Exhibit 10.1


    

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.


      LICENSING
        AGREEMENT 

      


      THIS
        AGREEMENT made as of the 11 day of April 2007. ("Effective Date")

      


      BETWEEN:

      


      SKINVISIBLE
        PHARMACEUTICALS, INC., a
        company
        incorporated under the laws of the State of Nevada having its principal place
        of
        business located at Unit #10 - 6320 South Sandhill Road, Las Vegas, Nevada,
        89120 (“Skinvisible”);

       

      AND:

       

      DRJ
        GROUP, INC,
        a
        company incorporated under the laws of the State of California having its
        principal place of business located at 171 Saxony Road, Suite 202 Encinitas,
        CA
        92024 (the “Licensee”). 

       

      WHEREAS:

      


      	A.  	
              Skinvisible
                is in the business of developing polymer-based delivery systems and
                related technologies for combining hydrophilic and hydrophobic polymer
                emulsions and licensing its technologies and selling its polymer
                delivery
                systems to established brand manufacturers and providers of topical
                prescription and over-the-counter cosmetic and skin-care
                products.

            


      


      	B.  	
              The
                Licensee is engaging in the business of marketing and distributing
                OTC
                products.

            


      


      	C.  	
              Skinvisible
                and the Licensee have agreed to enter into this Agreement, whereby
                the
                Licensee will have the right to distribute, market, sell and promote
                the
                Product throughout the Territory.

            


      


      NOW,
        THEREFORE, in consideration of the foregoing premises and the mutual covenants
        herein set forth and other good and valuable consideration, the parties agree
        as
        follows:

      


      I. DEFINITIONS

      


      In
        this
        Agreement, the following terms have the following meanings:

      


      
        	
                1.1

              	
                “Customers”
                  means, at any time and from time to time, the customers of the
                  Licensee in
                  respect of the Product.

              


      

      


      
        	
                1.2

              	
                “Confidential
                  Information” means
                  any and all technical or business information, data, designs, concepts,
                  ideas, Product, processes, methods, techniques, specifications,
                  formulas,
                  compositions, samples, know-how, trade secrets, and improvements
                  of a
                  confidential or proprietary nature, whether in tangible form or
                  not, which
                  relate to the Product, or the development, manufacture, end-use,
                  or
                  commercialization thereof, and were disclosed by one party to the
                  other
                  party under this Agreement. As used herein, “Confidential Information”
                  shall not include information a party can demonstrate through its
                  records:

              


      

      


      
        	
                (a)
                  

              	
                is,
                  at the time of disclosure, available to the general
                  public;

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        
          *
            Certain
            portions of this exhibit have been omitted pursuant to a request for
            confidential treatment and those portions have been filed separately
            with the
            Securities and Exchange Commission.

        

         

      

      
        	
                (b)

              	
                becomes
                  at a later date available to the general public through no fault
                  of the
                  receiving party, and then only after said later
                  date;

              


      

      


      
        	
                (c)
                  

              	
                was
                  already in the possession of the receiving party without restriction
                  prior
                  to the date of disclosure;

              


      

      


      
        	
                (d)

              	
                is
                  disclosed to the party without secrecy obligations by a third party
                  who
                  had a lawful right to disclose it;
                  or

              


      

      


      
        	
                (e)

              	
                is
                  independently developed by personnel of the receiving party who
                  had no
                  direct or indirect access to the Confidential Information of the
                  disclosing party.

              


      

      


      
        	
                1.3

              	
                “Formula”
                  shall mean the specific ingredients, composition, and process for
                  preparing the Product (as defined below). 

              


      

      


      
        	
                1.4

              	
                “Patents”
                  shall
                  mean U.S. Patent No. 6,756,059 issued June 29th,
                  2004 for "Topical Composition, Topical Composition Precursor, and
                  Methods
                  for Manufacturing and Using the Same"; PCT Application No. US02/26301
                  filed on August 16, 2002 for purposes of the countries designated
                  therein
                  that are within the Territory; and all divisions, continuations,
                  continuation-in-parts, reissues, reexamination applications, extensions,
                  foreign equivalents within the Territory, and patents issuing therefrom
                  which are owned or controlled by Skinvisible pertaining to the
                  Product,
                  Confidential Information, and Improvement
                  Inventions.

              


      

      


      
        	
                1.5
                  

              	
                “Polymer”
                  means Skinvisible’s proprietary and patented Invisicare® delivery system
                  technology and further identified in Schedule
                  A.

              


      

      


      
        	
                1.6

              	
                “Product”
                  means
                  Skinvisible's proprietary formula including Invisicare® polymer and
                  incorporating active ingredient(s), and further identified in Schedule
                  B.

              


      

      


      
        	
                1.7

              	
                "Product
                  Specifications"
                  shall mean the specifications for the Product that will likely
                  be needed
                  to meet customer and regulatory requirements. These Product Specifications
                  as set forth on the attached Schedule B shall not be modified without
                  the
                  express, written agreement of the parties.


              


      

      


      
        	
                1.8

              	
                "Territory"
                  means those countries identified in Schedule
                  C.

              


      

      


      
        	
                1.9

              	
                “Net
                  Sales” *

              


      

      


      II. APPOINTMENT,
        TERRITORY AND PRODUCT

      


      
        	
                2.1

              	
                Subject
                  to the terms hereof, Skinvisible hereby appoints the Licensee and
                  grants
                  to the Licensee the exclusive right to distribute, sell, market
                  and
                  promote the Product within the Territory. For greater certainty,
                  while
                  this Agreement shall remain in effect, no person, firm or corporation
                  will
                  be granted the right to distribute, sell, market or promote the
                  Product
                  within the Territory other than the
                  Licensee.

              


      

      


      
        	
                2.2

              	
                The
                  Licensee shall be restricted from integrating the Product into
                  the
                  manufacture and production of a separate finished formulation to
                  be
                  distributed, sold, marketed and promoted by or on behalf of the
                  Licensee
                  or its permitted agents, associates, or
                  affiliates.

              


      

      


      *
        The
        confidential portion has been omitted and filed separately with the Securities
        and Exchange Commission 


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.

