HEDGEPATH PHARMACEUTICALS, INC. AMENDED AND RESTATED EQUITY HOLDERS AGREEMENT Dated As of May 15, 2015 HEDGEPATH PHARMACEUTICALS, INC. AMENDED AND RESTATED EQUITY HOLDERS AGREEMENT

EX-10.1 3 d938337dex101.htm AMENDED AND RESTATED EQUITY HOLDERS AGREEMENT Amended and Restated Equity Holders Agreement

Exhibit 10.1

EXECUTION VERSION

HEDGEPATH PHARMACEUTICALS, INC.

AMENDED AND RESTATED EQUITY HOLDERS’ AGREEMENT

Dated As of May 15, 2015

HEDGEPATH PHARMACEUTICALS, INC.

AMENDED AND RESTATED EQUITY HOLDERS’ AGREEMENT

This AMENDED AND RESTATED EQUITY HOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of May, 2015 (the “Effective Date”) by and among:

(i) MAYNE PHARMA VENTURES PTY LTD, an Australian company ACN 168 896 357 (“Mayne Pharma”);

(ii) HEDGEPATH LLC, a Florida limited liability company (“HPLLC”);

(iii) HEDGEPATH PHARMACEUTICALS, INC., a Delaware corporation (“HPPI”);

(iv) FRANK E. O’DONNELL, JR., M.D., a resident of the State of Florida (“FEO”); and

(v) NICHOLAS J. VIRCA, a resident of the State of California (“Virca”).

RECITALS

WHEREAS, HPPI and Mayne Pharma International Pty. Ltd, an Australian company ACN 007 870 984 and predecessor-in-interest to Mayne Pharma (“MPI”), entered into that certain Supply and License Agreement, dated as of September 3, 2013, as amended, including, without limitation, pursuant to that certain Amendment No. 1 to Supply and License Agreement and that certain Amendment No. 2 to Supply and License Agreement (collectively, the “Original Supply Agreement”);

WHEREAS, prior to the Original Effective Date (as defined below), MPI assigned to Mayne Pharma, and Mayne Pharma assumed from MPI, the rights and obligations of MPI under the Original Supply Agreement;

WHEREAS, pursuant to the Original Supply Agreement, Mayne Pharma had the right to terminate the Original Supply Agreement if HPPI did not obtain equity funding of at least Five Million Dollars ($5,000,000), or lesser amount as agreed to by the parties, on or before May 30, 2014 (the “Termination Right”);

WHEREAS, the Original Supply Agreement further provided that HPPI was required to issue to Mayne Pharma certain shares of HPPI’s capital stock so that Mayne Pharma would hold no less than thirty percent (30%) of the capital stock of HPPI on a fully diluted basis after the consummation of certain transactions as contemplated therein;

WHEREAS, in consideration for Mayne Pharma not exercising the Termination Right, HPPI agreed to issue to Mayne Pharma, and Mayne Pharma agreed to purchase from HPPI, in a

Private Offering, Two Hundred Fifty-Eight Thousand Three Hundred Sixty-Three and 280/1,000 (258,363.280) shares of HPPI’s Series A Convertible Preferred Stock and a warrant to purchase Ten Million Two Hundred Fifty Thousand Five Hundred Sixty-Nine (10,250,569) shares of Common Stock (the “Make-Up Warrant”), pursuant to that certain Securities Purchase Agreement, dated as of June 24, 2014 (the “Mayne Pharma Purchase Agreement”);

WHEREAS, in connection with the closing of the transactions contemplated by the Mayne Pharma Purchase Agreement, HPPI and HPLLC entered into that certain HPLLC Stock Purchase Agreement, pursuant to which, among other things, HPLLC purchased from HPPI Twenty Million (20,000,000) shares of Common Stock in exchange the aggregate amount of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) (collectively, the “HPLLC Equity Investment”);

WHEREAS, HPPI and Mayne Pharma expressly agreed that the HPLLC Equity Investment satisfied the Termination Right;

WHEREAS, in connection with the closing of the transactions contemplated by the Mayne Pharma Purchase Agreement, the parties hereto entered into that certain Equity Holders Agreement (the “Original EHA”), dated as of June 24, 2014 (the “Original Effective Date”), as extended and amended by that certain letter agreement, dated November 26, 2014;

WHEREAS, on the terms and subject to the conditions set forth in that certain Securities Purchase Agreement, dated on or about an even date herewith, by and between HPPI and Mayne Pharma (the “2015 SPA”), HPPI agrees to issue to Mayne Pharma, in a Private Offering (the “2015 Private Placement”), Thirty-Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (33,333,333) shares of Common Stock (the “Shares”) and a warrant to purchase Thirty-Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (33,333,333) shares of Common Stock (the “2015 Warrant” and, together with the Shares, the “Purchased Securities”), and Mayne Pharma intends to purchase from HPPI the Purchased Securities; and

WHEREAS, in connection with the 2015 Private Placement, and as an inducement for Mayne Pharma to purchase the Purchased Securities, the parties to the Original EHA have agreed to amend and restate the Original EHA as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I.

