the authority to act for, or incur any obligation on
      behalf of, the other party, except as expressly provided for in this
      Agreement.

              


      

       

      
        	
                13.7

              	
                Notices:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                Each
      notice or other communication to be given under this Agreement (“Notice”)
      must be in writing and must be:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      the English language and clearly
legible;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                sent
      by pre-paid post, facsimile (confirmed by pre-paid post) or personal
      delivery to the addressee at the facsimile number, physical address, or
      postal address specified in clause 13.7(b);
and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                marked
      for the attention of the person or office holder (if any) specified in
      clause 13.7(b).

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                The
      initial facsimile number, address, and relevant person or office holder of
      each party are, unless otherwise notified by the relevant party in writing
      to the other party, as set out
below:

              


      

       

      
        	
                 
      

              	
                Comvita:

              	
                Comvita
      New Zealand Limited

              


      

      Wilson
Road South

      Paengaroa

      NEW
ZEALAND

      


      Facsimile:        +64
7 533 1988

      Attention:       Chief
Executive Officer

      


      
        	
                 
      

              	
                Derma
      Sciences:

              	
                Derma
      Sciences, Inc.

              


      

      214
Carnegie Centre

      Suite
300

      Princeton

      New
Jersey 08540

      UNITED
STATES OF AMERICA

      


      Facsimile:        +1(609)
514-8554

      Attention:       Chief
Executive Officer

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      30

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                 
      

              	
                 (c)

              	
                No
      Notice will be effective until received.  A Notice is, however,
      deemed to be received:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in
      the case of posting, on the third Business Day following the date of
      posting;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                in
      the case of personal delivery, when received;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                in
      the case of a facsimile, following receipt of a report from the machine on
      which the facsimile was sent confirming that all pages were successfully
      transmitted,

              


      

       

      but any
Notice personally delivered or received by facsimile either after 5.00 pm on a
Business Day, or on any day that is not a Business Day, will be deemed to have
been received on the next Business Day.

       

      
        	
                 
      

              	
                 (d)

              	
                Despite
      clauses 13.7(a) and (c)(i), if the Notice is posted from a country other
      than the country of the addressee, the method of posting must be pre-paid
      airmail, and the Notice will be deemed to be received on the seventh
      Business Day following the date of
posting.

              


      

       

      
        	
                13.8

              	
                Further
      action:  Each party agrees to execute, acknowledge and
      deliver all instruments, make all applications and do all things, as may
      be necessary or appropriate to carry out the purposes and intent of this
      Agreement.

              


      

       

      
        	
                13.9

              	
                Announcements:  Neither
      party may:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                make
      any press or other public announcement about any aspect of this Agreement;
      or

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                use
      the name of the other party in connection with or as a result of this
      Agreement,

              


      

       

      without
the other party’s prior written consent.

       

      
        	
                13.10

              	
                Entire
      agreement:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                This
      Agreement and the Confidentiality Agreement contains the whole of the
      contract and understanding between the parties relating to the matters
      covered by it.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                This
      Agreement supersedes all prior representations, agreements, statements and
      understandings between the parties relating to those matters, whether
      verbal or in writing.

              


      

       

      
        	
                 
      

              	
                 (c)

              	
                The
      parties acknowledge that they do not rely on any representation,
      agreement, term or condition that is not set out in this
      Agreement.

              


      

       

      
        	
                13.11

              	
                Counterparts:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                The
      parties may sign this Agreement in any number of counterparts (including
      facsimile or PDF copies), and a party may enter into this Agreement by
      signing any counterpart.

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      31

                    

                  


          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                 (b)

              	
                The
      parties confirm that their signing of this Agreement by such means will be
      valid and sufficient.  All counterparts, when taken together,
      will constitute one and the same
agreement.

              


      

       

      
        	
                13.12

              	
                Costs:  Each
      party will bear its own legal costs and expenses incurred in connection
      with the preparation, negotiation and execution of this
      Agreement.

              


      

       

      
        	
                13.13

              	
                Remedies
      cumulative:

              


      

       

      
        	
                 
      

              	
                 (a)

              	
                The
      rights of the parties under this Agreement are
  cumulative.

              


      

       

      
        	
                 
      

              	
                 (b)

              	
                The
      parties do not exclude any rights provided by law, unless otherwise
      expressly stated in this Agreement.

