Unassociated Document


    
       

      Exhibit
10.02

    

    


    COMVITA
NEW ZEALAND LIMITED

     

    DERMA
SCIENCES, INC

    


    _______________________________________________

    


    RESTRAINT
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 intellectual property rights in or
      to the Licensed Products.

            


    

     

    
      	
              B.

            	
              Comvita
      has agreed to grant to Derma Sciences an exclusive licence in the
      Territory to make, use, import, offer to Supply and Supply Licensed
      Products.

            


    

     

    
      	
              C.

            	
              In
      consideration for Comvita being restrained in the Territory from itself
      using or licensing other persons to use those intellectual property rights
      to make, use, import, offer to Supply and Supply such Licensed Products,
      Derma Sciences has agreed to pay to Comvita various restraint payments, on
      the terms and conditions 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;

            


    

     

    
      

    

    
      	
              exhibit 10.02 restraint agmt with redactions.doc

            	
              Restraint
      Agreement

            	
              2

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Control” means the ability
to:

     

    
      	
               
      

            	
              (a)

            	
              exercise
      power, directly or indirectly, to appoint a majority of the directors of
      Derma Sciences; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              otherwise
      direct or cause the direction of the management or policies of Derma
      Sciences,

            


    

     

    whether
through the ownership of voting securities, by contract or
otherwise;

     

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

     

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

     

    “Licensed Products” has the meaning given to
that term in the Licence Agreement but does not include any Licensed Products
that are also OTC Products;

     

    “Manufacturing Agreement” means the agreement
entered into between the parties and entitled “Manufacturing Agreement” and
dated on or about the date of this Agreement;

     

    “MAT Period” means a moving
annual total period, being any 12 month period ending on the last day of a
Reporting Period;

     

    “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;

     

    “Net Sales Value” has the
meaning given to that term in the Licence Agreement;

     

    “Notice” has the meaning given to
that term in clause 9.6(a);

     

    “Offering” means the public
offering of 972,000 shares of common stock and warrants to purchase 324,000
shares of common stock of Derma Sciences underwritten by Rodman &
Renshaw,LLC;

     

    “Offering Price” means the
price per share of common stock of Derma Sciences sold in the
Offering;

     

    “OTC Products” has the meaning
given to that term in the Licence Agreement;

     

    “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;

     

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

     

    “Reporting Period” has the
meaning given to that term in the Licence Agreement;

     

    “Supply” has the meaning given to
that term in the Licence Agreement; and

     

    “Territory” has the meaning given to
that term in the Licence Agreement.

    
       

      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint Agreement

              	
                3

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              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 the 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 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

            


    

     

    
      	
               
      

            	
              (h)

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

            


    

     

    
      	
              2.

            	
              RESTRAINT
      AND CONSIDERATION

            


    

     

    
      	
              2.1

            	
              Restraint:  Comvita
      agrees that for the term of the Licence Agreement it may
    not:

            


    

     

    
      	
               
      

            	
              (a)

            	
              itself;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              license
      other persons to,

            


    

     

    make,
use, import, offer to Supply or Supply the Licensed Products in any country in
the Territory, for so long as the rights granted under clauses 2.1(a) and (c) of
the Licence Agreement remain exclusive in that country.

     

    
      	
              2.2

            	
              Consideration:

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      consideration for the restraint imposed on Comvita under clause 2.1, Derma
      Sciences will pay to Comvita the restraint payments specified in clause
      3.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      payments referred to in clause 2.2(a) will be made in cash, by the issue
      of shares and by the issue of warrants, as specified in clause
      3.

            


    

     

    
      	
              2.3

            	
              Milestone
      payments:  Because the consideration payable for the
      granting of the restraint under this Agreement is difficult to value,
      Derma Sciences and Comvita have agreed that payment is to be made when
      certain milestones have been met, as specified in clause
  3.

            


    

     

    
      	
              2.4

            	
              Lowest
      price:  It is agreed that the restraint payments referred
      to in clause 3 are the lowest price that the parties would have agreed
      upon for the restraint under the rules relating to the accrual treatment
      of income and expenditure in the Income Tax Act 2004 (NZ), and that on
      that basis no income or expenditure arises under those
    rules.

            


    

    
       

      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                4

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              PAYMENT
      OF CONSIDERATION

            


    

     

    
      	
              3.1

            	
              Payment:  The
      consideration for the restraint referred to in clause 2.1 will
      be:

            


    

     

    
      	
               
      

            	
              (a)

            	
              in
      the non-refundable and non-deductible amounts;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              paid
      on the dates or on achievement of the
  milestones,

            


    

     

    that are
specified in the following table:

     

    
      
        
          
            
              
                	
                        Date or Milestone

                      	 
      	
                        Consideration

                      
	 
      	 
      	 
      
	
                        Five
      Business Days following the commencement date of the Licence
      Agreement.