DEFINITIONS AND AMENDMENT OF ORIGINAL EHA

1.1. Definitions. The following definitions shall be applicable to the terms set forth below as used in this Agreement:

(a) “2014 Transaction Documents” shall mean, collectively, the Mayne

Pharma Purchase Agreement, the Make-Up Warrant, the Original EHA, all exhibits, annexes, and schedules hereto and thereto, and any other documents or agreements executed in connection with the transactions contemplated thereunder, and “2014 Transaction Document” shall mean any of the foregoing agreements and instruments individually.

(b) “2015 Private Placement” shall have the meaning ascribed to such term in the recitals to this Agreement.

(d) “2015 Transaction Documents” shall mean, collectively, the 2015 SPA, the 2015 Warrant, this Agreement, all exhibits, annexes, and schedules hereto and thereto, and any other documents or agreements executed in connection with the transactions contemplated hereunder or thereunder, and “2015 Transaction Document” shall mean any of the foregoing agreements and instruments individually.

(e) “2015 Warrant” shall have the meaning ascribed to such term in the recitals to this Agreement.

(f) “AAA” shall have the meaning ascribed to such term in Section 10.3 of this Agreement.

(g) “Accredited Investor(s)” shall mean a Person or Persons who are accredited investors as defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended from time to time.

(h) “Action” shall have the meaning set forth in the Mayne Pharma Purchase Agreement.

(i) “Affiliate” or “Affiliated” shall mean, with respect to any Person which is an entity, any other Person which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, and with respect to any natural Person, such Person’s spouse, parents, grandparents, children, grandchildren, siblings and the spouses and children of any of the foregoing. In this definition, “control” means having the power to exercise or control the right to vote attached to fifty percent (50%) or more of the issued voting equity in that party, to appoint one-half or more of the directors to the board or the managers of the party, or to determine substantially the conduct of the party’s business activities. Notwithstanding the foregoing, but solely for purposes of this Agreement and not applicable laws, rules and regulations generally, (i) Virca and FEO shall be deemed to be Affiliates of HPLLC and (ii) if Mayne Pharma controls HPPI, (x) Affiliates of HPPI will not include Mayne Pharma nor any Person that would otherwise be an Affiliate of HPPI as a result of Mayne Pharma’s control of HPPI, and (y) Affiliates of Mayne Pharma will not include HPPI nor any Person that would otherwise be an Affiliate of Mayne Pharma as a result of Mayne Pharma’s control of HPPI.

(j) “Agreement” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

(k) “Applicable Period” shall have the meaning ascribed to such term in Section 4.4(b) of this Agreement.

(l) “Board” shall mean the board of directors of HPPI.

(m) “Business Day” means:

(i) for receiving a notice under Section 10.1, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the notice is received; and

(ii) for performing an obligation or exercising a right by Mayne Pharma, a day that is not a Saturday, Sunday, bank holiday or public holiday in Melbourne, Australia; and

(iii) for performing an obligation or exercising a right by any other party to this Agreement and for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday in New York, New York, USA.

(n) “Bylaws” shall mean the Amended and Restated Bylaws of HPPI, adopted effective as of July 18, 2014, as amended from time to time.

(o) “Closing” shall have the meaning ascribed to such term in Section 6.6 of this Agreement.

(p) “Commission” shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the federal securities laws.

(q) “Common Stock” shall mean HPPI’s common stock, par value $0.0001 per share.

(r) “Confidentiality and Intellectual Property Agreement” means each of those certain Confidentiality and Intellectual Property Agreements executed by and between HPPI and each of FEO and Virca on or about June 24, 2014, or any extension, amendment or renewal thereof.

(s) “Debt Forgiveness Agreement” shall mean that certain Debt Forgiveness Agreement, by and between HPPI and HPLLC, dated as of June 24, 2014.

(t) “Default Notice” shall have the meaning ascribed to such term in Section 7.2(b) of this Agreement.

(u) “Development Plan” shall have the meaning set forth in the Supply and License Agreement.