       

      
        	
                2.3

              	
                In
                  the event the Licensee seeks to private label the Product in the
                  Territory, the Licensee agrees
                  to:

              


      

      


      
        	 	
                (a)
                  

              	
                *

              


      

      


      
        	 	
                (b)
                  

              	
                *

              


      

      


      
        	
                2.4

              	
                Licensee
                  recognizes that Skinvisible is in the business of developing, marketing,
                  selling, and distributing its polymer-based delivery systems and
                  related
                  technologies (including Product), and developing end-use applications
                  therefore, on a worldwide basis. For so long as Licensee retains
                  its
                  license rights for the Product granted under Section 2.1 of this
                  Agreement, Skinvisible shall refrain from selling the Product to
                  customers
                  within the Territory, or engaging any third party as a Licensee
                  of the
                  Product within the Territory.

              


      

       

      III. LICENSEE
        NOT MADE AGENT OR LEGAL REPRESENTATIVE

      


      
        	 	
                This
                  Agreement does not render Licensee an agent or legal representative
                  of
                  Skinvisible for any purpose whatsoever. The Licensee is not granted
                  any
                  right or authority to assume or to create any obligation or
                  responsibility, express or implied, on behalf of or in the name
                  of
                  Skinvisible or to bind Skinvisible in any manner or thing
                  whatsoever.

              


      

      


      IV. PRICING
        AND PAYMENT

      


      
        	
                4.1

              	
                *
                  

              


      

      


      
        	
                4.2

              	
                *

              


      

       

      
        	
                4.3

              	
                *

              


      

       

      
        	
                4.4

              	
                *

              


      

       

      *
        The
        confidential portion has been omitted and filed separately with the Securities
        and Exchange Commission 


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.

       

      
        	
                 4.5

              	
                *

              


      

       

      	4.6          	
              *

            


      


      V. TERMS
        AND CONDITIONS OF POLYMER ORDERS 

      


      
        	
                5.1

              	
                The
                  Licensee shall submit a written purchase order to Skinvisible specifying
                  the amount of Polymer required. Skinvisible agrees to provide an
                  acceptance of an order within three (3) business
                  days after receiving a written purchase order from the Licensee.
                  

              


      

      


      
        	
                5.2

              	
                All
                  of the Polymer ordered by the Licensee shall be shipped within
                  three (3)
                  weeks from the date the acceptance of an order has been delivered
                  to the
                  Licensee and shall carry an expiration date of two (2) years from
                  the date
                  of shipment. Delivery of all Polymer sold by Skinvisible to the
                  Licensee
                  shall be F.O.B. the place of Polymer manufacture. The
                  method and route of shipment shall be at the sole discretion of
                  the
                  Licensee subject to Skinvisible’s guidelines for the method and conditions
                  of shipment which would provide for arrival of the Polymer at the
                  Licensee’s point of delivery in substantially the same condition as such
                  Polymer were at the point of shipment. These guidelines include
                  conditions
                  regarding temperature (which shall not exceed at a maximum of
                  450
                  Celsius and at a minimum of 40
                  Celsius) to preserve the quality and integrity of the Polymer during
                  shipment. Failure of Licensee to abide by Skinvisible’s guidelines in the
                  shipment of the Polymer shall bar the Licensee from making any
                  claim
                  whatsoever against Skinvisible arising from any defect in the Polymer
                  which occurred or arose during shipment. Nothing in this section
                  shall
                  mean or be implied to mean that there is any shifting of the risk
                  of loss
                  of goods to Skinvisible once such goods are placed in the control
                  of
                  Licensee’s carrier. All such risk of loss is borne by Licensee once the
                  Polymer to be shipped has been delivered to or placed in the control
                  of
                  the carrier.

              


      

       

      *
        The
        confidential portion has been omitted and filed separately with the Securities
        and Exchange Commission 


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.

       

      
        	
                5.3

              	
                Title
                  to the Polymer shall pass from Skinvisible to the Licensee upon
                  the
                  delivery to a recognized commercial carrier of the Polymer for
                  shipment to
                  the Licensee. 

              


      

      


      
        	
                5.4

              	
                Skinvisible
                  shall deliver the Polymer to the Licensee free and clear of all
                  liens,
                  encumbrances and security interests and shall not, without the
                  prior
                  written consent of the Licensee: (a) transfer, deliver or otherwise
                  provide the Polymer as listed in the written purchase order submitted
                  by
                  the Licensee to any other person or entity; or (b) assign any rights
                  to
                  the Polymer as listed in the written order submitted by the Licensee
                  to
                  any other person or entity.

              


      

      


      
        	
                5.5

              	
                Prior
                  to receiving an acceptance of the written order from Skinvisible,
                  the
                  Licensee may cancel any order at any time, with or without cause,
                  and the
                  Licensee’s liability for such cancellation shall be limited to
                  Skinvisible’s out-of-pocket costs and expenses incurred for such cancelled
                  order.

              


      

      


      
        	
                5.6

              	
                The
                  Licensee shall give notice to Skinvisible of any claims relating
                  to the
                  non-conformity of Polymer. The Licensee shall make all claims with
                  respect
                  to the Polymer as follows:

              


      

       

      
        	 	
                (a)
                  

              	
                Any
                  claim that a shipment contains a shortage of Polymer or other error
                  in
                  delivery must be made by the Licensee to Skinvisible in writing
                  within
                  seven (7) days from the date of receipt by the
                  Licensee of
                  such shipment of Polymer together with a reasonable description
                  of the
                  delivery error. The Licensee’s failure to make a claim in accordance with
                  the foregoing sentence shall constitute agreement by the Licensee
                  that
                  there was no error in delivery. Provided that the Licensee makes
                  a claim
                  in accordance with this Section 5.6(a) and proves that the shipment
                  contained a shortage of Polymer or other error in delivery, Skinvisible,
                  at the Licensee’s option, shall deliver to the Customer to such
                  location(s) designated by the Licensee, at Skinvisible’s risk and cost and
                  expense, the number of Polymer in shortage in such shipment, or
                  credit the
                  Licensee the amount of such shortage.