                      	 
      	
                        US$2.25
      million, payable in cash.

                         

                        US$2
      million payable by way of the issue to Comvita of 400,000 shares of new
      common stock in Derma Sciences and 133,333 warrants to purchase a share of
      such common stock upon the same terms and conditions as the warrants
      issued to the investors in the Offering.

                         

                        The
      issue of 100,000 warrants to Comvita,  each warrant entitling
      Comvita to subscribe for one new common share in Derma Sciences,
      exercisable at any time over a five year period commencing from the
      commencement date of the Licence Agreement, at a price per share equal to
      $6.25 per share.  The form of Warrant is attached hereto as
      Schedule 2.

                      
	 
      	 
      	 
      
	
                        [*]
      days following the last calendar month in a three consecutive calendar
      monthly period, where for each of those three calendar months the Net
      Sales Value generated under the Licence Agreement has exceeded
      US$[*].

                      	 
      	
                        US$[*]
      payable in cash.  For the avoidance of doubt, this consideration
      is payable only once.

                      
	 
      	 
      	 
      
	
                        On
      the earlier of the following:

                         

                        (a)  
      [*] days following the end of a MAT Period in which the Net Sales Value
      generated under the Licence Agreement has exceeded US$[*];
    and

                      	
                          

                      	
                        US$[*]
      payable in cash.  For the avoidance of doubt, this consideration
      is payable only
once.

                      


              

            

          

        

      

    

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

     

      

    

    
      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                5

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    (b)   in
      the event of a change in the Control of Derma Sciences or the assignment
      by Derma Sciences of any of its rights under the Licence Agreement, at a
      time before the MAT Period in which the Net Sales Value generated under
      the Licence Agreement has exceeded US$[*]

                  	 
      	 
      
	 
      	 
      	 
      
	
                    On
      the earlier of the following:

                     

                    (a)   [*]
      days following the end of a MAT Period in which the Net Sales Value
      generated under the Licence Agreement has exceeded US$[*];
and

                     

                    (b)   in
      the event of a change in the Control of Derma Sciences or the assignment
      by Derma Sciences of any of its rights under the Licence Agreement, at a
      time after the MAT Period in which the Net Sales Value generated under the
      Licence Agreement has exceeded US$[*]

                  	 
      	
                    US$[*]
      payable in cash.  For the avoidance of doubt, this consideration
      is payable only once.

                  
	 
      	 
      	 
      
	
                    [*]
      days following the end of a MAT Period in which the Net Sales Value
      generated under the Licence Agreement has exceeded US$[*]

                  	 
      	
                    US$[*],
      payable in cash.  For the avoidance of doubt, this consideration
      is payable only once.

                  
	 
      	 
      	 
      
	
                    [*]
      days following the end of a MAT Period in which the Net Sales Value
      generated under the Licence Agreement has exceeded US$[*]

                  	 
      	
                    US$[*],
      payable in cash.  For the avoidance of doubt, this consideration
      is payable only once.

                  
	 
      	 
      	 
      
	
                    [*]
      days following the end of a MAT Period in which the Net Sales Value
      generated under the Licence Agreement has exceeded US$[*]

                  	
                      

                  	
                    US$[*],
      payable in cash.  For the avoidance of doubt, this consideration
      is payable only
once.

                  


          

        

      

    

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

     

    
      	
              3.2

            	
              Method of
      payment:  Derma Sciences will pay all cash sums payable
      under clause 3.1 in US dollars to the credit of a bank account to be
      designated in writing by Comvita.

            


    

    
       

        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                6

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.3

            	
              Taxes and
      deductions:

            


    

     

    
      	
               
      

            	
              (a)

            	
              All
      cash sums payable under clause 3.1 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.

            


    

     

    
      	
               
      

            	
              (b)

            	
              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.

            


    

     

    
      	
              3.4

            	
              Default
      interest:  If Derma Sciences fails to pay any cash sums
      payable under clause 3.1 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.

            


    

     

    
      	
              4.

            	
              SHARE
      MATTERS

            


    

     

    
      	
              4.1

            	
              Ranking:

            


    

     

    
      	
               
      

            	
              (a)

            	
              All
      new shares issued to Comvita pursuant to clause 3 must rank pari passu
      with all other common shares in Derma
Sciences.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Derma
      Sciences represents and warrants to Comvita that the capitalisation table
      attached as Schedule 1 is a summary of the capitalisation structure of
      Derma Sciences as at the Commencement
Date.

