[Imprimis
Letterhead]


 


July
31, 2015


 


Mr.
Mark Baum


c/o
Imprimis Pharmaceuticals


12264
El Camino Real


Suite
350


San
Diego, CA 92130


 


Dear
Mark,


 


Imprimis
Pharmaceuticals, Inc. (the “Company”) is pleased to offer you the opportunity to earn a cash retention bonus (the
“Retention Bonus”) on the terms set forth in this letter (the “Letter”). We are offering you the opportunity
to earn the Retention Bonus because we recognize your importance to the continued success of the Company and to the successful
closing of a “Change in Control” (as defined below) of the Company.


 


		1.	Retention
                                         Bonus. If all of the conditions set forth in this Letter are satisfied, the Company
                                         will pay you a Retention Bonus in an amount equal to one and one-half percent (1.5%)
                                         of the Change in Control Consideration, less applicable tax withholdings on the Retention
                                         Bonus.
	 	 	 
		2.	Payment
                                         Date. If the conditions for earning a Retention Bonus, as set forth in this letter,
                                         are satisfied in connection with the Change of Control, you shall be paid your earned
                                         Retention Bonus only if and to the extent that the related Change in Control Consideration
                                         is paid to the Company or the Company’s stockholders, as applicable, whether at
                                         closing of such transaction or subsequently pursuant to application of any escrow, earn-out
                                         or other similar arrangement (such subsequent payments, collectively, “Deferred
                                         Payments”), (i) in the same forms of consideration and (ii) in the same proportions
                                         of such consideration as the Change in Control Consideration is paid by the acquiror
                                         in the Change in Control to the Company or the Company’s stockholders, as applicable.
                                         Any securities issues to you hereunder, if any, shall be subject to the same or similar
                                         restrictions imposed by the acquiror on the securities issued to the Company or the Company’s
                                         stockholders, as applicable, as set forth in the definitive agreement pursuant to which
                                         the Change of Control occurs and such restrictions that are required by applicable securities
                                         laws. Any earned Retention Bonus (other than any portion of the Retention Bonus related
                                         to Deferred Payments) shall be distributed in lump sum payments to you as soon as practicable
                                         after the closing date of the Change of Control, but in no event later than thirty (30)
                                         days following the date of such closing (the “Closing Date”). Any portion
                                         of the Retention Bonus related to Deferred Payments shall be earned and paid to you only
                                         if and when the related Deferred Payments arepaid to the Company or the Company’s
                                         stockholders as applicable, (and subject to the same terms and conditions as applied
                                         to the Company or the Company’s stockholders, as applicable); provided, however,
                                         that, to the extent required to comply with Section 409A of the Internal Revenue Code
                                         of 1986, as amended (the “Code”), any portion of the Retention Bonus related
                                         to Deferred Payments not paid by the fifth (5) anniversary of the Closing Date shall
                                         be forfeited by you.



 




    	 



    	 



    

 


		3.	Conditions
                                         to Payment.



 


		a.	Continued
                                         Employment. To earn your Retention Bonus, you must remain continuously employed as
                                         a full-time employee of the Company in good standing through the Closing Date, or your
                                         employment must have been terminated by the Company without “Cause” (as defined
                                         your Employment Agreement, as amended), or by you for “Good Reason,” (as
                                         defined in your Employment Agreement, as amended) on or before the Closing Date, with
                                         payment occurring in accordance with paragraph 2 in either case. If, at any time before
                                         the Closing Date, your employment terminates for any reason other than by the Company
                                         without Cause or by you for Good Reason, including due to death or disability, your Retention
                                         Bonus will be forfeited.
	 	 	 
		b.	Expiration.
                                         This letter and your rights under this letter will expire automatically on May 2, 2016
                                         if a Change in Control has not closed before that date.
	 	 	 
		c.	Senior
                                         Debt Subordination. The obligations of the Company to pay the Retention Bonus shall
                                         be subject and subordinated to the Company’s obligations set forth in the Loan
                                         and Security Agreement, dated May 11, 2015, by and between IMMY Funding LLC, an affiliate
                                         of Life Sciences Alternative Funding LLC and the Company, and the Company’s obligations
                                         to any future lenders as and when such obligations are incurred. 



 


		4.	Definitions.



 


“Change
in Control” means a Change in Control as defined under the Company’s Amended and Restated 2007 Equity Incentive
Plan, as amended and restated on September 27, 2013. Notwithstanding anything to the contrary, if required to avoid additional
tax under Section 409A of the Code, the Change in Control must also be a change in control event described in Treas. Reg. Section
1.409A-3(i)(5).


 


“Fair
Market Value” means the value determined by the Board as of the applicable date in its sole discretion, and such determination
shall be final and binding.


 


“Change
in Control Consideration” means the Fair Market Value of the total consideration paid by a buyer to acquire the Company
in a transaction constituting a Change of Control, as expressed as a dollar amount, whether consideration is paid at the closing
of such transaction or as Deferred Payments.


