Exhibit
10.1


 


DERMADOCTOR,
INC.


 


FORM
OF INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (the “Agreement”) is made as of ___________, by and between DERMAdoctor, Inc.,
a Delaware corporation (the “Company”), and ________________ (the “Indemnitee”).


 


WHEREAS,
the Company and Indemnitee recognize the substantial increase in corporate litigation in general, subjecting officers and directors
to expensive litigation risks;


 


WHEREAS,
the Company desires to attract and continue to retain the services of highly qualified individuals, such as Indemnitee, to serve
as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection
permitted by law;


 


WHEREAS,
the statutory indemnification provisions of the Delaware General Corporation Law (the “DGCL”), Section
145, expressly provide that they are nonexclusive, and it is the desire of the Company to indemnify directors and officers who
have entered into settlements of derivative suits or have paid judgments, fines or penalties therefor, provided they have not
breached the applicable statutory standard of conduct; and


 


WHEREAS,
in view of such considerations, the Company desires to provide, independent from the indemnification to which the Indemnitee
is otherwise entitled by law and under the Company’s Certificate of Incorporation and Bylaws, indemnification to the Indemnitee
and advances of expenses, all as set forth in this Agreement to the maximum extent permitted by law.


 


NOW,
THEREFORE, to induce the Indemnitee to serve the Company and in consideration of these premises and the mutual agreements
set forth in this Agreement, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Indemnitee hereby agree as follows:


 


 1. Indemnification.




 


(a)
Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be
made a party to or is otherwise involved in (e.g., as a witness) any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact
that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of
any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was
serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
(if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably
incurred by Indemnitee in connection with such action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, or with respect to any criminal action or proceeding, that Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful.  The parties hereto intend that this Agreement shall provide
to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without
limitation, any indemnification provided by the Company’s Certificate of Incorporation and Bylaws, vote of its stockholders
or disinterested directors or applicable law.


 






     


     


    

 


(b)
Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or
is threatened to be made a party to or is otherwise involved in (e.g., as a witness) any threatened, pending or completed action
or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason
of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company,
by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee
is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys’ fees) and, to the fullest extent permitted
by law, amounts paid in settlement, in each case to the extent actually and reasonably incurred by Indemnitee in connection with
the defense or settlement of such action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company and its shareholders, except that no indemnification shall
be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated by court order or
judgment to be liable to the Company in the performance of Indemnitee’s duty to the Company and its shareholders unless
and only to the extent that the Delaware Court of Chancery or any other court in which such action or proceeding is or was brought
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other such court shall
deem proper.


 


(c)
Indemnification of Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this
Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant
in) and is successful, on the merits or otherwise, in any action, suit or proceeding referred to in Section 1(a) or Section 1(b)
or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all expenses
(including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.  If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such action, suit or proceeding, the Company shall indemnify Indemnitee against all expenses (including
attorneys’ fees) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related
to each successfully resolved claim, issue or matter to the fullest extent permitted by law.  For purposes of this Section
and without limitation, the termination of any claim, issue or matter in such a proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.  Without limiting the foregoing, if any
action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i)
the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of guilty
or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal proceeding, an adjudication
that Indemnitee had reasonable cause to believe his conduct was unlawful, Indemnitee shall be considered for the purpose hereof
to have been wholly successful with respect thereto. DGCL adopted after the date of this Agreement that increase the extent
to which a corporation may indemnify its officers and directors.


 






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 2. Expenses; Indemnification Procedure.




 


(a)
Advancement of Expenses. The Company shall advance, to the extent not prohibited by law, all expenses incurred by Indemnitee
(“Expense Advances”) in connection with the investigation, defense, settlement or appeal of any civil
or criminal action or proceeding referred to in Section 1(a) or (b) hereof.  Indemnitee hereby undertakes to repay such amounts
advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified
by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to Indemnitee within thirty
(30) days following receipt of an undertaking (the “Undertaking”), substantially in the form attached hereto as Exhibit
1, by or on behalf of Indemnitee to repay the amount of any such advance if and to the extent that it shall ultimately be determined
that Indemnitee is not entitled to indemnification for such amount. The Undertaking shall be unsecured and shall bear no interest
and shall be accepted without reference to the financial ability of Indemnitee to make repayment.