            


    

     

    
      	
              4.2

            	
              Subsidiary:  Comvita
      may direct by notice in writing to Derma Sciences that the shares,
      warrants or securities to be issued by Derma Sciences pursuant to clause
      3, or pursuant to clauses 4.3 or 4.4, be issued to a wholly owned
      subsidiary of Comvita.

            


    

     

    
      	
              4.3

            	
              Maintain proportional
      interest:  In the event Derma
  Sciences:

            


    

     

    
      	
               
      

            	
              (a)

            	
              issues
      any shares or warrants; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              subdivides,
      consolidates, purchases or otherwise acquires its
  shares,

            


    

     

    following
the Commencement Date, the number and issue price of shares to be issued and the
number and exercise price of the warrants to be issued, pursuant to clause 3
will be adjusted so that Comvita’s (or its wholly owned subsidiary’s)
proportional interest in Derma Sciences, following any such issue, subdivision,
consolidation, purchase or acquisition is preserved.

     

    
      	
              4.4

            	
              Offer of further securities:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Derma
      Sciences will ensure that for so long as Comvita, or a wholly owned
      subsidiary of Comvita:

            


    

     

    
      	
               
      

            	
              (i)

            	
              remains
      a shareholder in Derma Sciences;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              holds
      a minimum of 10% of the then currently issued common shares of Derma
      Sciences,

            


    

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                7

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    in the
event that Derma Sciences issues any shares, warrants, options or other
securities for any reason whatsoever, Comvita must also be offered securities at
the same price and on the same terms and conditions as that price and those
terms and conditions offered, so that Comvita (or its wholly owned subsidiary)
would, if it accepted the offer, maintain its existing voting or distribution
rights.

     

    
      	
               
      

            	
              (b)

            	
              Nothing
      in clause 4.4(a) will apply to any issue of shares, warrants or options to
      executive staff, board members, employees and consultants of Derma
      Sciences as part of their remuneration packages, provided the terms of
      such issue of shares or options have obtained all applicable corporate
      approvals and are fair and reasonable to Derma Sciences and its
      shareholders.

            


    

     

    
      	
              5.

            	
              WARRANTIES

            


    

     

    
      	
              5.1

            	
              No obligation to issue to
      others:  Except as set forth in its Securities and
      Exchange Commission filings, and except in respect of its obligations to
      Comvita under this Agreement, Derma Sciences warrants and represents to
      Comvita that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              it
      is not under any obligation to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              issue
      any shares to any person or persons;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              otherwise
      alter the structure of any part of its unissued share
    capital;

            


    

     

    
      	
               
      

            	
              (b)

            	
              no
      options or warrants exist (nor is Derma Sciences under any obligation to
      give any option or warrant) over any part of its unissued share capital;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              it
      has not offered to do any of the things specified in paragraphs (a) and
      (b) above.

            


    

     

    
      	
              5.2

            	
              Power to
      enter:  Derma Sciences warrants that it has the power to
      enter into this Agreement and to make the restraint payments referred to
      in clause 3 in the manner specified in clause 3, and has obtained all
      necessary corporate approvals or consents to enable it to do
      so.

            


    

     

    
      	
              6.

            	
              TERM
      AND TERMINATION

            


    

     

    
      	
              6.1

            	
              Commencement and
      term:  This Agreement will come into effect on the
      Commencement Date and will continue in full force and effect for so long
      as the Licence Agreement remains in full force and effect, unless earlier
      terminated pursuant to clauses 6.2 or
6.3.

            


    

     

    
      	
              6.2

            	
              Early
      termination:  Without prejudice to any other right or
      remedy it may have, Comvita may immediately terminate this Agreement at
      any time by giving to Derma Sciences notice in writing
  if:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Derma
      Sciences does not provide in full any of the consideration payable or to
      be provided under clause 3 by the relevant date (except for any amounts
      that are disputed by Derma Sciences in good faith);
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      failure is not remedied within ten Business Days of Derma Sciences
      receiving written notice specifying the failure and requiring its
      remedy.

            


    

     

    
      	
              6.3

            	
              Termination of Licence
      Agreement: This Agreement will immediately terminate in the event
      of termination of the Licence Agreement for any
  reason.

            


    

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                8

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              6.4

            	
              Consequences of
      termination:

            


    

     

    
      	
               
      

            	
              (a)

            	
              On
      termination of this Agreement pursuant to clause
  6.2:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Licence Agreement, Medical Honey Supply Agreement and R&D Agreement
      will immediately terminate; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              either
      party may elect to terminate the Manufacturing Agreement by notice in
      writing to the other.