              


      

       

      SIGNED

      


      
        
          
            
              
                
                  
                    	
                            COMVITA NEW ZEALAND
      LIMITED  

                          	by:	/s/
      Brett D. Hewlett
	 
      	 	
                            Signature of Authorised
      Signatory

                          
	 	 	 
	 
      	 	Brett
      D. Hewlett
	 
      	 	
                            Name
      of Authorised
Signatory

                          


                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    	
                            DERMA SCIENCES, INC
      

                          	by:	/s/
      Edward J. Quilty
	 
      	 	
                            Signature of Authorised
      Signatory

                          
	 	 	 
	 
      	 	Edward
      J. Quilty
	 
      	 	
                            Name
      of Authorised
Signatory

                          


                  

                

              

            

          

        

      

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    32

                  

                


        

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1

       

      PATENTS
AND PATENT APPLICATIONS

      


      
        
          
            
              
                	
                        Country

                      	 	
                        Comvita name and description

                      	 	
                        Number

                      
	 
      	 	 
      	 	 
      
	
                        Australia

                      	 	
                        Honey
      Wax and Oil Ointment

                      	 	
                        2003234758

                      
	 
      	 	 
      	 	 
      
	
                        Germany

                      	 	
                        Honey
      Wax and Oil Ointment

                      	 	
                        10337340

                      
	 
      	 	 
      	 	 
      
	
                        United
      Kingdom

                      	 	
                        Honey
      Wax and Oil Ointment

                      	 	
                        2391809

                      
	 
      	 	 
      	 	 
      
	
                        United
      States of America

                      	 	
                        Honey
      Wax and Oil Ointment

                      	 	
                        11/106,473

                      
	 
      	 	 
      	 	 
      
	
                        Australia

                      	 	
                        Hydrocolloid
      composition

                      	 	
                        2003234758

                      
	 
      	 	 
      	 	 
      
	
                        Europe

                      	 	
                        Hydrocolloid
      composition

                      	 	
                        06790431.8

                      
	 
      	 	 
      	 	 
      
	
                        United
      States of America

                      	 	
                        Hydrocolloid
      composition

                      	 	
                        12/091897

                      
	 
      	 	 
      	 	 
      
	
                        New
      Zealand

                      	 	
                        Apinate
      (Honey Impregnated Wound Dressing)

                      	 	
                        505514

                      
	 
      	 	 
      	 	 
      
	
                        Australia

                      	 	
                        Apinate
      (Honey Impregnated Wound Dressing)

                      	 	
                        2001-282707

                      
	 
      	 	 
      	 	 
      
	
                        Australia

                      	 	
                        Apinate
      (Honey Impregnated Wound Dressing)

                      	 	
                        2007100007

                      
	 
      	 	 
      	 	 
      
	
                        United
      States of America

                      	 	
                        Apinate
      (Honey Impregnated Wound Dressing)

                      	 	
                        10/312,742

                      
	 
      	 	 
      	 	 
      
	
                        Canada

                      	 	
                        Apinate
      (Honey Impregnated Wound Dressing)

                      	 	
                        2415272

                      
	 
      	 	 
      	 	 
      
	
                        Japan

                      	 	
                        Apinate
      (Honey Impregnated Wound Dressing)

                      	 	
                        2002-505050

                      
	 
      	 	 
      	 	 
      
	
                        Europe

                      	 	
                        Manusorb
      (Wound Dressings)

                      	 	
                        02804300.8

                      
	 
      	 	 
      	 	 
      
	
                        United
      States of America

                      	 	
                        Manusorb
      (Wound Dressings)

                      	 	
                        12/108421

                      
	 
      	 	 
      	 	 
      
	
                        Canada

                      	 	
                        Manusorb
      (Wound Dressings)

                      	 	
                        2,469,033

                      
	 
      	 	 
      	 	 
      
	
                        Australia

                      	 	
                        Manusorb
      (Wound Dressings)

                      	 	
                        2002365662

                      
	 
      	 	 
      	 	 
      
	
                        New
      Zealand

                      	 	
                        Manusorb
      (Wound Dressings)

                      	 	
                        545248

                      
	 
      	 	 
      	 	 
      
	
                        Europe

                      	 	
                        Manugel
      (Use of Honey in Medical Dressings)

                      	 	
                        1237561

                      
	 
      	 	 
      	 	 
      
	
                        Australia

                      	 	
                        Manugel
      (Use of Honey in Medical Dressings)

                      	 	
                        781878

                      
	 
      	 	 
      	 	 
      
	
                        United
      States of America

                      	 	
                        Manugel
      (Use of Honey in Medical Dressings)