 




    	 



    	 



    

 


		5.	Section
                                         409A. The terms of this Letter are intended to comply with (or to comply with an
                                         exemption from) Section 409A of the Code, and related Treasury regulations (“Section
                                         409A”), and will be interpreted accordingly; provided, however, that the Company
                                         and its respective employees or representatives (including, without limitation, legal
                                         counsel) will not have any liability to you with respect to any taxes, penalties, interest
                                         or other costs or expenses you may incur with respect to or as a result of Section 409A
                                         or any other Federal, state or local tax provision or requirement applicable to you with
                                         respect to the Retention Bonus. The Company and you agree to work together in good faith
                                         to consider amendments to this Letter and to take such reasonable actions which are necessary,
                                         appropriate, or desirable to avoid imposition of any additional tax or income recognition
                                         prior to actual payment to you under Section 409A. Payments pursuant to this Letter are
                                         intended to constitute separate payments for purposes of Treas. Reg. Section 1.409A-2(b)(2)
                                         and any portions of the Retention Bonus related to Deferred Payments are intended to
                                         meet the requirements of Treas. Reg. Section 1.409A-3(i)(5)(iv) (special rules for certain
                                         delayed payments pursuant to a change in control event) and the applicable terms of this
                                         Letter pertaining thereto shall be interpreted and applied accordingly, including, to
                                         the extent applicable, the requirement that any portions of the Retention Bonus related
                                         to Deferred Payments shall only be paid in connection with a Change in Control transaction
                                         that constitutes either a change in control event described in Treas. Reg. Section 1.409A-3(i)(5)(v)
                                         (change in the ownership of a corporation) or Treas. Reg. Section 1.409A-3(i)(5)(vii)
                                         (change in the ownership of a substantial portion of a corporation’s assets).



 


		6.	Miscellaneous.



 


		a.	This
                                         letter does not constitute an express or implied promise of continued employment for
                                         any period and does not alter your “at-will” employment status. Except as
                                         otherwise required by applicable law or as may be expressly set forth in a separate agreement
                                         between you and the Company, your employment with the Company is and will continue to
                                         be “at-will” and may be terminated at any time with or without Cause or notice
                                         by the Company. 
	 	 	 
		b.	No
                                         provision of this letter will be interpreted to impose an obligation on the Company to
                                         accept, agree to or otherwise consummate any Change in Control the Company. The decision
                                         to consummate any Change in Control of the Company, and all terms and conditions of any
                                         such transaction, including the amount, timing and form of consideration to be provided
                                         in connection therewith, will be within the sole and absolute discretion of the Company.
	 	 	 
		c.	The
                                         Retention Bonus is a special incentive payment to you and will not be taken into account
                                         in computing the amount of any bonus, incentive, pension, retirement, death or other
                                         benefit under any other bonus, incentive, pension, retirement, insurance or other employee
                                         benefit plan of the Company, unless such plan or agreement expressly provides otherwise.
	 	 	 
		d.	Your
                                         rights with respect to the Retention Bonus will be those of a general unsecured creditor
                                         of the Company, and under no circumstances will this Letter or your rights hereunder
                                         give you an interest in any assets of the Company or entitle you to any rights as a stockholder
                                         of the Company. Neither this Letter nor your rights under this Letter may be assigned
                                         by you, alienated, transferred, garnished, or levied upon in any manner to or by any
                                         other party (whether by operation of law or otherwise). The rights and obligations of
                                         the Company under this Letter will inure to the benefit of and will be binding upon the
                                         successors and assigns of the Company.



 




    	 



    	 



    

 


		e.	This
                                         letter will be governed by the laws of the State of California. Any suit, action or other
                                         legal proceeding arising out of, or relating to, this Letter will be brought in a court
                                         of competent jurisdiction located in San Diego County, California having subject matter
                                         jurisdiction thereof and both parties agree to submit to the jurisdiction of such forum.
	 	 	 
		f.	This
                                         letter constitutes the entire agreement between you, on the one hand, and the Company,
                                         on the other hand, with respect to the subject matter hereof, and supersedes any and
                                         all prior agreements or understandings with respect to the subject matter hereof, whether
                                         written or oral. This letter may be amended or modified only by a written instrument
                                         executed by you and the Company.
	 	 	 
		g.	The
                                         Company may withhold from any and all amounts payable under this Letter such federal,
                                         state, local and other taxes as may be required to be withheld pursuant to any applicable
                                         law or regulation.
	 	 	 
		h.	This
                                         letter may be executed in one or more counterparts, each of which will be deemed to be
                                         an original but all of which together will constitute one and the same instrument.



 


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of Page Left Intentionally Blank]


 




    	 



    	 



    

 


Acceptance


 


To
indicate your acceptance of the terms of this letter, please sign and date this letter in the space provided below. A duplicate
has been provided for your records. 


 


Sincerely,


 


	Imprimis
    Pharmaceuticals, Inc.	 
	 	 	 
	By:	/s/ Andrew
    R. Boll	 
	 	 	 
	Printed Name:	Andrew R. Boll	 
	 	 	 
	Title: 	Chief Financial
    Officer	 
	 	 	 
	Agreed
    to and accepted:	 
	 	 
	Signature:	/s/ Mark L.
    Baum	 
	 	 	 
	Printed Name:	Mark L. Baum	 
	 	 	 
	Date: 	7/31/2015	 
	 	 	 
	Enclosures
    	 
	 	 
	Duplicate
    Original Letter