ex101


    *
      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. 

    


    MASTER
      SALES, COLLABORATION AND DISTRIBUTION AGREEMENT

    


    THIS
      MASTER SALES COLLABORATION AND DISTRIBUTION AGREEMENT ("Agreement") is made
      effective as of October 6, 2005 by and among Skinvisible Pharmaceuticals, Inc.
      a
      corporation organized and existing under the laws of the State of Nevada,
      ("SKVI") and EMD Chemicals Inc., a corporation organized and existing under
      the
      laws of the State of New York ("EMD").

    


    WHEREAS,
      SKVI is engaged in the business of, among other things, developing and selling
      polymer and polymer delivery systems sold under the brand name
      Invisicare®;
      and

    


    WHEREAS,
      Invisicare® is a patented product belonging to SKVI; and 

    


    WHEREAS,
      EMD is engaged in the business of selling cosmetic pigments and chemicals to
      the
      end users thereof; and

    


    WHEREAS,
      EMD is willing to become the exclusive, world-wide seller and distributor of
      Product (defined below) in the Field (defined below); and

    


    WHEREAS,
      EMD will market the Product to prospective customers in the Field, SKVI and
      EMD
      will collaborate to develop Product formulations for such prospective customers;
      and 

    


    WHEREAS,
      SKVI possesses the technical and scientific resources and competencies to
      develop Product for individual prospective customers application;
      and

    


    WHEREAS,
      SKVI and EMD intend that they shall share compensation from customers for
      Product which may include: payment for Product, a license fee and royalty on
      Product sales by EMD customers; and 

    


    WHEREAS,
      EMD and SKVI are willing to extend such licenses as necessary to support such
      consideration, including exclusivity as may be needed; and 

    


    WHEREAS,
      SKVI and EMD intend that this Agreement serve as a master or base form of supply
      agreement and that SKVI and EMD shall agree upon and enter into customer
      specific supply agreements with each other, as needed, for the supply of Product
      to EMD’s customers; and 

    


    NOW
      THEREFORE, in consideration of the foregoing promises and the mutual covenants
      hereinafter expressed, the parties hereto agree as follows:

    


    1.
      DEFINITIONS

    


    For
      purposes of this Agreement, the following words and terms shall have the meaning
      set forth below:

    


    1.1 "Area"
      shall
      mean the entire world.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    1.2 "Effective
      Date"
      shall
      mean the date set forth in the first paragraph of this Agreement.

    


    1.3 “Field”
shall
      mean the cosmetics and personal care markets, but excluding the
      antimicrobial/barrier market, the prescription drug market, the over-the-counter
      drug market, and the market for sunless tanning sprays with viscosities of
      less
      than 200 cts. In addition, the Field shall exclude the following existing
      clients of SKVI: Dermal Defense, Inc., Safe4Hours, Inc., JD Nelson &
Associates, Inc., Cross Global, Inc. dba Sunless Beauty, and Natural Body Care,
      Inc. dba Sensaria.

    


    1.4 Product"
      shall
      mean Invisicare®
      conforming to the Specifications (defined below).

    


    1.5 "Termination
      Date"
      shall
      mean the date upon which this Agreement is cancelled or terminated, as provided
      in §§13 and 14 herein.

    


    1.6 “Specifications”
shall
      mean the specifications for Invisicare®
      set
      forth in Schedule A which is attached hereto and incorporated into this
      Agreement.

    


    2.
      GRANT
      OF DISTRIBUTORSHIP

    


    2.1 Exclusive
      Distributorship.
      Upon
      the terms and conditions set forth herein, SKVI appoints EMD as the exclusive
      distributor for the sale and promotion of the Product (including the
      sub-licensing to EMD’s customers of any licenses necessary to utilize the
      Product) to the Field throughout the Area. EMD may appoint other
      sub-distributors or agents hereunder, including any of its affiliated companies,
      including any of the Merck KGaA group companies. EMD may only appoint
      non-affiliated companies after providing written notification to SKVI. EMD
      shall
      be entirely responsible for the performance of its sub-distributors and/or
      agents and nothing in this Agreement shall be deemed to create the relationship
      of principal and agent, or any similar relationship, between SKVI and EMD and/or
      any sub-distributor or agent of EMD.

    


    2.1.1
      SKVI will use its best efforts to ensure that EMD’s exclusive distributorship of
      Product to the Field is respected throughout the Area. 

    


    2.1.2
      EMD
      will maintain staff, equip and facilities (which SKVI may inspect from time
      to
      time during regular business hours and upon reasonable written notice) for
      the
      marketing and sale of the Product in the Area. Such facilities shall be
      sufficient to enable EMD to satisfy properly its marketing and sales
      responsibilities under this Agreement.