(v) “Director” or “Directors” shall mean a member or members of the Board.

(w) “Dispute” shall mean any dispute, claim, question, or disagreement between any of the parties hereto arising from, or relating to, the interpretation, performance, or breach of this Agreement or any other Transaction Document; provided, however, that, unless such dispute, claim, question, or disagreement directly or indirectly relates to or effects any party’s respective rights and obligations under this Agreement, a “Dispute” shall not include any dispute, claim, question, or disagreement between any of the parties hereto arising from, or relating to, the interpretation, performance, or breach of either: (i) the Virca Employment Agreement, (ii) the FEO Executive Chairman Agreement or (iii) any Confidentiality and Intellectual Property Agreement.

(x) “Effective Date” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

(y) “EIP” shall mean the HPPI 2014 Equity Incentive Plan.

(z) “Equity Security(ies)” shall mean any and all capital stock of HPPI, including without limitation the Common Stock and Preferred Stock.

(aa) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(bb) “Exercise Date” shall have the meaning ascribed to such term in Section 7.2(d)(iii) of this Agreement.

(cc) “Exercise Price” shall have the meaning ascribed to such term in Section 7.2(d)(ii) of this Agreement.

(dd) “Exercising Party” shall have the meaning ascribed to such term in Section 5.5(f) of this Agreement.

(ee) “FEO” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

(ff) “FEO Executive Chairman Agreement” means that certain Executive Chairman Agreement executed by and between FEO and HPPI, dated as of June 24, 2014, and any extension, amendment or renewal thereof.

(gg) “FEO Indirect Share” means, as of the Original Effective Date, any share of Common Stock personally held of record by HPLLC of which FEO has an indirect beneficial or controlling interest, with respect to HPPI, as a result of his position as (i) manager of HPLLC, (ii) personal holder of record of an interest in HPLLC, or (iii) fiduciary, control Person or beneficial owner of another owner in HPLLC; provided, however, that if HPLLC, or its successors or assigns, distribute or Transfer any portion of such Common Stock to FEO, then such Common Stock that has actually been distributed or Transferred shall cease being a FEO Indirect Share.

(hh) “Field” shall have the meaning set forth in the Supply and License Agreement.

(ii) “Follow On Offering” one or more registered or unregistered equity, debt or equity-linked financings, the aggregate net proceeds received by HPPI of which shall be at least Five Million Dollars ($5,000,000).

(jj) “Fully Diluted” and similar terms shall mean at the time of determination, the total number of shares of Common Stock then issued and outstanding, plus the number of shares of Common Stock issued or issuable upon conversion of any then issued and outstanding Preferred Stock or debt securities or upon the exercise of any outstanding warrants or options, or upon the vesting of any restricted stock units, plus the number of shares of Common Stock then reserved but not used for any employee incentive plan.

(kk) “Fundamental Transaction” means (i) that HPPI shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one (1) or more related transactions, (A) consolidate or merge with or into (whether or not HPPI is the surviving corporation) another Person, (B) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of HPPI to one or more Persons, (C) make, or allow one (1) or more Persons to make, or allow HPPI to be subject to or have its Common Stock be subject to or party to one or more Persons making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) fifty percent (50%) of the outstanding shares of Common Stock, (y) fifty percent (50%) of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Persons making or party to, or Affiliated with any Persons making or party to, such purchase, tender or exchange offer were not outstanding, or (z) such number of shares of Common Stock such that all Persons making or party to, or Affiliated with any Person making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least fifty percent (50%) of the outstanding shares of Common Stock, (D) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one (1) or more Persons whereby all such Persons, individually or in the aggregate, acquire, either (x) at least fifty percent (50%) of the outstanding shares of Common Stock, (y) at least fifty percent (50%) of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all the Persons making or party to, or Affiliated with any Person making or party to, such stock purchase agreement or other business combination were not outstanding, or (z) such number of shares of Common Stock such that the Persons become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least fifty percent (50%) of the outstanding shares of Common Stock, or (E) reorganize, recapitalize or reclassify its Common Stock such that such modified Common Stock no longer has the residual right to dividends or distributions from HPPI or the residual right to vote on matters given to the holders of Common Stock under Delaware law; (ii) that HPPI shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Person individually or Persons in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (A) at least fifty percent (50%) of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (B) at least fifty percent (50%) of the

aggregate ordinary voting power represented by issued and outstanding Common Stock not held by all such Persons as of the date of this Agreement calculated as if any shares of Common Stock held by all such Persons were not outstanding, or (C) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares of Common Stock or other Equity Securities sufficient to allow such Persons to effect a statutory short form merger or other transaction requiring other Stockholders to surrender their shares of Common Stock without approval of the Stockholders; or (iii) that HPPI shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction. The term “Fundamental Transaction” shall specifically exclude, however, any firm commitment, underwritten Public Offering of HPPI’s capital stock.