              


      

      


      
        	 	
                (b)

              	
                In
                  the event that the Licensee claims that upon delivery any of the
                  Polymer
                  is non-conforming because the Polymer is not consistent with the
                  Certificate of Analysis, the Licensee may reject the same, provided
                  that
                  (i) within thirty (30) days after receipt by the
                  Licensee of such shipment of Polymer, the Licensee notifies Skinvisible
                  in
                  writing of the nonconformity, (ii) the Licensee sends the Polymer
                  out for
                  further review and inspection and it is determined that the Polymer
                  are
                  not consistent with the Certificate of Analysis, (iii) the Licensee
                  returns to Skinvisible, at Skinvisible’s expense, the rejected Polymer or
                  shipment, subject to the terms and conditions hereinafter provided,
                  within
                  seven (7) days after the Licensee receives notice that the further
                  review
                  and inspection of the Polymer found the Polymer to be inconsistent
                  with
                  the Certificate of Analysis, and (iv) none of the Polymer has been
                  changed
                  from its original condition. The Licensee’s failure to make a claim in
                  accordance with the foregoing sentence shall constitute unqualified
                  acceptance of all shipments and Polymer. Following receipt of the
                  rejected
                  Polymer under this Section 5.6(b), Skinvisible shall deliver Polymer
                  consistent with the Certificate of Analysis within fourteen (14)
                  days.
                  Provided that the rejected Polymer has been rejected by the Licensee
                  in
                  accordance with the terms of this Section 5.6(b) and are proved
                  to have
                  been non-conforming, then Skinvisible shall credit the Licensee
                  for the
                  cost of the Polymer and all costs and expenses incurred by the
                  Licensee in
                  shipping the rejected Polymer back to Skinvisible, if such Polymer
                  return
                  requested is made by Skinvisible to the Licensee. The Licensee
                  shall pay
                  the costs of the conforming Polymer within thirty (30) days after
                  receipt
                  by the Licensee. The Licensee shall not be responsible for any
                  royalty
                  payments on the sale of any Polymer that do not conform to the
                  Certificate
                  of Analysis.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

        
          *
            Certain
            portions of this exhibit have been omitted pursuant to a request for
            confidential treatment and those portions have been filed separately
            with the
            Securities and Exchange Commission.

           

        

      

      
        	 	
                (c)
                  

              	
                In
                  the event that the Licensee claims that upon delivery any of the
                  Polymer
                  are non-conforming for any reasons other than as set forth in Section
                  5.6(a) or (b), then Licensee may reject the same, provided that
                  (i) within
                  thirty (30) days after receipt by the
                  Licensee of such shipment of Polymer, the Licensee notifies Skinvisible
                  of
                  such rejection, in writing, together with a reasonable description
                  of why
                  the Polymer have been rejected (the “Rejection Notice”), (ii) the
                  Licensee, at Skinvisible’s option, may return to Skinvisible the rejected
                  Polymer or shipment, subject to the terms and conditions hereinafter
                  provided, within thirty (30) days after the Licensee sends the
                  Rejection
                  Notice, and (iii) none of the Polymer has been changed from its
                  original
                  condition. The Licensee’s failure to make a claim in accordance with the
                  foregoing sentence shall constitute unqualified acceptance of all
                  shipments and Polymer. Provided that the rejected Polymer has been
                  rejected by the Licensee in accordance with the terms of this Section
                  5.5(c) and are proved to have been non-conforming, Skinvisible
                  shall
                  credit the Licensee for the cost of the Polymer and all costs and
                  expenses
                  incurred by the Licensee in shipping the rejected Polymer back
                  to
                  Skinvisible, if such Polymer return requested is made by Skinvisible
                  to
                  the Licensee.

              


      

      


      
        	
                5.7

              	
                The
                  warranty for defective Polymer of Skinvisible as from time to time
                  in
                  effect shall be applicable to all sales of the Polymer by Skinvisible
                  to
                  the Licensee. Notwithstanding the provisions of Article XII hereof,
                  Skinvisible shall have no obligation or liability to the Licensee
                  for any
                  loss, damage or expense of any kind caused directly or indirectly
                  by the
                  Polymer or the use, maintenance, repairs or adjustments of or to
                  the
                  Polymer except as may be provided in such warranty.
                  

              


      

       

      VI. OBLIGATIONS
        OF SKINVISIBLE

      


      6.1 Skinvisible
        shall at all times during the Term of the Agreement:

      


      
        	 	
                (a)

              	
                publish
                  and make available to the Licensee from time to time a list of
                  the Polymer
                  and a list of the prices charged by Skinvisible
                  therefore;

              


      

      


      
        	 	
                (b)

              	
                with
                  respect to each Polymer sold to the Licensee, provide the Licensee
                  with a
                  standard Certificate of Analysis;

              


      

       

      
        	 	
                (c)

              	
                reimburse
                  the Licensee under any warranty obligation of
                  Skinvisible;

              


      

      


      
        	 	
                (d)

              	
                permit
                  the Licensee to use Skinvisible's Invisicare® trademark (collectively
                  "Trademark") for the sole purpose of advertising, marketing and
                  distributing the Product within the Territory, and strictly in
                  accordance
                  with the terms and conditions of the Trademark License Agreement
                  of
                  Schedule E.

              


      

      


      
        	 	
                (e)

              	
                use
                  at least 20% of the royalty fee to help create greater consumer
                  awareness
                  of Skinvisible’s Invisicare® trademark and its
                  value.

              


      

      


      
        	
                6.2

              	
                Skinvisible
                  hereby grants Licensee a royalty-free, non-exclusive, non-transferable
                  license to use Skinvisible's Confidential Information, Improvement
                  Inventions, and Patents that are directly relevant to the advertising,
                  marketing, distribution, and sale of the Product within the Territory
                  under this Agreement, and the manufacture by Licensee of the Product,
                  where applicable under Article VII. This license is limited in
                  scope, and
                  shall not authorize Licensee to use Skinvisible's Confidential
                  Information, Improvement Inventions, or Patents outside of this
                  Agreement
                  without Skinvisible's prior, written
                  consent.