    


    2.2 Minimum
      Revenue Milestones.
      EMD
      shall use reasonable, commercial efforts to market and sell the Product within
      the Area, which efforts shall include but not be limited to prompt performance
      of all of its obligations under this Agreement. In this regard, EMD will use
      reasonable, commercial efforts to achieve the minimum revenue milestones as
      set
      forth in Schedule “D” attached hereto. In the event that EMD fails to meet the
      minimum revenue milestones (excluding revenues lost due to causes beyond EMD’s
      control) in any of the purchase periods as noted in the schedule, EMD shall
      develop a revised marketing plan intended to achieve the minimum revenue
      milestones


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (“Revised
      Plan”) and will provide SKVI a written summary of the Revised Plan within 30
      days after the end of the prior purchase period. SKVI shall have the right,
      at
      its reasonable discretion, to accept or reject the Revised Plan. Once SKVI
      gives
      notice of its acceptance of the Revised Plan, EMD shall have an additional
      six-months from notification to make up the balance of the minimum revenue
      milestones for such prior purchase period. If after such six-months EMD is
      unable to make up such prior minimum revenue milestones, SKVI shall have the
      right to terminate the exclusivity of the distribution rights hereunder and
      shall be entitled to seek other customers or distributors for the Products
      in
      the Field within the Area. EMD shall retain the rights to continue to distribute
      and promote the Products in the Area on a non-exclusive basis under all the
      other terms of this Agreement. In the event that EMD is unable to meet its
      target minimum purchase obligations for two consecutive years, SKVI shall also
      have the right to terminate the exclusivity of the EMD distribution rights
      hereunder. 

    


    2.3  Equity
      Option.
      SKVI
      and EMD agree to negotiate in good faith a definitive stock option agreement
      whereby EMD would have the right to acquire a 10% interest in SKVI at an
      appropriate cost of $US 1,000,000 if exercised prior to December 31,
      2006.

     

    3.
      PRICE
      OF PRODUCT/ EMD COMPENSATION

    


    3.1 Determination
      of Price.
      Unless
      otherwise agreed upon by the parties, Product shall be sold to EMD by SKVI
      at
      prices as are based those in the column noted “List Price” in Schedule “B” which
      is linked to the Revenue milestones in Schedule “C”, as may be amended by the
      parties from time to time. Prices shall not include taxes, if any, which shall
      be payable by EMD. The parties agree to regularly meet and discuss current
      market conditions and opportunities where volume price discounts might be
      desirable or necessary to achieve additional Product sales.

    


    3.2 Commission
      / Compensation to EMD.
      As set
      forth in Schedule “C”, EMD’ shall be entitled to the specified percentage on the
      gross revenues generated from sales and / or licensing of Product made by EMD
      and SKVI to customers in the Field pursuant to this Agreement. 

    


    3.3 Customer
      Supply Commitment.
      For each
      customer, EMD and SKVI shall agree upon firm pricing regarding customer specific
      supply, such Customer Specific Supply Agreements shall be in writing and shall
      further prescribe, inter alia,
      the
      customer, product, product specification, quantities, term, intellectual
      property licenses, and all other terms particular to the circumstance and as
      agreed upon by EMD and SKVI (hereinafter “Customer Specific Supply Agreements”).
      Such Customer Specific Supply Agreements shall incorporate all rights and
      obligations stated herein and shall control over the terms of this Agreement.
      

    


    3.4 Current
      Price.
      Except
      as otherwise agreed by the parties under Section 3.3, and 3.1 for orders
      accepted by SKVI under Section 5.1, SKVI reserves the right to revise prices
      as
      soon as notified by any of its raw ingredient suppliers and shall provide
      written notice of any such price revision immediately. Any price revision shall
      be limited to documented changes in the costs of raw materials, labor and/or
      energy.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    4.
      PAYMENT
      FOR PRODUCTS

    


    4.1 Terms
      of Payment.
      Unless
      otherwise agreed, all payments due SKVI shall be made within forty five (45)
      days following the date of the invoice for the Product shipped.

     

    5.
      ACCEPTANCE
      OF ORDERS AND SHIPMENT OF PRODUCTS

    


    5.1 Acceptance
      of Orders.
      Except
      as otherwise agreed by the parties in any Customer Specific Supply Agreement
      under Section 3.3, SKVI will not be bound by any order placed by EMD for the
      Product until such order has been accepted by SKVI in writing at its offices
      in
      Las Vegas, Nevada. SKVI shall use all commercially reasonable efforts to accept
      all orders from EMD. 

    


    5.2 Inconsistent
      Terms in an Order.
      This
      Agreement shall supersede any and all pre-printed terms on any purchase orders,
      invoices, order acknowledgments and other related documents exchanged by the
      parties, excluding Customer Specific Supply Agreements entered into under
      Section 3.3. 