 


(b)
Notice/Cooperation by Indemnitee. Indemnitee shall, give the Company notice in writing as soon as practicable of any claim
made against Indemnitee for which indemnification is or will be sought under this Agreement. Notice to the Company shall be directed
to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address
as the Company shall designate in writing to Indemnitee). Notice shall be deemed received three (3) business days after the date
postmarked if sent by domestic certified or registered mail, properly addressed; otherwise, notice shall be deemed received
when such notice shall actually be received by the Company. In addition, Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within Indemnitee’s power.


 


(c)
Procedure. (1) The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability
which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall
not constitute a waiver by Indemnitee of any rights under this Agreement. Any indemnification and advances provided for in Section
1 and this Section 2 shall be made promptly, and in any event within thirty (30) days after receipt by the Company of the written
request of Indemnitee together with such documentation and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to such indemnification or advances and, in the case
of advances, a statement or statements reasonably evidencing the expenses incurred by Indemnitee and an undertaking as required
by Section 2 hereof, unless with respect to such requests the Company determines within such 30-day period that Indemnitee did
not meet the applicable standard of conduct or that indemnification is not required under Section 7 below. Notwithstanding anything
in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall
be required to be made prior to the final disposition of any action, suit or proceeding.  Such determination shall be made
in each instance (i) if a Change in Control shall have occurred, unless otherwise elected by Indemnitee, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not
have occurred: (a) by a majority vote of the directors of the Company who are not at that time parties to the action, suit or
proceeding in question (“disinterested directors”), even though less than a quorum; (b) by a committee of such
disinterested directors designated by majority vote of such disinterested directors, even though less than a quorum; (c)
if there are no such disinterested directors, or if such disinterested directors so direct, by Independent Counsel in a written
opinion; or (d) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors,
voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding
in question.  For purposes of this Agreement:


 


(A)
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any
of the following events:


 


(i)
Acquisition of Stock by Third Party.  Any Person (as defined below) is or becomes the Beneficial Owner (as defined
below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting
power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s
securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled
to vote generally in the election of directors;


 






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(ii)
Change in Board of Directors.  During any period of two (2) consecutive years (not including any period prior to the
execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other
than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in
this definition of Change in Control whose election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least
a majority of the members of the Board;


 


(iii)
Corporate Transactions.  The effective date of a merger or consolidation of the Company with any other entity, other
than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities
of the Surviving Entity) more than 50% of the combined voting power of the voting securities of the Surviving Entity outstanding
immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other
governing body of such Surviving Entity;


 


(iv)
Liquidation.  The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets; and


 


(v)
Other Events.  There occurs any other event of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the
Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.


 


(B)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(C)
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that
Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of
the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.  


 


(D)
“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however,
that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company
approving a merger of the Company with another entity.


 


(E)
“Surviving Entity” shall mean the surviving entity in a merger or consolidation or any entity that controls, directly
or indirectly, such surviving entity.


 






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(F)
“Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent:  (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement,
or of other indemnitees under similar indemnification agreements), or (ii) any other party to the proceeding giving rise to a
claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The
Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such
counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


(2)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 2(c)(1)
hereof, the Independent Counsel shall be selected as provided in this Section 2(c)(2).  If a Change in Control shall
not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee
advising Indemnitee of the identity of the Independent Counsel so selected.  If a Change in Control shall have occurred,
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board,
in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the
identity of the Independent Counsel so selected.  In either event, Indemnitee or the Company, as the case may be, may, within
ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case
may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that
the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement,
and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection,
the person so selected shall act as Independent Counsel.  If such written objection is so made and substantiated, the Independent
Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has
determined that such objection is without merit.  If, within twenty (20) days after the later of submission by Indemnitee
of a written request for indemnification pursuant to Section 2(c)(1) hereof and the final disposition of the Proceeding,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware
Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person
as such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under Section 2(c)(1) hereof.  Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 2(d) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility
in such capacity (subject to the applicable standards of professional conduct then prevailing).


 






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(d)
If a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation
or Bylaws providing for indemnification, is not paid in full by the Company within the time allowed, Indemnitee may, but need
not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim and, subject to Section
8 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing
such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in
connection with any action or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct
which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden
of proving such defense shall be on the Company. Indemnitee shall be entitled to receive interim payments of expenses pursuant
to Section 2(a) unless and until such defense may be finally adjudicated by court order or judgment from which no further right
of appeal exists.  Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  Indemnitee
shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 2(d).  The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.  In the event that a determination shall have been made pursuant
to this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant
to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall
not be prejudiced by reason of that adverse determination.  If a determination shall have been made pursuant to this Agreement
that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or
arbitration commenced pursuant to this Agreement, absent (i) a misstatement by Indemnitee of a material fact, or an omission of
a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law.


