Galderma and Sol-Gel entered into (i) that certain License Agreement, made and entered as of June 25, 2021, whereby Sol-Gel granted Galderma certain license rights to commercialize the product Twyneo® (“Twyneo”) for the United States market (the “Twyneo Agreement”), and (b) that certain License Agreement, made and entered as of June 25, 2021, whereby Sol-Gel granted Galderma certain license rights to commercialize the product Epsolay® (“Epsolay”) for the United States market (the “Epsolay Agreement”, each a “License Agreement”, and collectively, the “License Agreements”).

Sol-Gel approached Galderma about agreeing to terminate the License Agreements and, following discussions, the Parties wish to terminate the License Agreements effective as of the Effective Date and to set forth their mutual understanding as to the consequences of such termination and the Parties’ respective rights and obligations following such termination, all as set forth herein.

with respect to the Twyneo Agreement, an amount equal to[***], [***]; and

with respect to the Epsolay Agreement, an amount equal to[***].

Subject to the terms and conditions of this Agreement, Galderma shall be permitted to continue and to complete the sale of any units of Licensed Product (including to or by pharmacies) that have already left Galderma’s third-party wholesaler’s possession as of the end of the Continued Sales Period (the “In-Process Sales”).

Galderma shall continue to pay royalties to Sol-Gel on sales of Licensed Product that left the Galderma Distribution Center prior to the Effective Date at the rates specified in the respective License Agreements. Such royalty payments shall be made in accordance with the payment terms and timelines set forth in the respective License Agreements.  For the avoidance of doubt, Galderma shall not have any obligation to pay royalties to Sol-Gel on any [***].

Galderma shall [***]. Additionally, Galderma shall (a) prepare the [***]and (b) prepare the[***]; provided, that the submission of the foregoing documents to regulatory authorities will be done by the Party then the holder of the applicable Regulatory Approvals. Each Party shall, and shall cause its designees or licensees (as applicable) to, cooperate with the other Party or its designee or licensee as reasonably necessary to ensure ongoing compliance with all regulatory and safety obligations with respect to the products described in this Section 7.3.

Notwithstanding anything to the contrary in the License Agreements (including Section 13.07(a)(i) of each of the License Agreements), until (a) all sales of [***]have been completed, and (b) all sales-supporting services related to the sales described in clause (a) have been performed, Galderma shall be permitted to continue exercising all licenses granted in the applicable License Agreement by Sol-Gel to Galderma on a non-exclusive basis to the extent necessary to complete such sales or services.

Notwithstanding anything to the contrary in Section 13.07(a)(ii) of each of the License Agreements, by the Effective Date, or as promptly as practicable after the Effective Date, Galderma shall, or shall cause its Affiliates and sublicensees to, if applicable, assign and transfer to Sol-Gel the title and ownership rights of the Websites and all Galderma Product Data (including relevant Medical Affairs material), Regulatory Approvals, Regulatory Documents, promotional material, and Trademarks in its Control relating to the Licensed Product in the Territory including filing the necessary letter and FDA forms required under 21 CFR 314.72 to transfer the Regulatory Approvals to Sol-Gel or its designee or licensee; provided, that Galderma and its Affiliates shall not be required to assign or transfer any National Drug Codes (“NDCs”), or any other regulatory items that are linked to NDCs (e.g., Medication Registrations issued by regulatory authorities in Puerto Rico), to Sol-Gel, and Galderma shall continue to be responsible for performing regulatory activities required of the owner of such NDCs.

Notwithstanding anything to the contrary in Section 13.07(a)(iv) of each of the License Agreements, the Parties agree that (a) with respect to the Twyneo Supply Agreement, Galderma shall not take any action to transfer or assign such agreement to Sol-Gel or its designee, and that such agreement will, by its terms, continue from and after the Effective Date between Sol-Gel and Douglas (and Galderma and its Affiliates shall cease to be a party thereto as of the Effective Date), and (b) with respect to the Manufacturing and Supply Agreement, dated June 25, 2021, between Galderma S.A. and Groupe Parima Inc. (the “Epsolay Supply Agreement”), Galderma shall cause Galderma S.A., subject to and conditioned upon Groupe Parima Inc.’s consent and cooperation, assign all of its rights and obligations under the Epsolay Supply Agreement to Sol-Gel. [***].

To the extent Galderma or its Affiliates transfer any promotional or scientific materials or the Websites to Sol-Gel or its designee or licensee in connection with the termination of the License Agreements, neither Galderma nor any of its Affiliates makes any representations or warranties regarding such materials or Websites, including whether they are fit for any use or purpose, and Sol-Gel, on behalf of itself and each of its Releasors (as defined below), hereby irrevocably and unconditionally releases all Galderma Releasees (as defined below) from any and all Claims (as defined below) arising out of or relating to Sol-Gel’s or its designee’s or licensee’s use of such materials or Websites.