(ll) “Governmental Authority” shall have the meaning set forth in the Mayne Pharma Purchase Agreement.

(mm) “HPLLC” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

(nn) “HPLLC At Risk Shares” shall mean the 6,000,000 shares of Common Stock held by HPLLC; provided, however, that such number of HPLLC At Risk Shares shall be adjusted for any stock splits, stock dividends, recapitalizations, reorganizations, reclassifications or similar events.

(oo) “HPLLC Director” shall mean, initially, FEO, and subsequently any other Director who is nominated by HPLLC or is otherwise a director, officer, manager or direct or indirect owner of LLC.

(pp) “HPLLC Equity Investment” shall have the meaning ascribed to such term in the recitals to this Agreement.

(qq) “HPLLC Group” shall have the meaning ascribed to such term in Section 4.1 of this Agreement.

(rr) “HPLLC Stock Purchase Agreement” shall mean that certain Stock Purchase Agreement, dated June 24, 2014, by and among HPPI and HPLLC.

(ss) “HPPI” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

(tt) “Independent Director” shall be a Director that satisfies the independence standards established pursuant to Rule 5605(a)(2) of the Listing Rules of NASDAQ Stock Market LLC; provided, however, that, in addition to the provisions of the aforementioned Rule 5605(a)(2), no (i) Mayne Pharma Director, nor any individual holder of five percent (5%) or more of the voting equity of Mayne Pharma Group Ltd (or any individual Affiliate of any such

holder that is an entity), nor any officer, director, or employee of, or consultant (which has been paid by Mayne Pharma or its Affiliates more than $50,000 in the thirty six (36) month period prior to the applicable evaluation date) to, Mayne Pharma or its Affiliates (including, without limitation, Mayne Pharma Group Ltd or its Affiliates), nor (ii) any HPLLC Director or any member, manager, equity holder or employee of, or consultant to HPLLC shall qualify as an Independent Director.

(uu) “Independent Board Requirement” shall mean the obligations of the parties as set forth in Section 5.5(a) of this Agreement

(vv) “Initial EIP” shall have the meaning ascribed to such term in Section 4.9(a) of this Agreement.

(ww) “Investor” means Mayne Pharma and any of its successors and assigns, including, without limitation, any subsequent holder of Equity Securities held by Mayne Pharma as of the Effective Date.

(xx) “Lien” shall have the meaning set forth in the Mayne Pharma Purchase Agreement.

(yy) “Lock-Up Holder(s)” shall have the meaning ascribed to such term in Section 2.1 of this Agreement.

(zz) “Lock-Up Period” shall have the meaning ascribed to such term in Section 2.1 of this Agreement.

(aaa) “Make-Up Warrant” shall have the meaning ascribed to such term in the recitals to this Agreement.

(bbb) “Mayne Pharma” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

(ccc) “Mayne Pharma Director(s)” shall have the meaning ascribed to such term in Section 5.3 of this Agreement.

(ddd) “Mayne Pharma Group” shall have the meaning ascribed to such term in Section 4.1 of this Agreement.

(eee) “Mayne Pharma Purchase Agreement” shall have the meaning ascribed to such term in the recitals to this Agreement.

(fff) “MPI” shall have the meaning ascribed to such term in the recitals to this Agreement.

(ggg) “New Board” shall mean a Board comprised of a majority of Directors nominated, designated, elected or appointed by Mayne Pharma through the exercise of any of Mayne Pharma’s rights to remove or replace Directors under Sections 5.5(b) or (c) hereof.

(hhh) “New Securities” shall have the meaning ascribed to such term in Section 4.3 of this Agreement.

(iii) “Notice” shall have the meaning ascribed to such term in Section 4.4(a) of this Agreement.

(jjj) “Notice of Exercise” shall have the meaning ascribed to such term in Section 7.2(d)(iii) of this Agreement.

(kkk) “Original Effective Date” shall have the meaning ascribed to such term in the recitals to this Agreement.

(lll) “Original EHA” shall have the meaning ascribed to such term in the recitals to this Agreement.

(mmm) “Original Supply Agreement” shall have the meaning ascribed to such term in the recitals to this Agreement.

(nnn) “Other Dispute Resolution Provision” shall have the meaning ascribed to such term in Section 10.3(a) of this Agreement.