                      	 	
                        6,956,144

                      


              

            

          

        

      

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    33

                  

                


        

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        Country

                      	 	
                        Comvita name and description

                      	 	
                        Number

                      
	 
      	 	 
      	 	 
      
	
                        Canada

                      	 	
                        Manugel
      (Use of Honey in Medical Dressings)

                      	 	
                        2,397,614

                      
	 
      	 	 
      	 	 
      
	
                        Japan

                      	 	
                        Manugel
      (Use of Honey in Medical Dressings)

                      	 	
                        2001-543121

                      
	 
      	 	 
      	 	 
      
	
                        Singapore

                      	 	
                        Manugel
      (Use of Honey in Medical Dressings)

                      	 	
                        89560

                      
	 
      	 	 
      	 	 
      
	
                        South
      Africa

                      	 	
                        Manugel
      (Use of Honey in Medical Dressings)

                      	 	
                        2002/4615

                      
	 
      	 	 
      	 	 
      
	
                        New
      Zealand

                      	 	
                        Manugel
      (Use of Honey in Medical Dressings)

                      	 	
                        501687

                      
	 
      	 	 
      	 	 
      
	
                        New
      Zealand

                      	 	
                        Wound
      Closure Dressing (Wound Closure Dressing)

                      	 	
                        533121

                      
	 
      	 	 
      	 	 
      
	
                        Australia

                      	 	
                        Wound
      Closure Dressing (Wound Closure Dressing)

                      	 	
                        2005244719

                      
	 
      	 	 
      	 	 
      
	
                        New
      Zealand

                      	 	
                        Honey
      Gel (A Medical Composition)

                      	 	
                        542258

                      
	 
      	 	 
      	 	 
      
	
                        Australia

                      	 	
                        Honey
      Gel (A Medical Composition)

                      	 	
                        2006288017

                      
	 
      	 	 
      	 	 
      
	
                        Canada

                      	 	
                        Honey
      Gel (A Medical Composition)

                      	 	
                        2621774

                      
	 
      	 	 
      	 	 
      
	
                        China

                      	 	
                        Honey
      Gel (A Medical Composition)

                      	 	
                        200680032701.7

                      
	 
      	 	 
      	 	 
      
	
                        Europe

                      	 	
                        Honey
      Gel (A Medical Composition)

                      	 	
                        060799584

                      
	 
      	 	 
      	 	 
      
	
                        United
      States of America

                      	 	
                        Honey
      Gel (A Medical Composition)

                      	 	
                        12/066,077

                      


              

            

          

        

      

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    34

                  

                


        

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
2

       

      TRADE
MARKS

       

      Trade
marks:

       

      MEDIHONEY

       

      

       

      

       

      

       

      Trade
mark registrations and applications:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Country

                                	 	
                                  Number

                                	 	
                                  Mark

                                	 	
                                  Classes

                                
	 
      	 	 
      	 	 
      	 	 
      
	
                                  Australia

                                	 	
                                  1077514

                                	 	
                                  MEDIHONEY

                                	 	
                                  3,
      5, 30

                                
	 
      	 	 
      	 	 
      	 	 
      
	
                                  Australia

                                	 	
                                  703128

                                	 	
                                  

                                	 	
                                  5

                                
	 
      	 	 
      	 	 
      	 	 
      
	
                                  Australia

                                	 	
                                  861941

                                	 	
                                  

                                	 	
                                  3,
      30

                                
	 
      	 	 
      	 	 
      	 	 
      
	
                                  Canada

                                	 	
                                  553239

                                	 	
                                  

                                	 	
                                  5

                                
	 
      	 	 
      	 	 
      	 	 
      
	
                                  China

                                	 	
                                  4109683

                                	 	
                                  

                                	 	
                                  5

                                
	 
      	 	 
      	 	 
      	 	 
      
	
                                  China

                                	 	
                                  4109682

                                	 	
                                  

                                	 	
                                  30

                                
	 
      	 	 
      	 	 
      	 	 
      
	
                                  China

                                	 	
                                  4109684

                                	 	
                                  

                                	 	
                                  3

                                
	 
      	 	 
      	 	 
      	 	 
      
	
                                  China

                                	 	
                                  7147550

                                	 	
                                  

                                	 	
                                  3

                                
	 
      	 	 
      	 	 
      	 	 
      
	
                                  China

                                	 	
                                  7147548

                                	 	
                                  

                                	 	
                                  5

                                


                        