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
               
      

            	
              (i)

            	
              Derma
      Sciences will remain obliged to provide in full any of the consideration
      payable or to be provided under clause 3 where the event giving rise to
      the obligation has occurred;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              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;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      provisions of clauses 3.4, 5, 6.4, 8 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

            


    

     

    
      	
               
      

            	
              (iv)

            	
              subject
      to this clause 6.4, 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.

            


    

     

    
      	
              7.

            	
              DISPUTES

            


    

     

    
      	
              7.1

            	
              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
7.

            


    

     

    
      	
              7.2

            	
              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
7.

            


    

     

    
      	
              7.3

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

            


    

     

    
      	
              7.4

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

            


    

    
      

        

      

      
        	
                exhibit 10.02 restraint agmt with
      redactions.doc

              	
                Restraint
      Agreement

              	
                9

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              7.5

            	
              Arbitration
      procedure:  In any arbitration commenced pursuant to this
      clause 7:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      number of arbitrators will be three;
and

            


    

     

    
      	
               
      

            	
              (b)

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

            


    

     

    
      	
              7.6

            	
              Interlocutory
      relief:  Nothing in this clause 7 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.

            


    

     

    
      	
              8.

            	
              GENERAL

            


    

     

    
      	
              8.1

            	
              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.  

            


    

     

    
      	
              8.2

            	
              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.

            


    

     

    
      	
              8.3

            	
              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.

            


    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              8.4

            	
              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.

            


    

     

    
      	
              8.5

            	
              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.

            


    

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                10

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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.

            


    

     

    
      	
              8.6

            	
              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 8.6(b);
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              marked
      for the attention of the person or office holder (if any) specified in
      clause 8.6(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 Center

    Suite
300

    Princeton

    New
Jersey 08540

    United
States of America

    


    
      	
               
      

            	
              Facsimile:

            	
              +1
      609 514-8554

            


    

    
      	
               
      

            	
              Attention:

            	
              Chief
      Executive Officer

            


    

     

    
      	
               
      

            	
              (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.

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                11

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              Despite
      clauses 8.6(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.

            


    

     

    
      	
              8.7

            	
              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.

            


    

     

    
      	
              8.8

            	
              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.

     

    
      	
              8.9

            	
              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.

            


    

     

    
      	
              8.10

            	
              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.

            


    

     

    
      	
               
      

            	
              (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.

            


    

     

    
      	
              8.11

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

            


    

     

    
      	
              8.12

            	
              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.

            


    

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                12

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    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 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                13

              



        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    SCHEDULE
1

     

    DERMA
SCIENCES CAPITALISATION TABLE

    


    The
capitalization of Derma Sciences is as set forth in the Final Prospectus
relating to the Offering dated February 16, 2010 and filed with the United
States Securities and Exchange Commission on February 18, 2010 ( Registration
Nos. 333-163127 and 333-164942). See Capitalization, page 11. The Prospectus is
accessible via www.sec.gov.

    


    The
information concerning warrants and stock options contained in the Notes to
Financial Statements contained in the Prospectus have been adjusted to account
for a 1 for 8 reverse stock split approved by Derma Sciences shareholders
and made effective by the Board of Directors on February 1, 2010

    


    As set
forth in the Prospectus, the underwriter has a 45 day option to purchase up to
an additional 145,800 shares of common stock and warrants to purchase up to an
additional 48,600 shares of common stock to cover over
allotments.  

    


    On
February 22, 2010, the underwriter exercised its over-allotment option to
purchase 145,800 shares of common stock and 48,600 warrants

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                14

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2

     

    FORM
OF WARRANT


     

    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

    EXERCISE
ARE SUBJECT TO THE RESTRICTIONS ON

    TRANSFER SET FORTH IN
SECTION 4 OF THIS WARRANT

    


    
      	
              Warrant
      No.:  N-001

            	
              Number
      of Shares:  ___,___

              (subject
      to adjustment)

            
	
              Date
      of Issuance:  February __, 2010

               

              Original
      Issue Date (as defined in subsection

              2(a)):  February __, 2010

            	 
      


    

     

    Derma Sciences
Inc.

     

    Common Stock Purchase
Warrant

     

    (Void
after February __, 2015)

     

    Derma
Sciences Inc., a Pennsylvania corporation (the “Company”), for value
received, hereby certifies that Comvita New Zealand Limited,
or its registered assigns (the “Registered Holder”),
is entitled, subject to the terms and conditions set forth below, to purchase
from the Company, at any time or from time to time on or after February __, 2010 and on or before 5:00
p.m. (Eastern time) on February
__, 2015 (the “Exercise Period”),
___,___
shares of Common Stock, $.01 par value per share, of the Company (the “Common Stock”), at a
purchase price of $____ per
share.  The shares purchasable upon exercise of this Warrant, and the
purchase price per share, each as adjusted from time to time pursuant to the
provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and
the “Purchase
Price,” respectively.