 


The
Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Agreement that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
 It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal
fees or other expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement
by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended
to the Indemnitee hereunder.  The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any
and all expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within ten (10) days after receipt
by the Company of a written request therefor) advance, to the extent not prohibited by law, such expenses to Indemnitee, which
are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of expenses
from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained
by the Company if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is
not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful
on such underlying claims or otherwise as permitted by law, whichever is greater.


 


(e)
Reliance on Reports. Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on Indemnitee’s
good faith reliance on the records or books of account of the Company, including financial statements, or on information supplied
to Indemnitee by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company
or on information or records given or reports made to the Company by an independent certified public accountant or by an appraiser
or other expert selected with reasonable care by the Company. In addition, the knowledge and/or actions, or failure to act, of
any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right
to indemnification under this Agreement.


 


(f)
Presumption; Burden. In making a determination with respect to entitlement to indemnification hereunder, the person
or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement
and has acted in good faith. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion
by clear and convincing evidence.


 






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(g)
Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding
to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies.


 


(h)
Assumption of Defense and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to
pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of
such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, upon the delivery
to Indemnitee of written notice of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to
settle any action or claim on behalf of Indemnitee in any manner which would impose any unindemnified liability or penalty on
Indemnitee or require any acknowledgment of wrongdoing on the part of Indemnitee without Indemnitee’s written consent, which
consent shall not be unreasonably withheld or delayed. After delivery of such notice, approval of such counsel by Indemnitee and
the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that (i) Indemnitee shall have the right
to employ his or her counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of separate
counsel by Indemnitee has been previously authorized by the Company; (B) Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; or (C) the Company shall
not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s
counsel shall be at the expense of the Company. The Company shall not be entitled, without the consent of Indemnitee, to assume
the defense of any claim brought by or in the right of the Company or as to which counsel for Indemnitee shall have reasonably
made the conclusion provided for in clause (ii)(B) above.


 


 3. Additional Indemnification Rights; Nonexclusivity; Contribution.




 


(a)
Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions
of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of
any change, after the date of this Agreement, in any applicable law, statute or rule which expands the right of a Delaware corporation
to indemnify a member of its board of directors or an officer, such changes shall be, ipso facto, within the purview of
Indemnitee’s rights and the Company’s obligations under this Agreement. In the event of any change in any applicable
law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer,
such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no
effect on this Agreement or the parties’ rights and obligations hereunder.


 


(b)
Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee
may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or
disinterested directors, the DGCL, or otherwise, both as to action in Indemnitee’s official capacity and as to action in
another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity even though he or she may have ceased to serve in any
such capacity at the time of any action, suit or other covered proceeding.


 






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(c)
Contribution.


 


(i)
Whether or not the indemnification provided in Section 1 hereof is available, in respect of any threatened, pending or completed
action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit
or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action,
suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any
right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such
settlement provides for a full and final release of all claims asserted against Indemnitee;


 


(ii)
Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action,
suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
the Company shall contribute to the amount of expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received
by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction
from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative
benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company
and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would
be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events
that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which they
may be required to be considered by law. The relative fault of the Company and all officers, directors or employees of the Company,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the
one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary
and the degree to which their conduct is active or passive;


 


(iii)
The Company hereby agrees fully to indemnify and hold Indemnitee harmless from any claims of contribution which may be brought
by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee; and


 


(iv)
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such proceeding in order to reflect (i) the relative benefits received by the
Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).


 






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4.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation,
defense, appeal or settlement of any civil or criminal action or proceeding, but not, however, for the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee
is entitled.


 


5.
Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement
of expenses and/or insurance provided by the Company’s insurance provider and certain of its affiliates (collectively, the
“Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e.,
its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification
for the same expenses or liabilities incurred by Indemnitee are secondary); (ii) that it shall be required to advance the full
amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines
and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate
of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights
Indemnitee may have against the Fund Indemnitors; and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors
from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect
thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect
to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors
shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery
of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries
of the terms of this Section 5.


 


6.
Officer and Director Liability Insurance. The Company shall maintain a policy or policies of insurance with reputable insurance
companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s
performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs
of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer
liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s
officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee
is not an officer or director but is a key employee. Notwithstanding the foregoing, subject to any other obligation or agreement
to maintain such insurance, the Company shall have no obligation to obtain or maintain such insurance if the Company determines
in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to
the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient
benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent of the Company.


