Exhibit 10.5   



CHANGE OF CONTROL
AGREEMENT 




	  	        This
Agreement, between Bradley Pharmaceuticals, Inc., a Delaware corporation with principal
executive offices located at 383 Route 46 West, Fairfield, New Jersey 07004 (the “Company”),
and Ralph Landau, Ph.D. (“Landau”), is made and entered into as of this 6th day
of December, 2005 (the “Effective Date”). 








R E C I T A L S  




        WHEREAS,
Landau is currently employed by the Company; 





        NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein, the
parties hereto agree as follows: 



	  	        1.1
Definition of Change of Control. For purposes of this Agreement, a “Change
of Control” shall mean: 









	 	                           (a)  	  	The
 acquisition  by an  individual,  entity or group  (within  the meaning of Section
                                    13(d)(3)  or  14(d)(2)  of the  Securities  Exchange
 Act of  1934,  as  amended  (the                                     “Exchange  Act”))
(a “Person”)  of  beneficial  ownership of any capital  stock of the
                                    Company if, after such acquisition,  such Person
beneficially owns (within the meaning                                     of Rule  13d-3
 promulgated  under the  Exchange  Act) 50% or more of  either  (x) the
                                    then-outstanding  shares of common  stock of the
 Company  (the  “Outstanding  Company                                     Common
 Stock”) or (y) subject to Section  1.1(d),  the  combined  voting power of the
                                    then-outstanding  securities of the Company entitled
to vote generally in the election                                     of directors (the
“Outstanding Company Voting Securities”);  provided,  however,  that
                                    for purposes of this subsection (a), the following
 acquisitions  shall not constitute                                     a Change of
Control Event:  (A) any acquisition  directly from the Company  (excluding
                                    an  acquisition  pursuant to the  exercise,
 conversion  or  exchange of any  security
                                    exercisable  for,  convertible  into  or
 exchangeable  for  common  stock  or  voting
                                    securities  of the Company,  unless the Person
 exercising,  converting  or exchanging                                     such security
 acquired such security  directly from the Company or an  underwriter or
                                    agent of the Company),  (B) any  acquisition by any
employee  benefit plan (or related                                     trust)  sponsored
or  maintained by the Company or any  corporation  controlled by the
                                    Company, or (C) any acquisition by any corporation
 pursuant to a Business Combination                                     (as defined
 below) which  complies with clauses (x) and (y) of subsection (c) of this
                                    definition; or 








 
	 	
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	 	                           (b)  	  	Subject
to Section  1.1(d),  such time as the Continuing  Directors (as defined below)
                                    do not constitute a majority of the Board of
Directors of the Company,  where the term                                     “Continuing
 Director” means at any date a member of the Board (x) who was a member of
                                    the Board on the date hereof or (y) who was
 nominated or elected  subsequent  to such                                     date by at
least a majority of the  directors  who were  Continuing  Directors  at the
                                    time of such  nomination or election or whose
election to the Board was recommended or                                     endorsed by
at least a majority of the directors who were Continuing  Directors at the
                                    time of such nomination or election;  provided,
 however, that there shall be excluded                                     from this
clause (y) any individual  whose initial  assumption of office occurred as a
                                    result of an actual or  threatened  election  contest
 with respect to the election or                                     removal  of
 directors  or other  actual or  threatened  solicitation  of  proxies  or
                                    consents, by or on behalf of a person other than the
Board; or 