     

    
      	
               
      

            	
              1.

            	
              Exercise.

            


    

     

    (a)           Manner
of Exercise.  The Registered Holder may, at its option, elect to
exercise this Warrant, in whole or in part and at any time or from time to time
during the Exercise Period, by (i) delivery of a duly executed facsimile copy of
this Warrant with the purchase form appended hereto as Exhibit I, duly executed
by or on behalf of the Registered Holder, to the Company at the principal office
of the Company, or at such other office or agency of the Company as it may
designate by notice in writing to the Registered Holder at the address of the
Registered Holder appearing on the books of the Company and (ii) paying to the
Company  in full, at the same time the purchase form is delivered to
the Company, the Purchase Price in respect of the number of Warrant Shares
thereby purchased upon such exercise by wire transfer or cashier’s check drawn
on a United States bank in lawful money of the United States.  A
facsimile signature of the Registered Holder on the purchase form shall be
sufficient for purposes of exercising this Warrant.  Notwithstanding
anything herein to the contrary, the Registered Holder shall not be required to
physically surrender this Warrant to the Company until the Registered Holder has
purchased all of the Warrant Shares available hereunder and the Warrant has been
exercised in full, in which case, the Registered Holder shall surrender this
Warrant to the Company for cancellation within 3 trading days of the date the
final purchase form is delivered to the Company.  Partial exercises of
this Warrant resulting in purchases of a portion of the total number of Warrant
Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the
applicable number of Warrant Shares purchased.  The Registered Holder
and the Company shall maintain records showing the number of Warrant Shares
purchased and the date of such purchases.  The Company shall deliver
any objection to any purchase form within 1 trading day of receipt of such
notice.

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                15

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Issuance
of Certificates.  As soon as practicable after the exercise of this
Warrant, and in any event within three trading days thereafter (the “Delivery
Deadline”), the Company, at its expense, will cause to be issued in the name of,
and delivered to, the Registered Holder, or as the Registered Holder (upon
payment by the Registered Holder of any applicable transfer taxes) may direct, a
certificate or certificates for the number of full Warrant Shares to which the
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which the Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and

     

    (c)           Rescission
Rights. If the Company fails to cause its transfer agent to transmit to the
Registered Holder a certificate or certificates representing the Warrant Shares
pursuant to this Section 1 by the Delivery Deadline, then the Registered Holder
will have the right to rescind such exercise.

     

    (d)           Charges,
Taxes and Expenses.  Issuance of certificates for Warrant Shares shall
be made without charge to the Registered Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Registered Holder or in such name or names as
may be directed by the Registered Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other than the name
of the Registered Holder, this Warrant when surrendered for exercise shall be
accompanied by an assignment form duly executed by the Registered Holder; and
the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto.

     

    (e)           Closing
of Books.  The Company will not close its stockholder books or records
in any manner which prevents the timely exercise of this Warrant, pursuant to
the terms hereof.

     

    
      	
               
      

            	
              2.

            	
              Adjustments.

            


    

     

    (a)           Adjustment
for Stock Dividends, Stock Splits and Combinations.  If the Company
shall at any time or from time to time after the date on which this Warrant was
first issued (or, if this Warrant was issued upon partial exercise of, or in
replacement of, another warrant of like tenor, then the date on which such
original warrant was first issued) (the “Original Issue Date”): (A) pays a stock
dividend or otherwise makes a distribution or distributions on shares of its
Common Stock or any other equity or equity equivalent securities payable in
shares of Common Stock (which, for avoidance of doubt, shall not include any
shares of Common Stock issued by the Company upon exercise of this Warrant), (B)
subdivides outstanding shares of Common Stock into a larger number of shares,
(C) combines (including by way of reverse stock split) outstanding shares of
Common Stock into a smaller number of shares, or (D) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then
in each case the Purchase Price shall be multiplied by a fraction the numerator
of which shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding immediately before such event and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
after such event and the number of shares issuable upon exercise of this Warrant
shall be proportionately adjusted such that the aggregate Purchase Price of this
Warrant shall remain unchanged.   Any adjustment under this
paragraph shall become effective after the record date for the determination of
the stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                16

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Adjustment
for Certain Dividends and Distributions.  In the event the Company at
any time, or from time to time after the Original Issue Date shall make or
issue, or fix a record date for the determination of holders of Common Stock
entitled to receive, a dividend or other distribution payable in additional
shares of Common Stock, then and in each such event the Purchase Price then in
effect immediately before such event shall be decreased as of the time of such
issuance or, in the event such a record date shall have been fixed, as of the
close of business on such record date, by multiplying the Purchase Price then in
effect by a fraction the numerator of which shall be the total number of shares
of Common Stock issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date and the denominator of
which shall be the total number of shares of Common Stock issued and outstanding
immediately prior to the time of such issuance or the close of business on such
record date.