    


    5.3 Forecasts.
      EMD
      shall provide SKVI with such projections of its requirements for Product as
      is
      reasonable and agreed upon from time to time, so that SKVI can ensure that
      the
      necessary raw materials are procured. Should the quantity of
      Invisicare®
      be
      smaller than EMD's annual projection of its requirement for the respective
      year,
      SKVI will endeavor to make alternative supply arrangements.

    


    5.4 Shipping
      of the Product.
      SKVI
      shall ship to EMD Product set forth in an order accepted by SKVI within the
      time
      specified in such order. Delivery of all Product sold by SKVI to Distributor
      shall be f.o.b., place of manufacture. The method and route of shipment, unless
      specified by EMD, shall be at the discretion of SKVI. 

    


    5.5 Return
      of Product.

    


    5.5.1 Non-defective
      Product.
      EMD
      shall not return non-defective Product without prior written authorization
      of
      SKVI for such return. EMD shall bear all costs and expenses of returning Product
      and all risk of loss until returned Product are received at the address of
      SKVI
      set forth above, or at such other location as SKVI shall have designated for
      return. All returned Product must be received by SKVI in their original,
      unopened and completely resaleable containers. Product without original markings
      and/or labels will not be accepted for return.

    


    5.5.2 Defective
      Product.
      EMD or
      its customers may return defective Product to SKVI, at the expense of
      SKVI.

    


    5.6 Quality
      Control.
      SKVI
      will adhere to good manufacturing practice (GMP) requirements and procedures,
      including without limitation those relating to quality control to assure Product
      conforms to the quality and Specifications as set out under this Agreement.
      


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    6.
      UNDERTAKINGS
      OF THE PARTIES

    


    6.1 Sale
      of Product.
      EMD,
      its representatives and employees, shall conduct all marketing and sales
      activities in connection with Product in a manner, consistent with applicable
      laws and standards of fair trade, fair competition and business
      ethics.

    


    6.2 Marketing
      Efforts.
      EMD
      will use reasonable, commercial efforts to diligently and faithfully develop
      demand for Product and to solicit purchases of Product. At all times hereunder,
      EMD shall maintain adequate facilities and personnel to accomplish this purpose.
      

    


    6.3 Technical
      Support.
      EMD and
      SKVI shall collaborate to develop customer specific Product applications as
      desired by customers in the Field. SKVI represents and warrants that it
      possesses and will maintain adequate facilities and technical and scientific
      resources to fulfill customer needs related to Product for application in the
      Field. 

    


    6.4 Technical
      Data.
      SKVI
      represents and warrants that it has provided EMD with true and complete copies
      of all relevant literature, toxicological studies and efficacy studies and
      similar technical information (collectively, “Technical Information”), either in
      its possession or known to it, and SKVI will continue to provide EMD and its
      customers such additional Technical Information as SKVI becomes aware of it
      and
      as is necessary to serve the purposes of this Agreement.

    


    6.5 Regulatory
      Matters.
      

    


    6.5.1 SKVI
      shall develop and maintain an adequate quality system, including Product lot
      tracking data base, sufficient to satisfy applicable legal requirements and
      Product Specification requirements set forth in Schedule A, and shall make
      such
      systems and data available to EMD and its customers.

    


    6.5.2 Each
      party shall keep the other informed of any formal or informal inquiry relating
      to any Product sold hereunder by any regulatory agency of any state or national
      government.

    


    6.5.3 Should
      any Product defect or any governmental action require the recall, destruction
      or
      withholding from market (hereafter collectively "recall") of any Product sold
      by
      SKVI to EMD, EMD shall bear the costs and expenses of such recall only if such
      recall is the direct result of any fault or omission attributable to EMD; SKVI
      shall bear the costs and expenses of such recall if such recall is the direct
      result of any fault or omission attributable to SKVI, including without
      limitation failure of the Product to meet Specification or as a result of a
      breach of any term contained herein . 

    


    6.5.4 SKVI
      shall notify EMD in writing of any proposed changes in its supplier’s
      manufacturing process which affect dose, form, or function of Product or any
      components of Product, including but not limited to any changes that affect
      written quality plans for production or written quality procedures respecting
      same, as well as any changes outside the validated process, in manufacturing
      procedures, component part or raw materials vendors, manufacturing sites or
      batch sizes. Upon such notice, the parties shall confer and agree upon a
      reasonable time frame within which EMD may 


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    evaluate
      and communicate to SKVI its approval or disapproval of any such change provided,
      however, that EMD shall not unreasonably withhold its approval of any such
      change. 

    


    6.5.5 Upon
      reasonable prior notice, SKVI shall, from time to time during the term of this
      Agreement, allow representatives of EMD to tour and inspect all facilities
      utilized by SKVI with regard to Product sold to EMD under this Agreement, and
      shall cooperate with such representatives in every reasonable
      manner.