                      

                    

                  

                

              

            

          

        

      

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    35

                  

                


        

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    	
                            Country

                          	 	
                            Number

                          	 	
                            Mark

                          	 	
                            Classes

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            China

                          	 	
                            7147549

                          	 	
                            

                          	 	
                            30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Hong
      Kong

                          	 	
                            2001B01778

                          	 	
                            

                          	 	
                            5

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Hong
      Kong

                          	 	
                            301205487

                          	 	
                            

                          	 	
                            3,
      5, 30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            India

                          	 	
                            1286029

                          	 	
                            

                          	 	
                            3

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            India

                          	 	
                            1286030

                          	 	
                            

                          	 	
                            5

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            India

                          	 	
                            1286031

                          	 	
                            

                          	 	
                            30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Japan

                          	 	
                            11-106028

                          	 	
                            

                          	 	
                            5

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            South
      Korea

                          	 	
                            40-2003-0040869

                          	 	
                            

                          	 	
                            3

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            South
      Korea

                          	 	
                            40-2003-0040870

                          	 	
                            

                          	 	
                            5

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            South
      Korea

                          	 	
                            40-2003-0040871

                          	 	
                            

                          	 	
                            30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Malaysia

                          	 	
                            2004-09060

                          	 	
                            

                          	 	
                            30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Malaysia

                          	 	
                            2004-09061

                          	 	
                            

                          	 	
                            5

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Malaysia

                          	 	
                            2004-09062

                          	 	
                            

                          	 	
                            3

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            New
      Zealand

                          	 	
                            735743

                          	 	
                            

                          	 	
                            3,
      5, 30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            New
      Zealand

                          	 	
                            605127

                          	 	
                            

                          	 	
                            5

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Norway

                          	 	
                            227059

                          	 	
                            

                          	 	
                            3,
      5, 30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Singapore

                          	 	
                            T0003651D

                          	 	
                            

                          	 	
                            5

                          


                  

                

              

            

          

        

      

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    36

                  

                


        

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    	
                            Country

                          	 	
                            Number

                          	 	
                            Mark

                          	 	
                            Classes

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Thailand

                          	 	
                            584169

                          	 	
                            

                          	 	
                            3

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Thailand

                          	 	
                            584170

                          	 	
                            

                          	 	
                            05

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Thailand

                          	 	
                            584171

                          	 	
                            

                          	 	
                            30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Taiwan

                          	 	
                            01150454

                          	 	
                            

                          	 	
                            5

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Taiwan

                          	 	
                            01152039

                          	 	
                            

                          	 	
                            30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Taiwan

                          	 	
                            01140175

                          	 	
                            

                          	 	
                            3

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            Taiwan

                          	 	
                            97044374

                          	 	
                            

                          	 	
                            3,
      5, 30

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            United
      States of America

                          	 	
                            2694376

                          	 	
                            

                          	 	
                            5

                          
	 
      	 	 
      	 	 
      	 	 
      
	
                            European
      Union

                          	 	
                            001386259

                          	 	
                            

                          	 	
                            05

                            30

                            32

                          


                  

                

              

            

          

        

      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      37

                    

                  


          

        

         


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
3

       

      LICENSED
PRODUCTS

      


      Honey
impregnated non adhesive alginates

      
        	
                 
      

              	
                ·

              	
                rope
      – 31012

              


      

      
        	
                 
      

              	
                ·

              	
                2x2”
      (5x5cm) – 31022,

              


      

      
        	
                 
      

              	
                ·

              	
                4x5”
      – 31045

              


      

      
        	
                 
      

              	
                ·

              	
                10x10cm

              


      

      


      Honey
impregnated tulle type dressings

      
        	
                 
      

              	
                ·

              	
                Actilite
      2x2” (5x5cm)

              


      

      
        	
                 
      

              	
                ·

              	
                Actilite
      10x10cm

              


      

      
        	
                 
      

              	
                ·

              	
                Actilite
      4x5”

              


      

      
        	
                 
      

              	
                ·

              	
                Gauze
      2x2” (5x5cm)

              


      

      
        	
                 
      

              	
                ·

              	
                Gauze
      10x10cm

              


      

      
        	
                 
      

              	
                ·

              	
                Gauze
      4x5”

              


      

      


      Honeycolloid
non-adhesive sheets

      
        	
                 
      

              	
                ·

              	
                2x2”
      (5x5cm) – 31222

              


      

      
        	
                 
      

              	
                ·

              	
                10x10cm

              