     

    (c)           Adjustment
for Reorganization.  If there shall occur any reorganization,
recapitalization, reclassification, consolidation or merger involving the
Company in which the Common Stock is converted into or exchanged for securities,
cash or other property  (collectively, a “Reorganization”), then, upon
any subsequent exercise of this Warrant, the Registered Holder shall have the
right to receive the kind and amount of securities, cash or other property which
the Registered Holder would have been entitled to receive pursuant to such
Reorganization if such exercise had taken place immediately prior to such
Reorganization.  Notwithstanding the foregoing sentence, if (x) there
shall occur any Reorganization in which the Common Stock is converted into or
exchanged for anything other than solely equity securities, and (y) the common
stock of the acquiring or surviving company is publicly traded, then, as part of
such Reorganization, (i) the Registered Holder shall have the right thereafter
to receive upon the exercise hereof such number of shares of common stock of the
acquiring or surviving company as is determined by multiplying (A) the number of
shares of Common Stock subject to this Warrant immediately prior to such
Reorganization by (B) a fraction, the numerator of which is the Fair Market
Value (as defined in subsection 2(e) below) per share of Common Stock as of the
effective date of such Reorganization, and the denominator of which is the Fair
Market Value (as defined in subsection 2(e) below) per share of common stock of
the acquiring or surviving company as of the effective date of such transaction
and (ii) the exercise price per share of common stock of the acquiring or
surviving company shall be the Purchase Price divided by the fraction referred
to in clause (B) above.  In any such case, appropriate adjustment (as
determined in good faith by the Board) shall be made in the application of the
provisions set forth herein with respect to the rights and interests thereafter
of the Registered Holder, to the end that the provisions set forth in this
Section 2 (including provisions with respect to changes in and other adjustments
of the Purchase Price) shall thereafter be applicable, as nearly as reasonably
may be, in relation to any securities, cash or other property thereafter
deliverable upon the exercise of this Warrant.

     

    (d)           Certificate
as to Adjustments.  Upon the occurrence of each adjustment or
readjustment of the Purchase Price pursuant to this Section 2, the Company at
its expense shall, as promptly as reasonably practicable but in any event not
later than 10 days thereafter, compute such adjustment or readjustment in
accordance with the terms hereof and furnish to the Registered Holder a
certificate setting forth such adjustment or readjustment (including the kind
and amount of securities, cash or other property for which this Warrant shall be
exercisable and the Purchase Price) and showing in detail the facts upon which
such adjustment or readjustment is based.  The Company shall, as
promptly as reasonably practicable after the written request at any time of the
Registered Holder (but in any event not later than 10 days thereafter), furnish
or cause to be furnished to the Registered Holder a certificate setting forth
(i) the Purchase Price then in effect and (ii) the number of shares of Common
Stock and the amount, if any, of other securities, cash or property which then
would be received upon the exercise of this Warrant.

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                17

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (e)           “Fair Market Value”
means, for any security as of any date, the average of the closing sale prices
for such security for the immediately preceding five trading days on the NASDAQ
Stock Market, as reported by Bloomberg, or, if the NASDAQ Stock Market is not
the principal securities exchange or trading market for such security, the
average of the last sale prices of such security for the immediately preceding
five trading days on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg, or if the foregoing
do not apply, the average of the last sale prices of such security for the
immediately preceding five trading days in an over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg, or, if no
last sale price is reported for such security by Bloomberg, the average of the
ask prices of any market makers for such security for the immediately preceding
five trading days as reported in the "pink sheets" by Pink Sheets LLC (formerly
the National Quotation Bureau, Inc.).  If the Fair Market Value cannot
be calculated for a security on a particular date on any of the foregoing bases,
the Fair Market Value of such security on such date shall be the fair market
value as determined by the Board of Directors of the Company in good
faith.  All such determinations shall be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction
during the applicable calculation period.

     

    3.            Fractional
Shares.  The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall pay the value thereof to
the Registered Holder in cash on the basis of the Fair Market Value per share of
Common Stock, as determined pursuant to subsection 2(e) above. 