	 	                           (c)  	  	The
 consummation  of a merger,  consolidation,  reorganization,  recapitalization  or
                                    share  exchange  involving  the  Company  or a sale
 or  other  disposition  of all or                                     substantially  all
of the assets of the Company (a  “Business  Combination”),  unless,
                                    immediately following such Business Combination,
 each of the following two conditions                                     is satisfied:
 (x) all or  substantially  all of the individuals and entities who were
                                    the beneficial owners of the Outstanding  Company
Common Stock and Outstanding Company                                     Voting
 Securities  immediately prior to such Business  Combination  beneficially own,
                                    directly or indirectly,  more than 50% of the
then-outstanding  shares of common stock                                     and the
combined  voting  power of the  then-outstanding  securities  entitled to vote
                                    generally in the election of  directors,
 respectively,  of the resulting or acquiring
                                    corporation in such Business Combination (which shall
include,  without limitation,  a                                     corporation  which
as a result of such  transaction  owns the Company or substantially
                                    all of the  Company’s  assets  either  directly
or through  one or more  subsidiaries)                                     (such
 resulting  or  acquiring  corporation  is referred to herein as the  “Acquiring
                                    Corporation”)  in  substantially  the  same
 proportions  as  their  ownership  of the
                                    Outstanding   Company  Common  Stock  and
 Outstanding   Company  Voting   Securities,
                                    respectively,  immediately  prior  to such  Business
 Combination  and  (y) no  Person                                     (excluding the
Acquiring  Corporation or any employee  benefit plan (or related trust)
                                    maintained or sponsored by the Company or by the
Acquiring  Corporation)  beneficially                                     owns,  directly
or indirectly,  50% or more of the  then-outstanding  shares of common
                                    stock  of  the  Acquiring  Corporation,  or  of  the
 combined  voting  power  of  the                                     then-outstanding
 securities  of such  corporation  entitled to vote  generally in the
                                    election of directors  (except to the extent that
such ownership  existed prior to the                                     Business
Combination). 








 
	 	
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	 	                           (d)  	  	During
the period in which Daniel Glassman                                     and his
affiliates own or control a majority                                     of the Company’s
Class B Common Stock                                     entitled to elect the majority
of the                                     Company’s Board of Directors, a
                                    “Change of Control” shall not be
                                    deemed to have occurred if Mr. Glassman and
                                    his affiliates caused, either by their
                                    action or inaction, the circumstances
                                    contemplated in either Sections 1.1(a)(y) or
                                    1.1(b) to occur. 








	  	        1.2
Definition of Cause. For purposes of this Agreement, “Cause” shall
mean any of the following: 







	 	                           (a)  	  	Landau’s
conviction for any felony; 








	 	                           (b)  	  	Landau’s
deliberate and continual                                     refusal to perform
satisfactorily employment                                     duties reasonably requested
by the Company                                     as provided herein after thirty (30)
                                    days’ written notice by certified mail
                                    of such failure, specifying that the failure
                                    constitutes Cause and the particulars of the
                                    failure (other than as a result of vacation,
                                    sickness, illness or injury); 








	 	                           (c)  	  	Landau’s
commission of fraud or                                     embezzlement determined in
accordance with                                     the Company’s normal, internal
                                    investigative procedures consistently
                                    applied in comparable situations; 








	 	                           (d)  	  	Landau’s
gross misconduct or gross                                     negligence having a
substantial adverse                                     effect on the Company’s
business; or 








	 	                           (e)  	  	Landau’s
material breach of this                                     Agreement. 








	  	        1.3
Definition of Good Reason. For purposes of this Agreement, “Good Reason” shall
mean, without Landau’s consent, the occurrence of any of the following circumstances
unless such circumstances are fully corrected prior to the expiration of the thirty (30)
day period following receipt by the Company of Landau’s notice of the existence of
circumstances that provide a basis for Landau to terminate his employment for Good
Reason, describing such circumstances in reasonable detail: 







	 	                           (a)  	  	a
substantial diminution or unreasonable                                     increase in
Landau’s duties,                                     responsibilities or authority,
taken as a                                     whole (except during periods when Landau
is                                     unable to perform all or substantially all
                                    of Landau’s duties or responsibilities
                                    as a result of Landau’s physical or
                                    mental incapacity); 








	 	                           (c)  	  	a
change in Landau’s principal place of                                     employment
to a location more than 50 miles                                     from its current
location; or 








	 	(d)  	  	a
material breach of this Agreement by the Company. 








 
	 	
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	  	        2.
Payment upon a Change of Control. If a Change of Control occurs, and if within twelve
months after the date on which the Change of Control occurs, Landau’s employment is
terminated by either the Company or Landau for any reason, except if by the Company for
Cause, then Landau will be entitled to: 









	 	                           (a)  	  	a
lump sum cash payment, payable within ten                                     (10)
business days after the date of                                     termination of Landau’s
employment                                     equal to the sum of: (i) any accrued but
                                    unpaid salary as of the date of such
                                    termination; (ii) any accrued but unpaid
                                    annual cash bonus payable under the
                                    Company’s EVA Bonus Program for any
                                    annual period ended prior to the date of
                                    such termination; and (iii) all expenses
                                    incurred for which documentation has been or
                                    will be provided in accordance with the
                                    Company’s policies but not yet
                                    reimbursed; 