    


    6.5.6 Each
      party will comply with all applicable foreign, and domestic federal, state
      and
      local laws in the performance of its obligations hereunder, including, but
      not
      limited to, laws and regulations governing the sale or offering for sale of
      Product, and restrictions or regulations with respect to packaging, labeling,
      promoting, export, health and safety, tax or licensure of
      purchasers.

    


    6.6 SKVI
      Inventory.
      SKVI
      will maintain such inventories as required by any Customer Specific Supply
      Agreements, and in the absence of such commitment such amounts as is
      commercially reasonable. 

    


    6.7 SKVI
      Rights.
      SKVI
      hereby represents and warrants to EMD that SKVI is the owner of, or otherwise
      has all necessary and sufficient rights (including, without limitation,
      intellectual property rights) to manufacture, use, market, distribute and grant
      to EMD the rights set forth herein with respect to, the Product.

    


    6.8 Mutual
      Representations.
      Each
      party represents and warrants to the other party that:

    


    6.8.1 Such
      party has the full corporate right, power and authority to enter into this
      Agreement and to perform the acts required of it hereunder;

    


    6.8.2 The
      execution of this Agreement by such party and the performance by such party
      of
      its obligations and duties hereunder do not and shall not violate any agreement
      by which such party is bound; and

    


    6.8.3 When
      executed and delivered by such party, this Agreement shall constitute the legal,
      valid and binding obligation of such party, enforceable against such party
      in
      accordance with its terms.

    


    6.9
       Other
      Obligations.
      EMD and
      SKVI shall further adhere to any and all obligations and undertakings agreed
      upon in relation to each Customer Specific Supply Agreements under Section
      3.3.

     

    7.
      LIMITED
      WARRANTY AND EXCLUSIVE REMEDY

    


    7.1 Warranty.
      SKVI
      warrants that the Product shall conform to the Specifications, shall be
      manufactured in strict compliance to all relevant current good manufacturing
      practice (cGMP) requirements and procedures, and that no Product delivered
      to
      EMD under this Agreement will be adulterated or misbranded within the meaning
      of
      the Federal Food, Drug and Cosmetic Act, or within the meaning of any other
      applicable law 


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    in
      which
      the definition of adulteration or misbranding are substantially the same as
      those contained in the Food, Drug and Cosmetic Act, as such laws are constituted
      and effective at the time of such shipment or delivery, or as an article which
      may not, under the provisions of Section 601 and 602 of such Act, be introduced
      into interstate commerce.

    


    EXCEPT
      FOR THE WARRANTY SET FORTH IN THIS SECTION 7.1, SKVI MAKES NO OTHER WARRANTY
      OF
      ANY KIND WITH REGARD TO PRODUCT WHETHER EXPRESS, ARISING BY OPERATION OF LAW,
      OR
      IMPLIED BY COURSE OF DEALING, USAGE OR TRADE OR OTHERWISE, INCLUDING WITHOUT
      LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
      PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN SKVI SHALL
      NOT
      IN ANY CIRCUMSTANCE BE LIABLE TO EMD FOR SPECIAL OR CONSEQUENTIAL
      DAMAGES.

    


    SKVI
      agrees that EMD may grant to its Product customers the same warranty granted
      to
      it by SKVI and SKVI shall honor and be obligated to the Product customers under
      the warranty as though SKVI had granted the same directly to the customers.
      EMD
      shall inform SKVI within a reasonable time (no longer than 10 business days)
      after EMD becomes aware of any liability claim by a third party.

    


    7.2 EMD
      is
      familiar with the SKVI Product and will become familiar with the requirements
      of
      the safety codes and laws of the states and nations in which it sells and
      delivers Product under this Agreement; provided
      however,
      that
      such familiarity will be limited to applications of the Product in the Field.
      Whenever EMD learns of any changes in any such code or law which would require
      changes in the Product as it is used in the Field, EMD will advise and consult
      with SKVI about such changes. 

    


    7.3
      The
      foregoing warranty may be modified by the parties by way of a subsequent written
      agreement, including Customer Specific Supply Agreements entered into under
      Section 3.3.

     

    8.
      PATENT
      CLAIMS

    


    8.1 Covenant
      Not to Sue.
      SKVI
      hereby grants a license to EMD, any of its sub-distributors under Section 2.1
      and any of their collective customers for the use, application and resale of
      Product in the Area and in the Field under any patent rights which SKVI now
      holds, or which SKVI may acquire hereafter under any patent encompassing the
      Product, for so long as said Product remains subject to the terms of this
      Agreement (and with respect to said customers for so long as the customers
      utilize Product purchased from EMD prior to the termination of this Agreement).
      SKVI hereby further covenants that SKVI shall not sue nor otherwise attempt
      to
      enforce against EMD, any of its sub-distributors under Section 2.1 or any of
      their collective customers any patent rights which SKVI now holds, or which
      SKVI
      may acquire hereafter under any patent encompassing the Product, for so long
      as
      said Product remains subject to the terms of this Agreement (and with respect
      to
      said customers for so long as the customers utilize Product purchased from
      EMD
      prior to the termination of this Agreement).