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        *
          Certain
          portions of this exhibit have been omitted pursuant to a request for
          confidential treatment and those portions have been filed separately with
          the
          Securities and Exchange Commission.

         

      

      VII. RIGHT
        TO MANUFACTURE

      


      
        	
                7.1

              	
                Licensee
                  shall have the right to manufacture the Product covered by this
                  Agreement,
                  instead of sourcing it from Skinvisible, provided that: (a) Licensee
                  makes
                  the Product strictly in accordance with the Formula, and that it
                  achieves
                  the Product Specifications; (b) Licensee sources the Polymer ingredient
                  for the Product from Skinvisible; (c) Licensee applies Skinvisible's
                  Invisicare® Trademark in a prominent fashion to all packaging, labels,
                  tags, advertising, and promotional materials associated with the
                  Products;
                  and (d) Licensee pays Skinvisible the license fees and royalties
                  due
                  pursuant to Sections 4.4 and 4.5. Licensee shall notify Skinvisible
                  ninety
                  (90) days prior to its commencement of the manufacture of Product
                  under
                  this Section 7.1.

              


      

      


      
        	
                7.2

              	
                Should
                  Licensee decide to manufacture Product under this Agreement, Skinvisible
                  shall disclose to Licensee as soon reasonably practicable the Formula,
                  Product Specifications, and manufacturing know-how in sufficient
                  detail
                  (using reasonable commercial efforts) to enable Licensee to make
                  the
                  Product. This information shall be treated as Skinvisible's Confidential
                  Information pursuant to Article IX. Notwithstanding the foregoing,
                  Skinvisible shall not be required to disclose any specific information
                  to
                  Licensee in the event that any agreement with a third party would
                  preclude
                  Skinvisible from doing so.

              


      

      


      
        	
                7.3

              	
                Licensee
                  shall bear all costs associated with the: (a) disclosure of the
                  Formula,
                  Product Specifications, manufacturing know-how; (b) adapting such
                  information or technology for its use by Licensee; (c) any necessary
                  training; and (d) any documentation done for Licensee's internal
                  purposes.

              


      

      


      
        	
                7.4

              	
                Licensee
                  shall permit duly authorized representatives of Skinvisible, at
                  reasonable
                  times, upon reasonable nature, and in the company of Licensee's
                  employees
                  to enter any facility where the Product is being manufactured for
                  the
                  purpose of: (a) inspecting those portions of the facility used
                  in the
                  manufacture, handling, or storage of the Product; (b) inspecting
                  the
                  manufacture, handling, and storage of the Product; and (c) ensuring
                  that
                  the provisions of this Agreement are being complied with by Licensee.
                  Such
                  representatives shall comply with all of Licensee's plant safety
                  and other
                  rules and regulations while at the facility.


              


      

      


      VIII. IMPROVEMENT
        INVENTIONS

      


      
        	
                8.1

              	
                Licensee
                  shall have no right to make any modifications or improvements to
                  the
                  Product without Skinvisible's prior, written permission. Modifications
                  or
                  improvements to the Product will not be unreasonably withheld.
                  In the
                  event that Licensee does conceive, develop, or reduce to practice
                  any
                  invention or other information arising from or based upon the use
                  of
                  Skinvisible's Confidential Information or Product (hereinafter
                  "Improvement Invention"), then Skinvisible shall be the sole owner
                  of such
                  Improvement Invention, which shall be subject to the exclusive
                  Licenseeship grant of Article II. Should Licensee desire modification
                  or
                  improvement to be made to the Product, then it shall contract with
                  Skinvisible under a separate agreement to develop such modifications
                  or
                  improvements.

              


      

      


      
        	
                8.2

              	
                Only
                  Skinvisible shall have the right, in its sole discretion, to patent
                  the
                  Product and Improvement Inventions.

              


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        *
          Certain
          portions of this exhibit have been omitted pursuant to a request for
          confidential treatment and those portions have been filed separately with
          the
          Securities and Exchange Commission.

         

      

      IX. CONFIDENTIALITY

      


      
        	
                9.1

              	
                Each
                  party recognizes the importance to the other party that of that
                  other
                  party’s Confidential Information, and such information is critical to
                  the
                  business of the disclosing party. Each party recognizes that neither
                  party
                  would enter into this Agreement without assurance that its Confidential
                  Information and the value thereof will be protected as provided
                  in this
                  Article IX and elsewhere in this
                  Agreement.

              


      

      


      
        	
                9.2

              	
                All
                  Confidential Information shall remain the property of the disclosing
                  party. The receiving party shall hold in strict confidence the
                  disclosing
                  party’s Confidential Information and with no less than the same degree
                  of
                  care that it holds its own confidential and proprietary information,
                  and
                  it will take all reasonable precautions to protect such Confidential
                  Information. The receiving party shall make the Confidential Information
                  received under this Agreement available only to those of its employees
                  who
                  have a need to know the same in connection with their work assignments
                  to
                  further the objections contemplated under this Agreement. No disclosures
                  to third parties shall be made by the receiving party of such Confidential
                  Information without the prior written approval of the disclosing
                  party.
                  The receiving party will use the disclosing party’s Confidential
                  Information only for the purposes and under the circumstances provided
                  in
                  this Agreement.

              


      

      


      
        	
                9.3

              	
                Upon
                  any termination of this Agreement, or earlier at a party's request,
                  each
                  party will return the other party’s Confidential Information and all
                  documents or media containing any such Confidential Information
                  to the
                  other party, except that the receiving party has the right to keep
                  one
                  copy of such information for legal purposes (which shall remain
                  subject to
                  the confidentiality provisions set forth herein), including, but
                  not
                  limited to, copies of all documentation required by the
                  FDA.

              


      

      


      
        	
                9.4

              	
                Each
                  party acknowledges and agrees that the other party shall be entitled
                  to
                  appropriate equitable relief in addition to whatever remedies it
                  may have
                  at law in the event of a breach by the other party of its covenants
                  contained in this Article IX. The foregoing provision is in addition
                  to,
                  and not in limitation of, any and all remedies at law, in equity
                  or
                  otherwise, that the non-breaching party may have upon the other
                  party’s
                  breach of this Agreement.