 


7.
Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or
fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided
in this Section 7. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction,
then the Company shall nevertheless indemnify Indemnitee to the fullest extent permitted by any applicable portion of this Agreement
that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance
with its terms.


 






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8.
Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to
the terms of this Agreement:


 


(a)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated
or brought voluntarily by Indemnitee and not by way of defense, except as expressly contemplated by this Agreement, with respect
to proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or
otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be provided by the
Company in specific cases if the Board of Directors has approved the initiation of such suit; or


 


(b)
Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited
to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities
have been paid directly to Indemnitee under a policy of officers’ and directors’ liability insurance or under any
other insurance policy, contract, agreement or otherwise maintained by the Company; or


 


(c)
Claims under Section 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the purchase and
sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar
successor statute; or


 


9.
Construction of Certain Phrases.  For purposes of this Agreement, references to the “Company” shall
include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under
the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect
to such constituent corporation if its separate existence had continued.


 


For
purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references
to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and
references to “serving at the request of the Company” shall include any service as a director, officer, employee or
agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect
to an employee benefit plan, its participants or beneficiaries.


 


10.
Effectiveness of Agreement. This Agreement shall be effective as of the date set forth on the first page and may apply
to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was an officer, director, employee or other
agent of the Company, or was serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, as the time such act or omission occurred. The Company’s obligations
hereunder shall continue as to Indemnitee if he or she ceases to be a director, officer, employee or agent.


 


11.
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret
any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’
fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the Delaware Court of Chancery determines
that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous.
In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the
terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees,
incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and crossclaims made
in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such
action were made in bad faith or were frivolous.


 






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12.
No Rights of Continued Service. This Agreement shall not impose any obligation of the Company to continue Indemnitee’s
service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 


13.
Miscellaneous.


 


(a)
Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect
to principles of conflict of law.


 


(b)
Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the
Delaware Court of Chancery for any purpose in connection with any actions or proceedings which arise out of or relate to this
Agreement.


 


(c)
Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement.
Furthermore, the Company agrees not to seek from a court, or agree to, a “bar order” which would have the effect of
prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement. The failure by
either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.


 


(d)
Construction. This Agreement is the result of negotiations between, and has been reviewed by, each of the parties hereto
and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties
hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.


 


(e)
Notices. Unless otherwise provided in this Agreement, any notice, demand or request required or permitted to be given under
this Agreement shall be in writing and shall be deemed sufficient when directed to the Chief Executive Officer of the Company
at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing)
and when delivered personally or three business days after being postmarked, as certified or registered mail, with postage prepaid,
and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written
notice.


 


(f)
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one instrument.


 


(g)
Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, including any
direct or indirect successor by purchase, merger, consolidation or otherwise to all, substantially all or a substantial part of
the business or assets of the Company. This Agreement shall inure to the benefit of Indemnitee and Indemnitee’s heirs, legal
representatives, executives and administrators. The Company shall require and cause any successor (whether direct or indirect,
and whether by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business or
assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession
had taken place.


 


(h)
Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary
to secure such rights and to enable the Company to effectively bring suit to enforce such rights.


 


 


[Remainder
of page intentionally left blank; signature page to follow]




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


 


	DERMADOCTOR,
    INC.	 	Indemnitee
	 	 	 	 	 
	By:	 	 	By:	       
	Name:	 	 	Name:
    	 
	Title:	 	 	Title:
    	 
	Address: 
    	1901
    McGee Street	 	Address: 	 
	 	Kansas
    City, Missouri 64108	 	 	 


 


 


Signature
Page to Indemnification Agreement




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EXHIBIT
1


 


UNDERTAKING


 


		1.	This
                                         Undertaking is submitted pursuant to the Indemnification Agreement dated as of __________
                                         by and between DERMAdoctor, Inc., a Delaware corporation (the “Company”),
                                         and the undersigned (the “Agreement”).  Capitalized terms
                                         used but not defined herein shall have the respective meanings set forth in the Agreement.



 


		2.	I
                                         am requesting certain Expense Advances in connection with a claim to which I believe
                                         I am entitled to indemnification.



 


		3.	I
                                         hereby undertake to repay such Expense Advances if it shall ultimately be determined
                                         that I am not entitled to be indemnified by the Company therefor under the Agreement
                                         or otherwise.



 


		4.	The
                                         Expense Advances are, in general, all related to: __________________________________.



 


 


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