     

    
      	
               
      

            	
              4.

            	
              Transfers,
      etc.

            


    

     

    (a)           Notwithstanding
anything to the contrary contained herein, this Warrant and the Warrant Shares
shall not be sold or transferred unless either (i) they first shall have been
registered under the Securities Act of 1933, as amended (the “Act”), or (ii)
such sale or transfer shall be exempt from the registration requirements of the
Act and the Company shall have been furnished with an opinion of legal counsel,
reasonably satisfactory to the Company, to the effect that such sale or transfer
is exempt from the registration requirements of the
Act.  Notwithstanding the foregoing, no registration or opinion of
counsel shall be required for (i) a transfer by a Registered Holder which is an
entity to a wholly owned subsidiary or affiliate of such entity, a transfer by a
Registered Holder which is a partnership to a partner of such partnership or a
retired partner of such partnership or to the estate of any such partner or
retired partner, or a transfer by a Registered Holder which is a limited
liability company to a member of such limited liability company or a retired
member or to the estate of any such member or retired member, provided that the
transferee in each case agrees in writing to be subject to the terms of this
Section 4, or (ii) a transfer made in accordance with Rule 144 under the
Act.

     

    (b)           Each
certificate representing Warrant Shares shall bear a legend substantially in the
following form:

     

    
      	
              “The securities
      represented hereby have not been registered under the Securities Act of
      1933, as amended, or any state securities laws and neither the securities
      nor any interest therein may be offered, sold, transferred, pledged or
      otherwise disposed of except pursuant to an effective registration under
      such act or an exemption from registration, which, in the opinion of
      counsel reasonably satisfactory to counsel for this corporation, is
      available.”

            


    

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                18

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           No
Impairment.  The Company will not, by amendment of its charter
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Registered Holder against
impairment.  Without limiting the generality of the foregoing, the
Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.Notices of Record Date,
etc.  In the event:

     

    (a)           the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling or enabling them to receive any dividend or other distribution, or
to receive any right to subscribe for or purchase any shares of stock of any
class or any other securities, or to receive any other right; or

     

    (b)           of
any capital reorganization of the Company, any reclassification of the Common
Stock of the Company, any consolidation or merger of the Company with or into
another corporation, or any transfer of all or substantially all of the assets
of the Company; or

     

    (c)           of
the voluntary or involuntary dissolution, liquidation or winding-up of the
Company,

     

    then, and
in each such case, the Company will mail or cause to be mailed to the Registered
Holder a notice specifying, as the case may be, (i) the record date for such
dividend, distribution or right, and the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up.  Such notice shall be sent at least 20 calendar days prior
to the record date or effective date for the event specified in such
notice.

     

    6.           Reservation of
Stock.  The Company will at all times reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
such number of Warrant Shares as from time to time shall be issuable upon the
exercise of this Warrant. The Company further covenants that its issuance of
this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the trading market upon which the Common Stock may be
listed.  The Company covenants that all Warrant Shares which may be
issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with
such issue).

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                19

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.           Replacement of
Warrants.  Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant or any
stock certificate relating to the Warrant Shares and (in the case of loss, theft
or destruction) upon delivery of an indemnity agreement (with surety if
reasonably required) in an amount reasonably satisfactory to the Company (which,
in the case of the Warrant, shall not include the posting of any bond), or (in
the case of mutilation) upon surrender and cancellation of this Warrant, the
Company will issue, in lieu thereof, a new Warrant of like tenor and dated as of
such cancellation, in lieu of such Warrant or stock certificate.

     

    8.           Notices.  All
notices and other communications from the Company to the Registered Holder in
connection herewith shall be mailed by certified or registered mail, postage
prepaid, or sent via a reputable nationwide overnight courier service
guaranteeing next business day delivery, to the address last furnished to the
Company in writing by the Registered Holder.  All notices and other
communications from the Registered Holder to the Company in connection herewith
shall be mailed by certified or registered mail, postage prepaid, or sent via a
reputable nationwide overnight courier service guaranteeing next business day
delivery, to the Company at its principal office located at 214 Carnegie Center,
Suite 300, Princeton, New Jersey 08540 attn: Chief Financial Officer. If the
Company should at any time change the location of its principal office to a
place other than as set forth below, it shall give prompt written notice to the
Registered Holder and thereafter all references in this Warrant to the location
of its principal office at the particular time shall be as so specified in such
notice. All such notices and communications shall be deemed delivered one
business day after being sent via a reputable international overnight courier
service guaranteeing next business day delivery.