              


      

      


      
        	
                9.5

              	
                Except
                  as otherwise provided in this Agreement, either party shall immediately
                  notify the other party of any private or governmental request for
                  Confidential Information or any other information or documents
                  relating to
                  the Product or this Agreement. Each party shall have the right
                  to
                  participate in the other party’s response to any such request. If a party
                  receives any legal instrument requiring the production of data,
                  work
                  papers, reports, or other materials relating to this Agreement,
                  that party
                  shall: (a) give the other party, if possible, the opportunity to
                  participate in quashing, modifying or otherwise responding to any
                  compulsory process in an appropriate and timely manner; and (b)
                  cooperate
                  fully with the other party’s efforts to narrow the scope of any such
                  compulsory process, to obtain a protective order limiting the use
                  or
                  disclosure of the information sought, or in any other lawful way
                  to obtain
                  continued protection of the Confidential
                  Information.

              


      

      


      
        	
                9.6

              	
                If
                  either party becomes aware of the loss, theft or misappropriation
                  of
                  Confidential Information which is in its possession or control,
                  it shall
                  notify the other party in writing within seven (7) days of its
                  discovery
                  of such loss, theft or
                  misappropriation.

              


      

      


      
        	
                9.7

              	
                The
                  rights and duties of this Article 9 shall survive the termination
                  of this
                  Agreement, whether upon expiration or termination by either
                  party.

              


      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        *
          Certain
          portions of this exhibit have been omitted pursuant to a request for
          confidential treatment and those portions have been filed separately with
          the
          Securities and Exchange Commission.

         

      

      X. TERM
        AND TERMINATION

      


      
        	
                10.1

              	
                This
                  Agreement shall continue in full force and effect for twenty (20)
                  years
                  from the Effective Date or the last to expire of the Patents, whichever
                  occurs first, unless otherwise terminated as provided in Section
                  10.2
                  below, or by mutual written consent of the parties
                  hereto.

              


      

      


      
        	
                10.2

              	
                Either
                  party may terminate this Agreement at any time as follows:

              


      

      


      
        	 	
                (a)
                  

              	
                By
                  either party, effective immediately, in the event that the other
                  party
                  should fail to materially perform any of its material obligations
                  under
                  this Agreement and should fail to remedy such failure within thirty
                  (30)
                  calendar days after receiving written demand to remedy such
                  failure.

              


      

      


      
        	 	
                (b)

              	
                By
                  either party, upon thirty (30) days’ written notice if a force majeure
                  event described in Section 15.1 shall have occurred and continue
                  for sixty
                  (60) days.

              


      

      


      
        	
                10.3

              	
                Skinvisible
                  may terminate this agreement at any time if the Licensee should
                  become the
                  subject of any voluntary or involuntary bankruptcy, receivership
                  or other
                  insolvency proceedings or make an assignment or other arrangement
                  for the
                  benefit of its creditors, or if such other party should be nationalized
                  or
                  have any of its material assets
                  expropriated.

              


      

      


      
        	
                10.4

              	
                This
                  Agreement may also be terminated by mutual agreement of the
                  parties.

              


      

      


      XI. EFFECT
        OF TERMINATION

      


      
        	
                11.1

              	
                The
                  rights, duties and obligations of the parties upon and following
                  the
                  expiration or termination of this Agreement however occurring shall
                  be
                  governed by the following
                  provisions:

              


      

      


      
        	 	
                (a)
                  

              	
                The
                  termination of this Agreement shall not release or affect, and
                  this
                  Agreement shall remain fully operative as to, any obligations or
                  liabilities incurred by either party prior to the effective date
                  of such
                  termination;

              


      

      


      
        	 	
                (b)

              	
                Skinvisible,
                  subject to its production capabilities, shall fill all orders submitted
                  by
                  the Licensee during the term of this Agreement regardless of whether
                  any
                  of the Polymer in such orders are to be delivered after the expiration
                  or
                  termination of this Agreement. During such period of time that
                  Skinvisible
                  is filling such orders, all terms of this Agreement shall apply
                  between
                  the parties with respect to such production;
                  and

              


      

      


      
        	 	
                (c)

              	
                Notwithstanding
                  the provisions of Article XII hereof, Skinvisible shall, by reason
                  only of
                  the expiration or termination of this Agreement in accordance with
                  the
                  terms of this Agreement, be liable in any manner whatsoever to
                  the
                  Licensee for any damage of any kind whether direct, indirect or
                  conse-quential, or for any profits on anticipated sales, or for
                  any
                  expenditures or investments; and 

              


      

      


      
        	 	
                (d)

              	
                Upon
                  the effective date of termination of this Agreement, the parties
                  hereto
                  acknowledge that the provisions set forth in Article II herein
                  will no
                  longer be in effect and that any limitations on the parties pertaining
                  to
                  sales and marketing and potential customers are dissolved and the
                  parties
                  are free to contract with any third party for future business;
                  and

              


      

      


      
        	 	
                (e)

              	
                Termination
                  or expiration of this Agreement for any reason shall not relieve
                  the
                  parties of their obligations under Articles VII, IX, X, XI, XII,
                  XIII, and
                  XIV of this Agreement.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.

       

      XII. WARRANTY
        AND REPRESENTATIONS

      


      
        	
                12.1

              	
                As
                  an essential term of this Agreement, each party hereby warrants
                  and
                  represents to the other party that it is entitled to disclose to
                  and
                  license the other party to use its Confidential Information, Improvement
                  Inventions, and Patents under the terms of this Agreement without
                  violating the trade secret or contractual rights of any third
                  party.

              


      

      


      EXCEPT
        AS
        SET FORTH IN SECTION 12.1 OR AS OTHERWISE SPECIFICALLY STATED HEREIN, THE
        PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
        WITHOUT
        LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS OR A PARTICULAR PURPOSE,
        PATENT VALIDITY, OR NON-INFRINGEMENT OF A THIRD-PARTY PATENT OF OTHER
        INTELLECTUAL PROPERTY RIGHTS REGARDING THE USE OR COMMERCIALIZATION OF PRODUCT,
        CONFIDENTIAL INFORMATION, IMPROVEMENT INVENTIONS, OR PATENTS.