      

      
        	
                 
      

              	
                ·

              	
                4x5”
      – 31245)

              


      

      


      Honeycolloid
adhesive sheets

      
        	
                 
      

              	
                ·

              	
                2x2”
      (5x5cm) – 31422

              


      

      
        	
                 
      

              	
                ·

              	
                10x10cm

              


      

      
        	
                 
      

              	
                ·

              	
                4x5”
      – 31445

              


      

      


      100%
Honey in tubes

      
        	
                 
      

              	
                ·

              	
                10g

              


      

      
        	
                 
      

              	
                ·

              	
                20g

              


      

      
        	
                 
      

              	
                ·

              	
                25g

              


      

      
        	
                 
      

              	
                ·

              	
                50g

              


      

      
        	
                 
      

              	
                ·

              	
                1oz
      (28.35g) – 31501

              


      

      
        	
                 
      

              	
                ·

              	
                1.5oz
      (42.52g) - 31515

              


      

      
        	
                 
      

              	
                ·

              	
                3oz
      (85.05g) -31530

              


      

      


      Medihoney
Gel (honey with gelling agents) in tubes

      
        	
                 
      

              	
                ·

              	
                10g

              


      

      
        	
                 
      

              	
                ·

              	
                20g

              


      

      
        	
                 
      

              	
                ·

              	
                25g

              


      

      
        	
                 
      

              	
                ·

              	
                50g

              


      

      
        	
                 
      

              	
                ·

              	
                1oz
      (28.35g) – 31501

              


      

      
        	
                 
      

              	
                ·

              	
                1.5oz
      (42.52g)

              


      

      
        	
                 
      

              	
                ·

              	
                3.0oz
      (85.05g)

              


      

      
        
           

          
            

          

        

        
          
            	
                    exhibit
      10.01 licence agmt with redactions

                  	
                    Licence
      Agreement

                  	
                    
                      38

                    

                  


          

        

        


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Hydrogel-based
honey Adhesive and/or non-adhesive dressings

      
        	
                 
      

              	
                ·

              	
                2x2”
      (5x5cm)

              


      

      
        	
                 
      

              	
                ·

              	
                10x10cm

              


      

      
        	
                 
      

              	
                ·

              	
                4x5”

              


      

      


      Derma
Cream in tubes

      
        	
                 
      

              	
                ·

              	
                15g

              


      

      
        	
                 
      

              	
                ·

              	
                20g

              


      

      
        	
                 
      

              	
                ·

              	
                50g

              


      

      
        	
                 
      

              	
                ·

              	
                1oz
      (28.35g) – 31501

              


      

      
        	
                 
      

              	
                ·

              	
                1.5oz
      (42.52g)

              


      

      
        	
                 
      

              	
                ·

              	
                3.0oz
      (85.05g)

              


      

      


      Barrier
Cream in tubes

      
        	
                 
      

              	
                ·

              	
                15g

              


      

      
        	
                 
      

              	
                ·

              	
                20g

              


      

      
        	
                 
      

              	
                ·

              	
                50g

              


      

      
        	
                 
      

              	
                ·

              	
                1oz
      (28.35g) – 31501

              


      

      
        	
                 
      

              	
                ·

              	
                1.5oz
      (42.52g)

              


      

      
        	
                 
      

              	
                ·

              	
                3.0oz
      (85.05g)

              


      

      


      Sticking
plasters

      
        	
                 
      

              	
                ·

              	
                Multiple
      sizes of sticking plasters that include Medical
  Honey.

              


      

       

      Hydrogrel

      
        	
                 
      

              	
                ·

              	
                3.8cm,
      Sterile 1’s, 10/box

              


      

      
        	
                 
      

              	
                ·

              	
                7cm
      x 7cm, Sterile 1’s, 10/box

              


      

      
        	
                 
      

              	
                ·

              	
                11cm x 11cm, Sterile 1’s,
      10/box

              


      

      
        	
                 
      

              	
                ·

              	
                15.2cm x 22.9cm, Sterile 1’s,
      10/box

              


      

      
        	
                 
      

              	
                ·

              	
                7cm x 7cm, w/adhesive border,
      Sterile 1’s, 10/box

              


      

      
        	
                 
      

              	
                ·

              	
                11cm x 11cm, w/adhesive border,
      Sterile 1’s, 10/box

              


      

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    39

                  

                


        

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
4

       

      MEDICAL
HONEY SPECIFICATIONS

       

      The
specifications that Medical Honey must comply with in terms of content, quality
and essential features are those specifications set out in Comvita’s Product
Specifications numbered 4460A-002, 3980A-001, 4040A-001 and 4124A-001 and
Comvita’s Product Information Sheet for Medical Honey 12+ (Code 743), copies of
which are attached as an exhibit hereto, as may be updated or revised by Comvita
from time to time after consultation with Derma Sciences.