     

    9.           No Rights as
Stockholder.  Until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as a
stockholder of the Company.  Notwithstanding the foregoing, in the
event (i) the Company effects a split of the Common Stock by means of a stock
dividend and the Purchase Price of and the number of Warrant Shares are adjusted
as of the date of the distribution of the dividend (rather than as of the record
date for such dividend), and (ii) the Registered Holder exercises this Warrant
between the record date and the distribution date for such stock dividend, the
Registered Holder shall be entitled to receive, on the distribution date, the
stock dividend with respect to the shares of Common Stock acquired upon such
exercise, notwithstanding the fact that such shares were not outstanding as of
the close of business on the record date for such stock dividend.

     

    10.           Amendment or
Waiver.  This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the
Holder.

     

    11.           Dispute
Resolution.  In the case of a dispute as to the determination
of the Purchase Price or the arithmetic calculation of the Warrant Shares, the
Company shall submit the disputed determinations or arithmetic calculations via
facsimile within two business days of receipt of the Purchase Form giving rise
to such dispute, as the case may be, to the Registered Holder.  If the
Holder and the Company are unable to agree upon such determination or
calculation of the Purchase Price or the Warrant Shares within three business
days of such disputed determination or arithmetic calculation being submitted to
the Registered Holder, then the Company shall, within two business days submit
via facsimile (a) the disputed determination of the Purchase Price to an
independent, reputable investment bank selected by the Company and approved by
the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to
the Company's independent, outside accountant.  The Company, at the
Company's expense, shall use reasonable best efforts to cause at its expense the
investment bank or the accountant, as the case may be, to perform the
determinations or calculations and notify the Company and the Registered Holder
of the results no later than ten business days from the time it receives the
disputed determinations or calculations.  Such investment bank's or
accountant's determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error.

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                20

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    12.           Section
Headings.  The section headings in this Warrant are for the
convenience of the parties and in no way alter, modify, amend, limit or restrict
the contractual obligations of the parties.

     

    13.           Governing
Law.  This Warrant will be governed by and construed in
accordance with the internal laws of the State of New Jersey, United States
(without reference to the conflicts of law provisions thereof).

     

    14.           Facsimile Signatures.
This Warrant may be executed by facsimile signature.

     

    15.           Successors and
Assigns.  Subject to applicable securities laws, this Warrant
and the rights and obligations evidenced hereby shall inure to the benefit of
and be binding upon the successors of the Company and the successors and
permitted assigns of Registered Holder.  The provisions of this
Warrant are intended to be for the benefit of all Registered Holders from time
to time of this Warrant and shall be enforceable by the Holder or holder of
Warrant Shares.

     

    16.           Severability.  Wherever
possible, each provision of this Warrant shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.


     

    EXECUTED
as of the Date of Issuance indicated above.


     

    
      
        
          	 
      	
                  DERMA
      SCIENCES INC.

                
	 
      	 
      
	 
      	
                  By: 

                	 
      
	 
      	 
      	
                  Edward
      J. Quilty

                
	 
      	 
      	
                  President
      and Chief Executive
Officer

                


        

      

    

    


    ATTEST:

     

    
      
        
          	 
      
	
                  John
      E. Yetter, CPA

                
	
                  Vice
      President and Chief Financial
Officer

                


        

      

    

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                21

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
I

    PURCHASE
FORM

     

    
      	
              To:
      Derma Sciences Inc.

            	
              Dated:____________

            


    

     

    The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.
_________), hereby elects to purchase ____ shares of the Common Stock of Derma
Sciences Inc. covered by such Warrant.

    


    The
undersigned has made payment (by wire transfer or by cashier’s check) in lawful
money of the United States of America of the full purchase price for such shares
at the price per share provided for in such Warrant.

    


    
      
        
          
            
              	
                      Signature: 

                    	 
      
	 
      	 
      
	
                      Address:

                    	 
      
	 
      	 
      
	 
      	 
      


            

          

        

      

    

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint
      Agreement

              	
                22

              


      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
II

     

    ASSIGNMENT
FORM

     

    FOR VALUE
RECEIVED, ______________________________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the attached Warrant (No.
_____) with respect to the number of shares of Common Stock of Derma Sciences,
Inc. covered thereby set forth below, unto:

     

    
      
        
          	
                  Name of Assignee

                	 
      	
                  Address

                	 
      	
                  No. of Shares

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    

                	 
      	
                    

                	 
      


        

      

    

     

    Dated:_____________________

     

    Signature:________________________________

     

    Signature
Guaranteed:

     

    By:
_______________________

     

    [The
signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended.]

     

    
      
        

      

      
        	
                exhibit 10.02 restraint agmt with redactions.doc

              	
                Restraint Agreement

              	
                23