exhibit1051.htm


                                                                                                                                                                                                            Exhibit
10.51

    
      The
confidential portions of this exhibit have been filed separately with the
Securities and Exchange Commission pursuant to a confidential treatment request
in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as
amended.  REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN
[##].

       

    

    FIRST
AMENDMENT TO

    SERVICES
AGREEMENT

    


    This
First Amendment (the “Amendment”) made as of October 20, 2008 (the “Effective
Date”) by and between Ventiv Commercial Services, LLC a New Jersey limited
liability company (“Ventiv”) and OMP, Inc., a Delaware corporation
(“Obagi”).  Ventiv and Obagi may each be referred to herein as a
“Party” and collectively, the “Parties”.

    W I T N E
S S E T H:

    


    WHEREAS,
Ventiv and Obagi are parties to a Service Agreement made as of July 1, 2008 (the
“Agreement”).

    WHEREAS,
Ventiv and Obagi desire to supplement the Agreement as set forth
herein.

    NOW
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, it is
agreed as follows:

    1. Except as
provided in this Amendment, the terms and conditions set forth in the Agreement
remain unaffected by the execution of this Amendment.  To the extent
that any provisions or terms set forth in this Amendment conflict with the terms
set forth in the Agreement, the terms set forth in this Amendment shall govern
and control.  Terms not otherwise defined herein, shall have the
meanings set forth in the Agreement.

    2. Ventiv
and Obagi desire to expand the services being provided by Ventiv as set forth in
the Agreement.  Ventiv, through its Ventiv Access Group division,
shall provide Obagi with the services set forth in detail in Exhibit A (the “VAG
Services”).  For provision of the VAG Services, Obagi shall pay Ventiv
the compensation set forth in Exhibit A.

    3. Ventiv
shall provide the VAG Services commencing on the Effective Date and continuing
until April 1, 2009 (the “Term”).  Obagi may terminate Ventiv’s
provision of the VAG Services prior to the end of the Term by providing Ventiv
with at least thirty (30) days prior

    


    
      
        
          
                                                                                                                                                                                     

          

           


        

        
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    written
notice.  Obagi may extend the Term for up to two (2) successive ninety
(90) day periods (each an “Additional Term”) by providing Ventiv with written
notice at least thirty (30) days prior to the end of the initial Term or any
Additional Term.  The compensation to be paid by Obagi to Ventiv for
any period beyond the two (2) Additional Terms must be agreed to in writing by
the Parties.

    4. The terms
of this Amendment are intended by the Parties to be the final expression of
their agreement with respect to the subject matter hereof and may not be
contradicted by evidence of any prior or contemporaneous
agreement.  The Parties further intend that this Amendment constitute
the complete and exclusive statement of its terms and shall supersede any prior
agreement with respect to the subject matter hereof.

    5. This
Amendment may be executed simultaneously in multiple counterparts, each of which
shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.  Execution and delivery of this Amendment
by exchange of facsimile copies bearing the facsimile signature of a party
hereto shall constitute a valid and binding execution and delivery of this
Amendment by such party.  Such facsimile copies shall constitute
enforceable original documents.

    WHEREFORE, the Parties hereto have
caused this Amendment to be executed by their duly authorized
representatives.

     

    
      
        
        

      

      
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          	 VENTIV COMMERCIAL SERVICES,
      LLC	 	 	 	 
	
                  By: 
      /s/ TERRELL G. HERRING

                	 	 	
                   

                	 
	
                  Terrell
      G. Herring

                	 	 	
                   

                	 
	
                  President
      and Chief Executive Officer

                	 	 	
                   

                	 


        

      

      
        
          
            	 	 	 	 	 
	 OMP, INC.	 	 	 	 
	
                    By: 
      /s/ PRESTON ROMM

                  	 	 	
                     

                  	 
	
                    Preston
      Romm

                  	 	 	
                     

                  	 
	
                    CFO

                  	 	 	
                     

                  	 


          

        

      

    

     

    


    


     

    
      
        
        

      

      
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EXHIBIT
A

    

    SERVICES
AND COMPENSATION

    


    Ventiv
shall provide Obagi with one part-time (50% time allocation) National Account
Manager (“NAM”).  The NAM shall have the qualifications set forth on
Exhibit B attached to this Amendment.

    


    Ventiv
shall also provide Obagi with the following services.