      


      XIII. INDEMNIFICATION

      


      
        	
                13.1

              	
                Each
                  party shall indemnify, defend and hold harmless the other party
                  from any
                  and all claims, costs, liabilities, or damages (including reasonable
                  attorney's fees) arising from its:

              


      

      


      (a) uncured
        material breach of this Agreement;

      


      (b) breach
        of
        any Warranty or Representation provided pursuant to Article XI;

      


      
        	 	
                (c)

              	
                grossly
                  negligent, or wilful acts or omissions. Each party shall be responsible
                  for any and all damages that it is subjected to by means of its
                  own
                  grossly negligent, or wilful acts or
                  omissions.

              


      

      


      	13.2  	
              In
                the event a third-party lawsuit is filed against a party (the
                "Indemnitee") due to the grossly negligent, or wilful actions or
                omissions
                of the other party (the "Indemnitor"), then the Indemnitee shall
                promptly
                provide notice of such suit to the Indemnitor, and permit the Indemnitor
                to control its defense, including the terms under which any such
                suit is
                settled. The Indemnitee shall provide all reasonable cooperation
                to the
                Indemnitor at the Indemnitor's expense in the defense of that
                suit.

            


      


      	13.3  	
              Provided
                Licensee gives Licensor prompt written notice of any claim, Licensor
                will
                indemnify, defend and hold Licensee harmless from any and all claims,
                suits, actions, proceedings, costs and expenses, including reasonable
                attorney fees and expenses, incurred by Licensee arising from any
                claim by
                a third party that the Confidential Information, Improvement
                Inventions and Patents of Licensor included in this Agreement
                infringe on the proprietary rights of a third party. The defense
                and
                settlement of any such claim will be the sole responsibility of
                Licensor.

            


      XIV. MISCELLANEOUS
        PROVISIONS

      


      
        	
                14.1

              	
                Neither
                  party shall be in default hereunder by reason of any failure or
                  delay in
                  the performance of any obligation under this Agreement where such
                  failure
                  or delay arises out of any cause beyond the reasonable control
                  and without
                  the fault or negligence of such party. Such causes shall include,
                  without
                  limitation, storms, floods, other acts of nature, fires, explosions,
                  riots, war or civil disturbance, strikes or other labor unrests,
                  embargoes
                  and other governmental actions or regulations which would prohibit
                  either
                  party from ordering or furnishing the Polymer or Product, or from
                  performing any other aspects of the obligations hereunder, delays
                  in
                  transportation, and inability to obtain necessary labor, supplies
                  or
                  manufacturing facilities.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.

       

      
        	
                14.2
                  

              	
                Each
                  and every right and remedy hereunder is cumulative with each and
                  every
                  other right and remedy herein or in any other agreement between
                  the
                  parties or under applicable law.

              


      

      


      
        	
                14.3

              	
                Each
                  party hereby acknowledges receipt of a signed copy of this
                  Agreement.

              


      

      


      
        	
                14.4

              	
                Nothing
                  contained in this Agreement shall create or shall be construed
                  as creating
                  a partnership, a joint venture, agency or employment relationship
                  between
                  the parties. The parties agree to perform their obligations in
                  accordance
                  with this Agreement at arms’ length and only as independent contractors.
                  Neither party has the right or authority to assume nor create any
                  obligations or responsibilities, express or implied, on behalf
                  of the
                  other party, and neither party may bind the other party in any
                  manner or
                  thing whatsoever. Neither party shall be liable, except as expressly
                  provided otherwise in this Agreement, for any expenses, liabilities
                  or
                  other obligations incurred by the
                  other.

              


      

      


      
        	
                14.5

              	
                Skinvisible
                  and the Licensee each represent and warrant to the other that it
                  is duly
                  organized, validly existing and in good standing under the laws
                  of the
                  State or Commonwealth (as applicable) in which incorporated, and
                  that it
                  has full corporate power and authority to carry on the business
                  presently
                  being conducted by it and to enter into and to perform its obligations
                  under this Agreement. 

              


      

      


      
        	
                14.6

              	
                Skinvisible
                  and the Licensee each represent and warrant to the other that it
                  has taken
                  all action necessary to authorize the execution and delivery of
                  this
                  Agreement and the performance of each party’s respective obligations
                  hereunder. Each party’s officer executing this Agreement on its behalf has
                  the legal power, right and authority to bind the party to the terms
                  and
                  conditions of this Agreement, and when he or she executes and delivers
                  this Agreement and any instruments contemplated herein, he or she
                  will
                  have the power, right and authority to bind the party
                  thereto.

              


      

      


      
        	
                14.7

              	
                All
                  notices, requests, demands and other communications hereunder shall
                  be
                  given in writing and shall be: (a) personally delivered; (b) sent
                  by
                  telecopy, facsimile transmission or other electronic means of transmitting
                  written documents with confirmation of receipt; or (c) sent to
                  the parties
                  at their respective addresses indicated herein by registered or
                  certified
                  mail, return receipt requested and postage prepaid, or by private
                  overnight mail courier services with confirmation of receipt. The
                  respective addresses to be used for all such notices, demands or
                  requests
                  shall be as set forth on page 1 hereof or to such other person
                  or address
                  as either party shall furnish to the other in writing from time
                  to time.
                  If personally delivered, such communication shall be deemed delivered
                  upon
                  actual receipt by the “attention” addressee or a person authorized to
                  accept for such addressee; if electronically transmitted pursuant
                  to this
                  paragraph, such communication shall be deemed delivered the next
                  business
                  day after transmission (and sender shall bear the burden of proof
                  of
                  delivery); if sent by overnight courier pursuant to this paragraph,
                  such
                  communication shall be deemed delivered upon receipt by the “attention”
                  addressee or a person authorized to accept for such address; and
                  if sent
                  by mail pursuant to this paragraph, such communication shall be
                  deemed
                  delivered as of the date of delivery indicated on the receipt issued
                  by
                  the relevant postal service, or, if the addressee fails or refuses
                  to
                  accept delivery, as of the date of such failure or refusal. Any
                  party to
                  this Agreement may change its address for the purposes of this
                  Agreement
                  by giving notice thereof in accordance with this Section
                  14.7.