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    8.2 Non-Infringement.
      SKVI
      shall make reasonable and diligent commercial efforts to formulate, produce
      and
      package the Product in a manner which shall not infringe the intellectual
      property rights, including patent rights, of any third party. SKVI represents
      that, to the best of SKVI’s knowledge, the performance by EMD, and any of its
      sub-distributors under Section 2.1, of any of the activities contemplated by
      this Agreement shall not infringe the intellectual property rights, including
      patent rights, of any third party. SKVI shall, at its expense, defend any claim
      or action brought against EMD, and EMD’s subsidiaries, affiliates, directors,
      officers, employees, agents and independent contractors (collectively, the
      “Indemnitees”), that the Products as provided and used under this Agreement
      infringe or violate any patent, copyright, trademark, trade secret or other
      proprietary right of a third party. 

    


    8.3 EMD’s
      Activities.
      EMD
      shall not, at any time, do or cause to be done any act or thing contesting
      or in
      any way impairing or damaging or tending to impair or damage any part of SKVI’s
      patent rights or other intellectual property rights, or SKVI’s rights therein,
      or the value or goodwill inherent therein. During the term of this Agreement,
      as
      long as SKVI’s patent rights are enforced and are not impaired, EMD will not
      manufacture, market, distribute or sell any Product not acquired through this
      Agreement. 

    


    8.4 Joint
      Development.
      EMD may
      file patent applications for the results of any EMD customer Product application
      work and/or claim substantiation efforts. SKVI will provide any information
      reasonably requested by EMD to enable EMD to prosecute any such patent
      applications. Any such issued patents shall be owned jointly by SKVI and EMD,
      except that SKVI agrees to assign to EMD exclusivity within the Field


    


    8.5 Notification
      of Infringement.
      EMD
      shall promptly notify SKVI in writing in the event EMD is informed or has reason
      to believe that any non-customer, third party is infringing a SKVI patent
      covering Product, or any parts or components thereof, or otherwise copying,
      imitating or reproducing Product or any parts or components
      thereof.

    


    8.6
       Trademark.
      SKVI
      grants to EMD, any of its sub-distributors under Section 2.1 and any of their
      collective customers the right to use the trademark Invisicare® in
      relation to the use, application and resale of Product in the Area and in the
      Field for so long as said Product remains subject to the terms of this Agreement
      (and with respect to said customers for so long as the customers utilize Product
      purchased from EMD prior to the termination of this Agreement). 

     

    9.
      PRODUCT
      LIABILITY CLAIMS

    


    Each
      party shall notify the other promptly of any product liability claim or action
      brought with respect to Product, and shall reasonably cooperate with the other
      in the investigation and resolution of any such claim or action. Each party
      shall indemnify and hold harmless the other and its shareholders, officers,
      directors, employees and representatives against, and in respect of, any and
      all
      losses, suits, claims, actions, liabilities, expenses (including, without
      limitation, fees and disbursements of legal counsel and expenses of litigation)
      and damages of every kind for injury to or death of any person or persons and
      for damage to or loss of property, arising out of or
      attributed,


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    directly
      or indirectly, to the negligence, recklessness or intentional misconduct of
      the
      indemnifying party.

     

    10.
      CONFIDENTIAL
      INFORMATION

    


    Neither
      party shall use or disclose to any third party any confidential information
      concerning the business or Product of the other party which a party may acquire
      while fulfilling its obligations under this Agreement (or under any prior
      agreements between SKVI and EMD ). Each party shall take all necessary
      precautions to prevent any such disclosure by its employees, officers, directors
      and representatives. Each party acknowledges that all right, title and interest
      in and to the aforesaid confidential information of the other party is vested
      in
      that party and that such information is the sole property of that party. For
      purposes of this Agreement, the term "confidential information" shall include,
      but not be limited to, trade secrets and unpatentable intellectual
      property.

     

    11.
      INSURANCE

    


    Insurance
      SKVI.
      SKVI
      agrees to maintain products liability insurance containing a vendor's
      endorsement covering all Products sold pursuant to the terms of this Agreement
      with minimum limits of $2,000,000 for combined bodily injury and property damage
      providing that such insurance shall not be cancelled without at least thirty
      (30) days prior written notice to EMD .