    


    A)           PRIMARY
RESEARCH

    


    
      	
              ·  

            	
              VAS
      shall complete a maximum of 10 telephone interviews with targeted MCO and
      PBM stakeholders who are geographically dispersed within the United
      States.  A minimum of 5 interviews will be
      conducted.

            


    

    
      	
              ·  

            	
              VAS
      shall complete a maximum of 7 telephone interviews with targeted retail
      pharmacies that are geographically dispersed within the United
      States.  A minimum of 3 interviews will be
      conducted.

            


    

    
      	
              ·  

            	
              The
      survey instrument will be designed by VAG with clinical and product input
      supplied by Obagi and final approval also by
  Obagi.

            


    

    
      	
              ·  

            	
              Each
      interview will be no longer than 45
minutes.

            


    

    
      	
              ·  

            	
              The
      interviews will examine the current situation and challenges facing their
      new product, SoluCLENZ Rx GelTM, any restrictions placed on the brand
      within the payors, level and tier placement, and product categorization
      within the pharmacy systems.  Secondarily, the interviews will
      examine the formulary placement of the two main competitors in this
      category, BenzaClin Gel and Duac
Gel.

            


    

    
      	
              ·  

            	
              Deliverable
      would be in the form of a MS PowerPoint report with associated
      recommendations from inVentiv on
solutions.

            


    

    


    Fee for
Primary Research Services (including honoraria estimated at NOT MORE THAN [ 1* ]
per participant and all associated interview pass-through such as mailing,
printing, etc.):

    


    Minimum [
2* ] if the interviews total 8 and a maximum [ 3* ] if the full 17 interviews
are conducted

    


    Should an
in-person report meeting be requested by Obagi, no additional fee would be
applied, however Ventiv travel expenses would be subject to invoicing in
addition to the above fees.

    


    


    B)           CONSULTATION and ACCOUNT
MANAGEMENT SUPPORT

    


    
      	
              ·  

            	
              VAS
      will work closely with Obagi to develop a list of questions the sales
      force can utilize in the field when dealing with reimbursement
      objections.  This resource will assist the sales force with
      obtaining information from the physician or office staff regarding
      reimbursement issues with SoluCLENZ Gel and better allow the district
      manager to provide support.

            


    

    
      	
              ·  

            	
              VAS
      will work closely with Obagi to develop processes and procedures the field
      sales force will follow when submitting these objections to their District
      Managers.

            


    

    
      	
              ·  

            	
              General
      support will be in the form of responses and advice within 24 hours of the
      incoming request;

            


    

    
      	
              ·  

            	
              VAG
      will develop a prioritized target account list, including where necessary
      contracted PBMs (final list to be approved by Obagi), with an associated
      time line for engagement;

            


    

     

    

* Subject to confidential treatment request 

    
      
        
        

      

      
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              ·  

            	
              VAS
      will deploy no more than one National Account Manager (NAM) unless
      otherwise approved by Obagi, to provide ongoing support in the following
      area’s; MCO, Trade and Pharmacy account management, support and training,
      field sales force support and strategic and tactical
    planning.

            


    

    


    Initially,
the NAM assigned to Obagi will be at 50% (i.e., 20 hours per
week) work time.  Increasing the time allocation above 50% will
require Obagi Medical’s prior approval.

    


    Fee for
Consultation and
Account Management Services (excluding reasonable and customary business
travel pass-throughs):

    


    Consulting
and Tactical Support

    


    
      	
              ·  

            	
              Support
      would be on a billable hour basis of [ 4* ] per hour per VAG headquarters
      personnel, regardless of title or level, and supported by monthly time and
      event logs;

            


    

    


    NAM
Deployment

    


    
      	
              ·  

            	
              Fifty
      percent (50%) time allocation: [ 5* ] per month per
  NAM;

            


    

    
      	
              ·  

            	
              Full
      Time allocation: [ 6* ] per month per
NAM.

            


    

    


    
      	
              C.  

            	
              NDC
      PAYOR AUDIT

            


    

    


    
      	
              ·  

            	
              VAG will have the NDC numbers for
      SoluClenzTM, 62032-0121-10, Duac®  (0145-2371-05 and
      0145-2367-01)and BenzaClin® (0066-0494-50) input into a
      real-time Rx30 claims adjudication system for UnitedHealth Group, Aetna and Cigna.  The
      results will be a report that communicates the edits and prompts sent form
      these payors to retail pharmacies submitting any of the three products for
      reimbursement.