	 	                           (b)  	  	a
lump sum cash payment, payable within ten                                     (10)
business days of the date that is six                                     (6) months
following the date of termination                                     (or, if Landau is
not considered a “key                                     employee” within the
meaning of Section                                     409A of the Internal Revenue Code
of 1986,                                     as amended (“Section 409A of the
                                    Code”) at the time of termination, the
                                    date Landau’s employment terminates),
                                    equal to the amount payable under the
                                    Company’s EVA Bonus Program for the
                                    annual period in which such termination
                                    occurs, as if Landau’s employment had
                                    not been terminated, prorated through the
                                    date of such termination; 








	 	                           (c)  	  	continuation
 of all perquisites  and other  Company-related  benefits to which Landau
                                    was  entitled as of the date of his  termination,
 including,  but not limited to, the                                     Company’s
bonus, health, welfare,  savings and other benefit and fringe benefit plans,
                                    including,  without  limitation,  the Company’s
EVA Bonus Plan,  401(k)  Savings Plan,                                     health,
 dental and eye insurance plans, life insurance plans and long-term disability
                                    plans,  in  which  senior  executives  of  the
 Company  are  generally   entitled  to                                     participate,
 subject,  at all  times,  to the terms  and  conditions  of such  plans,
                                    through  the end of the second  calendar  year
 following  the year in which  Landau’s
                                    employment  terminates,  if and to the extent the
 provision  of such  perquisites  or                                     benefits
complies with Section 409A of the Code; 








	 	                           (d)  	  	immediate
vesting of all of Landau’s                                     stock options,
warrants and any other equity                                     awards based on the
Company’s                                     securities, such as restricted stock,
                                    restricted stock units, stock appreciation
                                    rights, performance units, etc., all of
                                    which shall remain exercisable in accordance
                                    with the original terms on the date of
                                    grant, or, if later, the maximum date stock
                                    rights may be extended under Section 409A of
                                    the Code; 







	 	                           (e)  	  	continued
participation in, and continuation                                     by the Company of
the payment of the                                     relevant premiums applicable to,
the life                                     insurance  








 
	 	
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and
health, welfare and medical                                     insurance plans described
in Section 2(c) or                                     comparable plans at the Company’s
                                    expense (subject to the terms of the
                                    applicable plans) through the end of the
                                    second calendar year following the year in
                                    which Landau’s employment terminates,
                                    if and to the extent the provision of
                                    continued participation and payments of
                                    premiums complies with Section 409A of the
                                    Code; 








	 	                           (f)  	  	continued
participation, through the end of                                     the second calendar
year following the year                                     in which Landau’s
employment                                     terminates, of Landau and each of his
                                    dependents in all other Company-sponsored
                                    health, welfare and benefit plans or
                                    comparable plans at the Company’s
                                    expense (subject to the terms of the
                                    applicable plans) at the benefit levels in
                                    effect from time to time and with COBRA
                                    benefits commencing thereafter, if and to
                                    the extent the provision of continued
                                    benefits and benefit levels complies with
                                    Section 409A of the Code and any other
                                    applicable laws and regulations. 








	  	        In
addition to the foregoing payments and continuation of benefits, the Company shall pay
Landau a lump sum cash payment, payable within ten (10) business days of the date that is
six (6) months following the date of termination of Landau’s employment (or, if
Landau is not considered a “key employee” within the meaning of Section 409A of
the Code at the time of termination, the date Landau’s employment terminates), an
amount equal to the product of (I) two multiplied by (II) the sum of (1) Landau’s
then current annual salary pursuant and (2) the average amount paid to Landau under the
Company’s EVA Bonus Program with respect to the most recent three calendar years (or
such shorter period to coincide with Landau’s years of employment with the Company
prior to the end of the preceding calendar year). Additionally, immediately prior to a
Change of Control, all outstanding options to purchase the Company’s securities
shall become fully vested. 









	  	        Notwithstanding
 anything in this Agreement to the contrary, if at the time of termination,  Landau is a
“specified employee” or “key employee” who has experienced a “separation
from service,” each within the meaning of Section 409A of the Code, no payments or
benefits pursuant to this Agreement that are considered “deferred compensation” subject
to Section 409A of the Code shall be made prior to the date that is six (6) months after
the date of “separation from service” (or, if earlier, Landau’s date of
death), except as otherwise provided in the Code, Section 409A of the Code or any
regulations promulgated thereunder. In such event, the payments subject to the six (6)
month delay will be paid in a lump sum on the earliest permissible payment date. 







