Release of Claims, dated February 13, 2024, between the Company, Pharma and Bioscience

Exhibit 10.2

Release of Claims

This Release of Claims (the “Agreement”) dated February 13, 2024 by and between Biofrontera Pharma GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“PHARMA”), Biofrontera Bioscience GmbH, a German corporation with its principal offices at Hemmelrather Weg 201, 51377 Leverkusen, Germany (“BIOSCIENCE”) (collectively the “Releasees”) and Biofrontera Inc., a Delaware corporation with its principal place of business at 120 Presidential Way, Suite 330, Woburn, MA 01801, USA (“the Releasor”). The Releasor and the Releasees are referred to herein individually as a Party and collectively as the Parties. This Agreement is effective as of the date it is signed by the last Party to sign it, as indicated by the date next to such Party’s signature (“Effective Date”).

Recitals

Whereas, the Parties have entered into a License and Supply Agreement, dated as of October 1, 2016, which was amended as of i) July 01, 2019 (with said amendment erroneously referring to the LSA’s effective date as July 15, 2016), ii) June 16, 2021, iii) October 8, 2021 (with said amendment correcting a previous version signed on the amendment’s effective date), iv) December 5, 2023, and v) January 26, 2024 (collectively, the “LSA”);

Whereas, pursuant to Section 7.1(c) of the LSA (in part):

“PHARMA and BIOSCIENCE have the obligation to continue to pursue, in good faith, all Improvements that are currently in development by PHARMA and/or BIOSCIENCE in a timely manner at their own cost for the improvement of the US label of the Licensed Product(s) in order to fully exploit the market potential of such Product(s).”

Whereas, the “Improvements that are currently in development” referenced in Section 7.1(c) of the LSA are as follows:

Whereas, Releasees’ failure to pursue the “Improvements that are currently in development” in a timely manner and otherwise in compliance with Section 7.1(c) of the LSA could give rise to valuable legal claims for damages by Releasor;

Whereas, contemporaneously with the execution of the Agreement, the Parties have agreed to further amend the LSA to, in part, i) relieve Releasees of certain obligations with respect to clinical trials and the pursuit of (“Trial Obligations”), and ii) transfer the “Improvements that are currently in development” from Releasees to Releasor (the “LSA Amendment”); and

Whereas, in conjunction with the LSA Amendment, the Parties have agreed that Releasor shall relinquish certain legal rights under the LSA with respect to the Trial Obligations, as described in more detail below.

Now, therefore, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows:

AGREEMENT

1.1. Releasor does hereby release, cancel, and forever discharge the Releasees and their directors, officers, employees, subsidiaries, affiliates, agents, and representatives from any and all claims, complaints, causes of action, demands, damages, obligations, liabilities, losses, promises, agreements, controversies, penalties, expenses, and executions of any kind or nature whatsoever, whether known or unknown, actual or potential, whether arising in law or in equity, which Releasor may have, may have had, or may in the future obtain, arising out of or relating out of any failure by Releasees to perform the Trial Obligations in accordance with the Section 7.1(c) of the LSA (the “Released Claims”) (in total, the “Release”).

1.2. Each Party represents and warrants that it has not filed any action or initiated any other proceeding with any court or government authority against or involving the other Party that may constitute a claim or provide the basis for any liability based on facts in any way relating to those pertinent to the Released Claims.

2.1. The Releasor acknowledges and agrees that, upon execution of the LSA Amendment by Releasees, it will have received good, valuable and sufficient consideration for making this Release.

3.1. This Release is intended to be a general release of the Released Claims by Releasors. It is understood and agreed that the Parties hereby expressly waive any and all laws and statutes, of all jurisdictions whatsoever, which may provide that a general release does not extend to claims not known or suspected to exist at the time of executing a release which if known would have materially affected the decision to give the Release. It is expressly intended and agreed that the Release does, in fact, extend to such unknown and unsuspected claims related to anything which has happened to the date hereof which is covered by this Release, even if knowledge thereof would have materially affected the decision to give this Release. In addition, the Parties warrant and represent to the other that the execution and delivery of this Release does not, and with the passage of time will not, violate any obligation of the Party to any third party. Each Party further represents and warrants that it has not assigned any of its rights with respect to the LSA to any other party.

4.1. The Parties expressly agree and acknowledge that this Release represents the settlement and compromise of potential disputed claims, and that by entering into this Agreement neither Party hereto admits or acknowledges the existence of any liability, obligation, or wrongdoing on its part. Each Party expressly denies any and all liability with respect to the subject matter of this Agreement.

5.1. The Parties acknowledge that they have had the opportunity to consult with independent legal counsel regarding the legal effect of this Agreement and the Release. Each Party enters into this Agreement freely and voluntarily.

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IN WITNESS WHEREOF, the Parties have executed this Waiver of Claims as of the last date set forth below.