     

    12.
      INDEPENDENT
      CONTRACTOR RELATIONSHIP

    


    EMD
      shall
      be deemed to be an independent contractor with respect to all matters relating
      to this Agreement and shall bear all of its own expenses in connection with
      this
      Agreement. Except as provided in Section 7, EMD shall have no authority, whether
      express or implied, to assume or create any obligation on behalf of SKVI nor
      shall EMD issue or cause to be issued any price quotations or draft any letters
      or documents under the name of SKVI, but rather shall use its own name for
      such
      purposes.

     

    13.
      TERM
      AND CANCELLATION

    


    13.1
       Initial
      Term / Renewal Terms.
      The
      initial term of this Agreement shall commence on the Effective Date and shall
      continue in full force and effect until December 31_, 2008 and shall
      automatically renew for successive terms of three (3) years each unless EMD
      provides fourteen (14) months or SKVI provides fourteen (14) months prior
      written notice to the other party of its intention to terminate or not renew
      this Agreement at the end of the initial or any renewal term.

    


    13.2 Expiration
      Rights of EMD.
      In the
      event of the expiration of this Agreement due to non-renewal by SKVI, and the
      absence of a controlling provision within a Customer Specific Supply Agreement,
      should SKVI continue to supply a customer originally obtained by EMD under
      this
      Agreement, EMD shall be entitled to receive compensation 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    from
      SKVI
      as provided under Section 3.2 for a period of three (3)) years following the
      expiration date. In the event of the expiration of this Agreement due to
      non-renewal by SKVI, and the absence of a controlling provision within a
      Customer Specific Supply Agreement, should SKVI elect to no longer supply
      material to EMD’s customers in the Field, SKVI shall grant to EMD a
      non-exclusive, royalty free, fully paid up, world wide license, with the right
      to grant sub-licenses, to make, have made, use and sell Product, to EMD’s
      customers in the Field.

    


    14.
      TERMINATION

    


    This
      Agreement shall be terminable or shall terminate if and when any of the
      following events occur:

    


    14.1 Breach
      of Agreement by EMD.
      SKVI
      may terminate this Agreement immediately upon written notice to EMD if EMD
      fails
      to cure any and all breaches of its obligations hereunder within thirty (30)
      days after delivery by SKVI to EMD of written notice of such breach or breaches,
      provided that it is possible through commercially reasonable means to cure
      such
      breach within such time.

    


    14.2 Breach
      of Agreement by SKVI.
      EMD may
      terminate this Agreement immediately upon written notice to SKVI if SKVI fails
      to cure any and all breaches of its obligations hereunder within thirty (30)
      days after delivery by EMD to SKVI of written notice of such breach or breaches,
      provided that it is possible through commercially reasonable means to cure
      such
      breach within such time.

    


    14.3 Bankruptcy
      or Cessation of Business.
      This
      Agreement shall terminate automatically upon cessation of business, election
      to
      dissolve, dissolution, failure in business, commission of an act of bankruptcy,
      general assignment for the benefit of creditors, or filing of any petition
      in
      bankruptcy or for relief under the provisions of the bankruptcy laws, by or
      of
      EMD or SKVI.

    


    14.4 Interference
      with Distribution Rights.
      In
      addition to other remedies provided for hereunder and in law and equity, EMD
      may
      terminate this Agreement immediately upon written notice to SKVI if its
      exclusive Product distribution rights are impaired, abridged, disrupted or
      otherwise limited in any manner, directly or indirectly, by the actions of
      SKVI.

    


    14.5 Termination
      Rights of EMD.
      In the
      event of the termination of this Agreement under Section 14.1 above, EMD shall
      be entitled to receive compensation from SKVI as provided under Section 3.2
      for
      a period of two (2) years following the termination date. In the event of the
      termination of this Agreement under Sections 14.2, 14.3 (for SKVI’s cessation of
      business, election to dissolve, etc.), or 14.4, SKVI shall grant to EMD a world
      wide, royalty free, fully paid up license, with the right to grant sub-licenses,
      to make, have made, use and sell Product, within the Field. 

     

    15.
      RIGHTS
      AND OBLIGATIONS UPON TERMINATION OR CANCELLATION

    


    Upon
      the
      termination, non-renewal or cancellation of this Agreement:


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    15.1 Obligations
      of EMD.
      EMD
      agrees to return to SKVI any unused sales literature, Technical Information
      (as
      such term is defined in §6.3 above) and other such materials supplied to it by
      SKVI as well as any and all other supporting documents made available by SKVI
      to
      EMD.

    


    15.2 Disposal
      of Product.
      EMD
      shall follow any reasonable instructions from SKVI regarding the disposal of
      any
      remaining Product; provided,
      however,
      SKVI
      may, within a period of sixty (60) days following the Termination Date
      repurchase from EMD any or all remaining salable products as described under
      Return of Non-defective Product, §5.5.1.