              


      

      


      
        	
                14.8

              	
                This
                  Agreement may not be amended or modified otherwise than by a written
                  agreement executed by the parties hereto or their respective successors
                  and legal representatives. 

              


      

      


      
        	
                14.9

              	
                This
                  Agreement is not intended, nor shall it be construed, to confer
                  upon any
                  person except the parties hereto and its successors and permitted
                  assigns
                  any rights or remedies under or by reason of this Agreement, except
                  as
                  contemplated herein.

              


      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

        
          *
            Certain
            portions of this exhibit have been omitted pursuant to a request for
            confidential treatment and those portions have been filed separately
            with the
            Securities and Exchange Commission.

           

        

      

      
        	
                14.10

              	
                This
                  Agreement and all matters arising under or growing out of or in
                  connection
                  with or in respect of this Agreement shall be governed by and construed
                  in
                  accordance with the laws of the State of Nevada.
                  

              


      

      


      
        	
                14.11

              	
                The
                  headings in this Agreement are inserted for convenience only and
                  shall not
                  constitute a part hereof.

              


      

      


      
        	
                14.12

              	
                Each
                  provision contained in this Agreement is declared to constitute
                  a separate
                  and distinct covenant and provision and to be severable from all
                  other
                  separate, distinct covenants and provisions. In any provision of
                  this
                  Agreement is or becomes invalid, illegal, or unenforceable in any
                  jurisdiction, such provision shall be deemed amended to conform
                  to
                  applicable laws as to be valid and enforceable or, if it cannot
                  be so
                  amended without materially altering the intention of the parties,
                  it shall
                  be stricken and the remainder of this Agreement shall remain in
                  full force
                  and effect.

              


      

      


      
        	
                14.13

              	
                No
                  waiver of a breach of any provision of this Agreement shall be
                  deemed to
                  be, or shall constitute, a waiver of a breach of any other provision
                  of
                  this Agreement, whether or not similar, nor shall such waiver constitute
                  a
                  continuing waiver of such breach unless otherwise expressly provided
                  in
                  such waiver.

              


      

      


      
        	
                14.14

              	
                This
                  Agreement may not be assigned by the Licensee without the prior
                  written
                  consent of Skinvisible which may not be unreasonably withheld.
                  Skinvisible
                  may assign, transfer, or convey its manufacturing obligations to
                  third
                  parties who shall be bound by the same standards as Skinvisible.
                  

              


      

      


      
        	
                14.15

              	
                All
                  prices quoted in this Agreement are exclusive of all applicable
                  sales, use
                  or other excise taxes (including sales tax and goods and services
                  tax).
                  The Licensee is responsible for all taxes and similar charges customary
                  for a buyer of product and services as herein
                  contemplated.

              


      

      


      
        	
                14.16

              	
                All
                  disputes, claims or controversies arising out of or relating to
                  this
                  Agreement, or the breach, termination or invalidity hereof, shall
                  be finally settled in United States under the Rules of Commercial
                  Arbitration of the American Arbitration Association by one or more
                  arbitrators appointed in accordance with the said Rules. The arbitration
                  shall take place in Las Vegas,
                  Nevada.

              


      

      


      
        	
                14.17

              	
                The
                  parties agree to execute such documents, make such filings and
                  take such
                  actions as may be reasonably necessary at the request of the other
                  party
                  to give full force and effect to the provisions
                  hereof.

              


      

      


      	14.18  	
              This
                Agreement may be executed in one or more counterparts, each of which
                when
                taken together shall constitute one and the same instrument. This
                Agreement may be delivered by personal delivery of facsimile
                transmission.

            


      


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

       

      
        
          	 	SKINVISIBLE PHARMACEUTICALS,
                  INC.	 
	By:	/s/ Terry H. Howlett	Date:  04/11/07
	 	Name: Terry H. Howlett	 
	 	Title: President / CEO	 


        

      

              


        
          	 	
                  DRJ
                    GROUP, INC. 

                	
                
	
                  By:

                	/s/ Robert
                  L.
                  Miller	
                  Date:
                    04/11/07

                
	 	
                  Name:
                    Mr. Robert L. Miller

                	 
	 	
                  Title:
                    President

                	 


        

        
 

      

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.


       

      SCHEDULE
        A

      


      Invisicare®
        Polymer Description

      


      


      

      


      *

      


      


      *
        The
        confidential portion has been omitted and filed separately with the Securities
        and Exchange Commission 


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.


      


      SCHEDULE
        B

      


      Product
        Formulation and Specifications 

      


      


      *

      


      *
        The
        confidential portion has been omitted and filed separately with the Securities
        and Exchange Commission 


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.


      


      SCHEDULE
        C

      


      Territory

      


      


      North
        America

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        *
          Certain
          portions of this exhibit have been omitted pursuant to a request for
          confidential treatment and those portions have been filed separately with
          the
          Securities and Exchange Commission.


      

      


      SCHEDULE
        D

      


      Polymer
        Pricing per Lb. 

      


      
        	
                Invisicare®
                  

              	
                39
                  - 858 Lbs.

              	
                1287
                  - 2145 Lbs.

              	
                2574
                  - 3861 Lbs.

              	
                4290
                  + Lbs.

              
	
                Polymer

              	
                1
                  Pail to 2 Drums

              	
                3
                  to 5 Drums

              	
                6
                  to 9 Drums

              	
                10+
                  Drums

              
	 	
                 

              	
                 

              	
                 

              	
                 

              
	
                Invisicare®
                  M-1

              	
                *

              	
                *

              	
                *

              	
                *

              


      

      


      


      *
        The
        confidential portion has been omitted and filed separately with the Securities
        and Exchange Commission 


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      *
        Certain
        portions of this exhibit have been omitted pursuant to a request for
        confidential treatment and those portions have been filed separately with
        the
        Securities and Exchange Commission.