            


    

    


    The
results will be reporting in Excel; an example of which is in the following
chart:

     

    


    Fee: [ 7*
]

    


    


    D.           Payment
Terms

    


    The Fee
for Services A and C shall be invoiced within 30 days of the final report
delivery to Obagi

    


    The Fee
for Service B shall be monthly, one month in arrears.

    


    Payment
terms are per Section 5 and Exhibit A of the Agreement.

    


    * Subject to confidential
treatment request 

    
      
        
        

      

      
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    E.           Timelines

    


    
      	
              ·  

            	
              October
      20 – Obagi approves initial project scope and
  terms

            


    

    
      	
              ·  

            	
              October
      20 – October 23 – Discussion with Obagi team, develop discussion guide and
      start recruiting.

            


    

    
      	
              ·  

            	
              October
      23 – 31 – NDC Audit conducted and
reported

            


    

    
      	
              ·  

            	
              October
      27 – October 31 – Interviews conducted; Target account list and timeline
      developed

            


    

    
      	
              ·  

            	
              November
      3  –  November 7 – Research results are analyzed and
      report is prepared and submitted.

            


    

    
      	
              ·  

            	
              NAM
      deployment can be initiated after November 3,
  2008

            


    

    


    
      	
              F.  

            	
              Expansion

            


    

    


    Should
Obagi request, within 30 days beginning as early as January 1, 2009, VAG will
deploy a second NAM on either a full- or part- time basis as defined above for a
Fee as per above, discounted by 5%.

    


    


    Note:
Should Obagi require support beyond that of two NAMs, or given timing or client
conflicts, VAS additional NAM resources are unavailable or less than the desired
level, regardless of time commitment, members of the VAG consulting and
management team will be available to such extent that the NAM equivalent shall
be the same.

    


    The
Ventiv NAM(s) shall have either a fleet vehicle or a car allowance and all
appropriate electronic communications technology (including laptops,
peripherals, cell phones and wireless internet access) supplied and maintained
by Ventiv.  The associated cost for these support items is imbedded
within the above referenced fees, and is not passed through to
Obagi.

     

    

 

    
      
        
        

      

      
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    EXHIBIT
B

    NATIONAL
ACCOUNT MANAGER QUALIFICATIONS

    


    Minimum
Qualifications

    
      	
              o  

            	
              BA/BS
      Degree

            


    

    
      	
              o  

            	
              Pharmaceuticals,
      Health Care Products, Durable Medical Equipment or Medical Technology
      sales and account management experience: 5-10
  years

            


    

    
      	
              o  

            	
              Documented
      successful sales or sales management track
  record

            


    

    
      	
              o  

            	
              Demonstrated
      verbal and written communication and negotiation
  skills

            


    

    
      	
              o  

            	
              Demonstrated
      platform and presentation skills

            


    

    


    Preferred

    
      	
              o  

            	
              MBA
      or equivalent experience

            


    

    
      	
              o  

            	
              Personnel
      management experience

            


    

    
      	
              o  

            	
              Scientific,
      clinical, pharmacy or medical degree /
  experience

            


    

    


    Acceptable
Experience Sets (minimum 2 years in any)

    


    
      	
              o  

            	
              Brand
      management in health care industry
sector

            


    

    
      	
              o  

            	
              Direct
      management supervision of pharmaceutical sales
  personnel

            


    

    
      	
              o  

            	
              Regional
      or national managed markets account
management

            


    

    
      	
              o  

            	
              Institutional,
      Health System, MCO, GPO and Specialty
experience

            


    

    
      	
              o  

            	
              Professional
      external corporate sales or account management
  experience

            


    

    
      	
              o  

            	
              Business
      to Business negotiation and selling
experience

            


    

    
      	
              o  

            	
              Excellent
      demonstrated communications skills: verbal and
  written

            


    

    
      	
              o  

            	
              Excellent
      analytical and problem solving
skills

            


    

    


    Additional
Criteria

    


    Ability
to travel-minimum 25%

    


    The NAM
shall report directly to the VAS Senior Director and but have in-direct project
/ operational reporting lines to a designee of Obagi’s choosing.

    


     

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