    


    15.3 Continuing
      Obligations.
      Each
      party shall abide by and uphold any and all rights or obligations of the other
      accrued or existing as of the Termination Date, including, but not limited
      to,
      any obligation of EMD to pay any amount which may then be owing to SKVI for
      any
      Product which may have been delivered to EMD prior to such termination, and
      any
      obligation of SKVI to fulfill unshipped orders for Product which is shown to
      SKVI's satisfaction to have been sold by EMD pursuant to a valid and binding
      obligation prior to such termination. The acceptance of orders from EMD after
      termination of this Agreement or the continued sale of Product to EMD or any
      other act after termination of this Agreement shall not be construed as a
      renewal of this Agreement for any further term nor as a waiver of the
      termination.

    


    16.
      MISCELLANEOUS

    


    16.1 Force
      Majeure.
      Neither
      party shall be liable for any loss, damage, detention, delay or failure to
      perform in whole or in part, resulting from causes beyond control of the party,
      including, but not limited to, fires, strikes, insurrections, riots, embargoes,
      shortages of motor vehicles, delays in transportation, inability to obtain
      supplies of raw materials, or requirements or regulations of the United States
      government or any other civil, governmental or military authority. In no event
      shall either party be liable for consequential damages. In the event of a force
      majeure, which impairs SKVI’s ability to supply Product, the parties shall use
      all commercially reasonable efforts to avoid disruption of supply of Product
      to
      EMD’s customers, including if necessary, the use of a third party manufacturer
      or the licensing of EMD or its customers to make, have made, use and sell
      Product for so long as the force majeure event is reasonably expected to last
      and some reasonable length of time thereafter. 

    


    16.2 Entire
      Agreement; Modification; Waiver.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes all prior and contemporaneous
      agreements and understandings between them. No supplement, modification or
      amendment of this Agreement shall be binding unless executed in writing by
      all
      the parties. No waiver of any of the provisions of this Agreement shall be
      deemed, or shall constitute, a waiver of any other provision, whether or not
      similar, nor shall any waiver constitute a continuing waiver. No waiver shall
      be
      binding unless executed in writing by the party making the waiver.

    


    16.3 Construction.
      The
      language of this Agreement and of each and every paragraph, term and/or
      provision of this Agreement shall, in all cases, for any and all purposes,
      and
      in any and all circumstances be construed as a whole, according to its meaning,
      not strictly for or against EMD or SKVI and with no regard whatsoever to the
      


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    identity
      or status of any person or persons who drafted all or any portion of this
      Agreement.

    


    16.4 Notices.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given on the date of
      delivery if delivered personally to the party to whom or which notice is to
      be
      given, or on the seventh (7th) day after mailing if mailed to the party to
      whom
      or which notice is to be given, by first class mail, registered or certified,
      postage prepaid, properly addressed to the party to receive the notice at the
      following address or at any other address given to the other party in the manner
      provided by this §16.4.

    


    If
      to
      EMD:                                            
EMD
      Chemicals Inc.

    7
      Skyline
      Drive

    Hawthorne,
      NY 10532

    Attn.:
      Vice President, Pigments

    


    With
      a
      copy
      to:                                   
EMD
      Chemicals Inc.

    480
      S.
      Democrat Road

    Gibbstown,
      NJ 08027

    Attn.:
      Legal Department

    


    If
      to
      SKVI:                           
      Skinvisible Pharmaceuticals, Inc.

                              6320
      S. Sandhill Rd.

                             
Suite
      10,

                              Las
      Vegas, NV 89120

                             
Attn:
      Mr. Terry Howlett, Pres.
   

     

    If
      notice
      shall be sent by telefax or cable, a confirming copy of such telefax or cable
      shall be sent by mail to the addressee. Nothing contained herein shall justify
      or excuse failure to give oral notice for the purpose of informing the other
      party hereto when prompt notification is required, but, it is understood that
      such oral notice shall in no way satisfy the requirement of a written
      notice.

    


    16.5 Severability.
      If any
      provision of this Agreement is determined to be invalid or unenforceable, the
      provision shall be deemed to be severable from the remainder of this Agreement
      and shall not cause the invalidity or unenforceability of the remainder of
      this
      Agreement.

    


    16.6 Assignment.
      This
      Agreement constitutes a personal contract among the parties. Neither party
      may
      transfer or assign this Agreement or any part thereof without the prior written
      approval of the other, which approval shall not be unreasonably withheld.
      Provided, however, either party hereto may without such consent, assign this
      Agreement in connection with the sale or transfer of all or substantially all
      of
      its business or in connection with a merger or other consolidation with another
      entity.