      


      SCHEDULE
        E

      


      TRADEMARK
        LICENSE AGREEMENT

      


      


      BY
        AND
        BETWEEN; 

      


      SKINVISIBLE
        PHARMACEUTICALS, INC., a
        company
        incorporated under the laws of the State of Nevada having its principal place
        of
        business located at Unit #10 - 6320 South Sandhill Road, Las Vegas, Nevada,
        89120 (“Skinvisible”);

      


      AND
        

      


      DRJ
        GROUP, INC.,
        a
        company incorporated under the laws of the State of California having its
        principal place of business located at 171 Saxony Road, Suite 202 Encinitas,
        CA
        92024 (hereinafter referred to as "Licensee").

       

      


      WITNESSETH:

      


      WHEREAS,
        Skinvisible is the owner of the trademark Invisicare®, which is the subject of
        U.S. Registration No. 2,663,235 issued on December 17, 2002 for "excipients,
        namely, polymers for use in the manufacture of topically applied
        pharmaceuticals, cosmetics, and skincare products in classes 1, 5, 6, 10,
        26 and
        46." (collectively "Trademark");

      


      WHEREAS,
        Licensee desires to obtain a license to use the said Trademark in connection
        with the advertising, marketing, distribution, and sale of Skinvisible's
        Product
        within the Territory under the terms and conditions of the Licensing Agreement
        between the Parties of even date herewith ("Licensing Agreement"), as such
        Product and Territory terms are defined therein; and

      


      WHEREAS,
        Skinvisible is willing to permit Licensee to use the Trademark under the
        terms
        and conditions of this Agreement.

      


      NOW,
        THEREFORE, in consideration of the mutual undertakings and obligations herein
        contained, the Parties agree as follows:

      


      
        	
                1.

              	
                Skinvisible
                  hereby grants to Licensee, subject to all the terms and conditions
                  herein
                  contained, a non-exclusive, royalty-free, non-transferable license
                  to use
                  the Trademarks for the sole purpose of manufacturing, advertising,
                  marketing, distributing, and selling the Products within Territory
                  strictly in accordance with the terms and conditions of the Licensing
                  Agreement.

              


      

      


      
        	
                2.

              	
                Licensee
                  agrees that it will use the Trademark on all Product or on the
                  packages
                  for such Product, but only on Product which are produced and packaged
                  in
                  strict compliance with the standards and directions laid down in
                  writing
                  by Skinvisible, and further agrees that it will use the Trademark
                  only on
                  or in connection with Product which meets or exceeds Skinvisible's
                  standards.

              


      

      


      
        	
                3.

              	
                Skinvisible
                  shall have the right at all reasonable times to inspect and examine
                  the
                  methods, processes, containers, and materials used by Licensee
                  in
                  producing the Product on which the Licensee uses the Trademark,
                  and to
                  request samples of such Product and associated materials, and Licensee
                  agrees to permit such inspections and examinations and to furnish
                  such
                  samples.

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
        *
          Certain
          portions of this exhibit have been omitted pursuant to a request for
          confidential treatment and those portions have been filed separately with
          the
          Securities and Exchange Commission.

         

      

      
        	
                4.

              	
                Licensee
                  shall have the right to refer to the Trademark in advertising and
                  promotional literature and the like, as well as on labels for the
                  Products
                  sold under the Trademark. Licensee agrees that, on each label,
                  advertisement, or other piece of material bearing the Trademark,
                  such
                  Trademark shall be conspicuously displayed and shall be keyed by
                  a
                  footnote reading "Invisicare® is a registered trademark used under license
                  from Skinvisible Pharmaceuticals, Inc." Licensee further agrees
                  that all
                  labels, advertising, and other materials in which the Trademark
                  is used,
                  and which have not been supplied to Licensee by Skinvisible, must
                  have the
                  prior approval of Skinvisible, and Licensee agrees to submit samples
                  of
                  all such labels, etc. to Skinvisible prior to
                  use.

              


      

      


      
        	
                5.

              	
                Licensee
                  acknowledges Skinvisible's exclusive ownership of all right, title,
                  and
                  interest in and to the Trademark, and agrees that Licensee's use
                  of the
                  Trademark shall inure to the benefit of Skinvisible. Licensee further
                  agrees that it will in no way dispute, impugn, or attack the validity
                  of
                  said Trademark or rights thereto.

              


      

      


      
        	
                6.

              	
                The
                  term of this Agreement shall be the same as the term set forth
                  in Article
                  X of the Licensing Agreement. Once Licensee ceases to distribute
                  and sell
                  the Product, it shall immediately stop using the Trademark.
                  

              


      

      


      
        	
                7.

              	
                If,
                  at any time, Licensee should use the Trademark for goods not produced
                  in
                  accordance with the standards and directions laid down by Skinvisible,
                  or
                  for goods not meeting the quality standards set forth in the Licensing
                  Agreement, or if, at any time, Licensee breaches any other provision
                  of
                  this Agreement or fails to observe any of its obligations hereunder,
                  then
                  the license granted herein shall terminate thirty (30) days after
                  receipt
                  of written notice from Skinvisible to that effect, provided that
                  Licensee
                  has not cured any breach or default to the satisfaction of Skinvisible
                  by
                  the end of said thirty (30) day
                  period.

              


      

      


      
        	
                8.

              	
                This
                  Agreement may not be assigned or otherwise transferred by Licensee
                  (by
                  operation of law or otherwise) to any entity without prior written
                  consent
                  of Skinvisible which will not be unreasonably withheld..
                  

              


      

      


      
        	
                9.

              	
                Licensee
                  agrees to notify Skinvisible immediately of any apparent infringement
                  of
                  the Trademark. Skinvisible shall take such action regarding such
                  infringement as it deems, in its sole discretion, to be necessary
                  or
                  desirable, and Licensee agrees to cooperate
                  therein.

              


      

      


      	10.  	
              Skinvisible
                will maintain the Trademark registration at its own
                cost.