	  	        In
addition, to the extent that any payment or distribution of any type to or for Landau by
the Company (which for purposes of this Section 2 includes any parent, subsidiary or
affiliate of the Company), whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise (including, without limitation, any
accelerated vesting of stock options or other equity awards based on the Company’s
securities granted pursuant to this Agreement or otherwise) (collectively, the “Total
Payments”) is or will be subject to the excise tax (“Excise Tax”) imposed
under Section 4999 of the Code (or any successor to such Section), the Company shall pay
to Landau, prior to the time any Excise Tax is payable with respect to any of  









 
	 	
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such Total Payments (through
withholding or otherwise), an additional amount (a “Gross-Up Payment”) that,
after the imposition of all income, employment, excise and other taxes, penalties and
interest thereon, is equal to the sum of (i) the Excise Tax on such Total Payments plus
(ii) any penalty and interest assessments associated with such Excise Tax. The
determination of whether any portion of the Total Payments is subject to an Excise Tax
and, if so, the amount and time of any Gross-Up Payment pursuant to this Section 2, shall
be made by an independent auditor (the “Auditor”) jointly selected by Landau
and the Company and paid by the Company. If Landau and the Company cannot agree on the
firm to serve as the Auditor, then they shall each select an accounting firm and those
two firms shall jointly select the accounting firm to serve as the Auditor. Unless Landau
agrees otherwise in writing, the Auditor shall be a nationally recognized United States
public accounting firm that has not during the two years preceding the date of its
selection, acted in any way on behalf of the Company. Landau and the Company shall
cooperate with each other in connection with any proceeding or claim relating to the
existence or amount of any liability for Excise Tax. All reasonable expenses relating to
any such proceeding or claim (including attorneys’ fees and other expenses incurred
by Landau in connection therewith) shall be paid by the Company promptly upon demand by
Landau, and any such payment shall be subject to a Gross-Up Payment under this Section 2
in the event that Landau is subject to Excise Tax on it. 





	  	        3.
Covenant Not to Compete. Landau agrees that for a period of twelve (12) months
immediately following his termination of employment, Landau shall not directly or
indirectly for his own benefit or the benefit of others: 







	 	                           (a)  	  	render
services as an employee, officer,                                     agent, broker,
consultant, partner or                                     independent contractor for, or
be an owner                                     or stockholder of, a competing
organization                                     in connection with competing products,
                                    including but not limited to organizations
                                    engaged in the provision of dermatology,
                                    podiatry and gastroenterology pharmaceutical
                                    products; provided, however, that Landau may
                                    own five percent (5%) or less of the equity
                                    securities of any publicly-traded company; 






	 	                           (b)  	  	hire
or seek to persuade any employee of the                                     Company to
discontinue employment or to                                     become employed in a
competing organization                                     or seek to persuade any
independent                                     contractor or supplier to discontinue or
                                    limit its relationship with the Company; and 






	 	                           (c)  	  	solicit,
direct, take away or attempt to                                     take away any
business or customers of the                                     Company that existed or
did business with                                     the Company at the time of
termination of                                     Landau’s employment or within six
(6)                                     months prior thereto; 






provided, however, that such
restrictions shall not apply if Landau’s employment is (x) terminated without Cause
or (y) Landau terminates his employment for Good Reason, for both (x) and (y) within
twelve months following the date on which a Change of Control occurs. 





	  	        Landau
acknowledges that there are no additional compensation payments due him for the
non-competition restrictions set forth in this Section 3. 









 
	 	
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        4.
Entire Agreement  



	  	        The
terms of this Agreement are intended by the parties to be the final and exclusive
expression of their agreement with respect to the subject matter hereof and may not be
contradicted by evidence of any prior or contemporaneous statements or agreements. The
parties further intend that this Agreement shall constitute the complete and exclusive
statement of its terms and that no extrinsic evidence whatsoever may be introduced in any
judicial, administrative, or other legal proceeding involving this Agreement. This
Agreement supersedes any and all prior agreements, written or oral, between Landau and
the Company relating to the subject matter hereof, and all such prior agreements are
hereby terminated and of no further effect. 