    


    16.7 Arbitration.
      Any
      controversy or claim arising out of or relating to this Agreement shall be
      submitted to arbitration in accordance with the Commercial Rules of the American
      Arbitration Association; provided,
      however,
      that
      this clause shall not be 


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    construed
      to limit or to preclude either party from bringing any action in any court
      of
      competent jurisdiction for injunctive or other provisional relief as necessary
      or appropriate. The arbitration shall be conducted either in White Plains,
      NY or
      Las Vegas, Nevada at the option of the claimant. Any award or determination
      of
      the arbitration tribunal shall be final, nonappealable, and conclusive upon
      the
      parties, and judgment thereon may be entered by any court of competent
      jurisdiction.

    


    16.8Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws the
      State of New York, without regard to New York choice-of-law
      principles.

    


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

    


    16.10 Captions.
      The
      captions of the sections and subsidiary sections of this Agreement are included
      for reference purposes only and are not intended to be a part of the Agreement
      or in any way to define, limit or describe the scope or intent of the particular
      provision to which they refer.

    


    INTENDING
      TO BE LEGALLY BOUND, SKVI and EMD have executed this Agreement as of the date
      first written above.

    


    


    Skinvisible
      Pharmaceuticals,
      Inc.                 EMD
      CHEMICALS INC.

    


    By: /s/
      Terry Howlett          By:
      /s/ Douglas S. Brown


    Name:
      Terry Howlett    Name:
      Douglas S. Brown

    


    Title:
      President                                                  
Title:
      President & CEO 

    


    Date:
      October 7,
      2005                                       
Date:
      October 6, 2005


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    SCHEDULE
      “A”

    


    PRODUCT
      SPECIFICATIONS

    


    Each
      Invisicare®
      customer
      of EMD will be provided with a customized polymer complex formulation designed
      to optimize the delivery of the customer’s active ingredient. EMD will analyze
      the first three batches of Product produced by SKVI for a particular
      customer/order after which EMD and its customer will choose the final Product
      formulation for said customer/order and document the same for SKVI. After the
      choice of the final formulation as been documented, SKVI shall deliver Product
      for said customer/order which shall conform to said final formulation.


    


    Each
      Product delivery shall include the following:

    


    Certificate
      of GMP compliance from producer

    


    Certificate
      of BSE-free origin

    


    Certificate
      of pesticide-free origin

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    SCHEDULE
      “B”

    


    PRODUCT
      PRICING

    


    
      	
              Product
                Description*

            	 
	 	 
	
              Skinvisible
                Trade Name

            	
              INCI
                Name

            	
              List
                Price per lb, f.o.b. Las Vegas, NV

            
	
              Invisicare©
                Polymer Base M-1

            	
              PVM/MA
                Copolymer - VP / Hexadecene Copolymer - VP / Eicosene
                Copolymer

            	
               

              *

            
	
              Invisicare©
                Polymer Base C-5

            	
              Cellulose
                Gum - VP / Hexadecene Copolymer - VP / Eicosene Copolymer

            	
               

              *

            
	
              Invisicare©
                Polymer Base D-1

            	
              Dextran
                - VP / Hexadecene Copolymer - VP / Eicosene Copolymer

            	
               

              *

            
	
              Invisicare©
                Polymer Base P-8

            	
              PVP
                - VP / Hexadecene Copolymer - VP/ Eicosene Copolymer

            	
               

              *

            
	
              Invisicare©
                Polymer Base S-3

            	
              Zea
                Mays (Corn) Starch - VP / Hexadecene Copolymer - VP / Eicosene
                Copolymer

            	
               

              *

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

              Exchange
                Commission

            


    

     

    *
      Additional Product variations shall be added as required.

    


    


    EMD
      Pricing

    


    EMD
      pricing shall be on a list less basis which is consistent with the revenue
      sharing model contained in Schedule “C.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    SCHEDULE
      “C”

    


    COMMISSION
      / COMPENSATION TO EMD.

    


    As
      set
      forth below, EMD shall be entitled to receive the specified percentage on the
      gross revenues generated from sales and / or licensing of Product by EMD and
      SKVI to customers in the Field pursuant to this Agreement. Revenue amounts
      used
      in calculating the % of commission to be earned shall be cumulative starting
      from the Effective Date of this Agreement. 

    


    Revenue
      Amounts

    


    *

    


    


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

    Exchange
      Commission

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      “D”

    


    TARGET
      MINIMUM REVENUE MILESTONES

    


    


    Revenues
      shall mean all income derived in any fashion by EMD and/or SKVI on the sale
      of
      Product pursuant to the Agreement, including: 1) income from license fees from
      customers for Product 2) income to SKVI on the sale of polymers to EMD or its
      Customers and 3) any royalty income related to Products sold to EMD or its
      customers.. 

    


    Minimum
      Revenue Milestones:

     

    Year
      1 -
      *

    Year
      2 -
      *

    Year
      3 -
      *

    


    *
      

    


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

    Exchange
      Commission