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    40

                  

                


        

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
5

       

      OTC
PRODUCTS

       

      100%
Honey in tubes (maximum retail sale carton up to 10 units)

      
        	
                 
      

              	
                ·

              	
                25g

              


      

      
        	
                 
      

              	
                ·

              	
                1oz
      (28.35g) – 31501

              


      

      
        	
                 
      

              	
                ·

              	
                1.5oz
      (42.52g) – 31515

              


      

      
        	
                 
      

              	
                ·

              	
                50g

              


      

      
        	
                 
      

              	
                ·

              	
                3oz
      (85.05g) -31530

              


      

      


      Medihoney
Gel (honey with gelling agents) in tubes (maximum retail sale carton up to 10
units)

      
        	
                 
      

              	
                ·

              	
                25g

              


      

      
        	
                 
      

              	
                ·

              	
                1oz
      (28.35g) – 31501

              


      

      
        	
                 
      

              	
                ·

              	
                1.5oz
      (42.52g) – 31515

              


      

      
        	
                 
      

              	
                ·

              	
                50g

              


      

      
        	
                 
      

              	
                ·

              	
                3oz
      (85.05g) -31530

              


      

      


      Derma
Cream in tubes (maximum retail sale carton up to 10 units)

      
        	
                 
      

              	
                ·

              	
                15g

              


      

      
        	
                 
      

              	
                ·

              	
                20g

              


      

      
        	
                 
      

              	
                ·

              	
                1oz
      (28.35g) – 31501

              


      

      
        	
                 
      

              	
                ·

              	
                1.5oz
      (42.52g)

              


      

      
        	
                 
      

              	
                ·

              	
                50g

              


      

      
        	
                 
      

              	
                ·

              	
                3.0oz
      (85.05g)

              


      

      


      Barrier
Cream in tubes (maximum retail sale carton up to 10 units)

      
        	
                 
      

              	
                ·

              	
                15g

              


      

      
        	
                 
      

              	
                ·

              	
                20g

              


      

      
        	
                 
      

              	
                ·

              	
                1oz
      (28.35g) – 31501

              


      

      
        	
                 
      

              	
                ·

              	
                1.5oz
      (42.52g)

              


      

      
        	
                 
      

              	
                ·

              	
                50g

              


      

      
        	
                 
      

              	
                ·

              	
                3.0oz
      (85.05g)

              


      

      


      Sticking
plasters

      
        	
                 
      

              	
                ·

              	
                Multiple
      sizes up to 25cm2
      honeycolloid or similar patch size with maximum retail box size of 99
      “sticking plaster” units

              


      

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    41

                  

                


        

      

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
6

       

      MINIMUM
ROYALTY

       

      
        
          
            	
                    Calendar Year

                  	 	
                    Minimum Royalty To Pay

                  
	 
      	 	 
      
	
                    2010

                  	 	
                    [*]

                  
	 
      	 	 
      
	
                    2011

                  	 	
                    US$[*]

                  
	 
      	 	 
      
	
                    2012

                  	 	
                    US$[*]

                  
	 
      	 	 
      
	
                    2013

                  	 	
                    US$[*]

                  
	 
      	 	 
      
	
                    2014

                  	 	
                    US$[*]

                  
	 
      	 	 
      
	
                    2015
      and each successive calendar year afterwards

                  	 	
                    The
      minimum royalty will be the higher of:

                     

                    (a)      
      the amount of royalty that Derma Sciences would have paid on [*]% of the
      Net Sales Value actually generated by Derma Sciences in the previous
      calendar year; and

                     

                    (b)      
      US$[*].

                  


          

        

      

       

      For
example, if the Net Sales Value in 2014 was $[*] then the Minimum Royalty for
2015 would be the royalty payable on $[*] Net Sales Value ([*] x $[*] or
$[*]).

       

      [*]
Redacted pursuant to a request for confidential treatment submitted to the
SEC.

      
         

        
          

        

      

      
        
          	
                  exhibit
      10.01 licence agmt with redactions

                	
                  Licence
      Agreement

                	
                  
                    42