        5.
Amendments, Waivers  



	  	        This
Agreement may not be modified, amended, or terminated except by an instrument in writing,
signed by Landau and by a duly authorized representative of the Company other than
Landau. No failure to exercise and no delay in exercising any right, remedy, or power
under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy or power under this Agreement preclude any other or further
exercise thereof, or the exercise of any other right, remedy or power provided herein or
by law or in equity. 







        6.
No Employment Contract Created.  



	  	        Nothing
contained in this Agreement shall be interpreted or construed as creating a contract of
employment between the Company and Landau or in any way requiring the Company to employ
Landau, or for Landau to remain in the employ of the Company, for any period of time.
Notwithstanding the terms of this Agreement, Landau at all times shall remain an at will
employee of the Company and, as such, either he or the Company may terminate his
employment with the Company at any time for any reason, subject to the terms of this
Agreement. 







        7.
Binding Agreement; Assignment  



	  	        This
Agreement shall inure to the benefit of and shall be binding upon the Company, its
successors and assigns and Landau and his heirs and representatives. Neither party may
assign any of its rights or obligations under this Agreement without the prior written
consent of the other party. 







        8.
Severability; Enforcement  



	  	        If
any provision of this Agreement, or the application thereof to any person, place, or
circumstance, shall be held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement and such provisions as applied to
other persons, places, and circumstances shall remain in full force and effect. Such
court shall have the authority to modify or replace the invalid or unenforceable term or
provision with one which most accurately represents the parties’ intention with
respect to the invalid or unenforceable term or provision. 









 
	 	
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        9.
Governing Law and Remedies  



	  	        The
validity, interpretation, enforceability, and performance of this Agreement shall be
governed by and construed in accordance with the laws of the State of New Jersey, without
giving effect to New Jersey’s choice of law rules. Landau hereby irrevocably submits
to the jurisdiction of the federal and state courts within New Jersey for the
determination of all disputes, suits or proceedings arising out of or relating to this
Agreement. 







	  	        Landau
acknowledges that a remedy at law for the breach or threatened breach by Landau of the
provision of Section 3 would be inadequate, and that such a breach would cause
irreparable harm to the Company. Landau therefore agrees that the Company shall be
entitled to injunctive relief in case of any such breach or threatened breach. 







        10.
Notices  



	  	        All
notices or demands of any kind required or permitted to be given by the Company or Landau
to the other under this Agreement shall be given in writing, addressed to the Company at
the address set forth in the Preamble to this Agreement and to Landau at his address as
listed on the Company’s payroll and shall be personally delivered, telecopied or
delivered by hand by a nationally recognized courier service guaranteeing overnight
delivery (in each case receipted for), or mailed by certified mail, return receipt
requested, postage prepaid. Any such written notice shall be deemed received when
personally delivered or three (3) business days after its deposit in the United States
mail as specified above. Either party may change its address for notices by giving notice
to the other party in the manner specified in this Section. 







        11.
Representations and Warranties  



	  	        Each
of Landau and the Company represents and warrants that he/it is not restricted or
prohibited, contractually or otherwise, from entering into and performing his/its terms
and covenants contained herein, and that his/its execution and performance of this
Agreement will not violate or breach any other agreement between Landau and the Company,
as the case may be, and any other person or entity. 







        12.
Section 409A of the Code  



	  	        Landau
and the Company hereby agree that it is the intention that any payments or benefits
provided under this Agreement comply in all respects with Section 409A of the Code, and
this Agreement shall be interpreted accordingly. Landau and the Company hereby agree
that, upon the Company’s initiative or upon Landau’s reasonable request, the
parties will amend this Agreement in accordance with Section 5 solely to the extent
necessary and appropriate to avoid adverse tax consequences pursuant to Section 409A of
the Code. Notwithstanding anything in this Agreement to the contrary, the Company does
not guarantee the tax treatment of any payments or benefits hereunder, including without
limitation pursuant to the Code, federal, state or local laws. 









        13.
Counterparts  



	  	        This
Agreement may be executed in counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument. 









 
	 	
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        IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year first above
written. 





	 	  	  	BRADLEY PHARMACEUTICALS,
INC. 

By: /s/ Daniel Glassman

       Name: Daniel Glassman

       Title: President and Chief Executive Officer


       /s/ Ralph Landau

       Name: Ralph Landau








 
	 	
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