(ooo) “Performance Goal” shall mean, on or before the Performance Goal Date, HPPI either (i) closing a Follow On Offering or (ii) entering into a license, development, commercialization or similar agreement relating to the Product; provided that HPPI receives a net upfront payment of at least Five Million Dollars ($5,000,000); provided, further, that any such agreement pursuant to this clause (ii) shall be subject to the approval of Mayne Pharma.

(ppp) “Performance Goal Date” shall mean May 31, 2016.

(qqq) “Person” shall mean any individual, firm, corporation, limited liability company, partnership, trust, joint venture, Governmental Authority or other entity, and shall include any successor (by merger or otherwise) of such entity.

(rrr) “Preferred Stock” shall mean HPPI’s Preferred Stock, par value $0.0001 per share.

(sss) “Price Per Share” shall have the meaning ascribed to such term in Section 6.4 of this Agreement.

(ttt) “Prime Rate” shall mean the prime rate of interest as published on the date for which the prime rate is to be determined in the Wall Street Journal, and generally defined therein as “the base rate on corporate loans posted by at least 70% of the nation’s 10 largest banks.” If the Wall Street Journal is not published on a date for which the prime rate must be determined, the prime rate shall be the prime rate published in the Wall Street Journal on the nearest preceding date on which the Wall Street Journal was published, and if the Wall Street Journal ceases publication, then the prime rate as reported in a financial paper or journal generally accepted in the financial industry as determinative, as of the nearest preceding date.

(uuu) “Private Offering” shall mean any offering of securities of HPPI other than a Public Offering.

(vvv) “Product” shall have the meaning set forth in the Supply and License Agreement.

(www) “Pro Rata Share” shall have the meaning ascribed to such term in Section 4.1 of this Agreement.

(xxx) “Public Offering” shall mean a public offering of the shares of securities of HPPI pursuant to an effective registration statement with the Commission.

(yyy) “Purchase Right” shall have the meaning ascribed to such term in Section 7.2(d) of this Agreement.

(zzz) “Purchase Right Shares” shall be an equivalent number and class of Equity Securities as the HPLLC At Risk Shares forfeited by HPLLC pursuant to Section 7.2(b), adjusted for any stock splits, stock dividends, recapitalizations, reorganizations, reclassifications or otherwise.

(aaaa) “Purchase Right Term” shall have the meaning ascribed to such term in Section 7.2(d)(i) of this Agreement.

(bbbb) “Purchased Securities” shall have the meaning ascribed to such term in the recitals to this Agreement.

(cccc) “Relevant Regulatory Authority” shall have the meaning set forth in the Supply and License Agreement.

(dddd) “Selling Stockholder” shall have the meaning ascribed to such term in Section 6.1 of this Agreement.

(eeee) “Shares” shall have the meaning ascribed to such term in the recitals to this Agreement.

(ffff) “Stock Grant Plan” shall mean any current or future stock option, stock incentive or similar plan or agreement, including without limitation the EIP and the Initial EIP.

(gggg) “Stockholder(s)” shall mean the holders of Equity Securities of HPPI.

(hhhh) “Supply and License Agreement” shall mean that certain Second Amended and Restated Supply and License Agreement, dated on or about an even date herewith, as subsequently amended and/or restated, by and between Mayne Pharma and HPPI.

(iiii) “Termination Right” shall have the meaning ascribed to such term in the recitals to this Agreement.

(jjjj) “Transaction Documents” shall mean, collectively, the 2014 Transaction Documents and the 2015 Transaction Documents, and “Transaction Document” shall mean any of the 2014 Transaction Documents and 2015 Transaction Documents individually.

(kkkk) “Transfer”, “Transferred” or “Transferring” shall mean any sale, gift, assignment, exchange, conveyance, bequeathment, transfer, liquidation, pledge, encumbrance, disposition or alienation of any shares of Equity Securities or rights related thereto, or any securities convertible into or exercisable or exchangeable for Equity Securities.

(llll) “Virca” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

(mmmm) “Virca Employment Agreement” shall mean that certain Employment Agreement executed by and between Virca and HPPI as of June 24, 2014, and any extension, amendment or renewal thereof.

(nnnn) “Voting Rights Termination Date” shall mean the earlier to occur of (i) the date that the Supply and License Agreement is terminated or expires, or (ii) the date on which Mayne Pharma and its Affiliates cease to own ten percent (10%) or more of the issued and outstanding Equity Securities.

1.2. Additional Definitions. In addition to the foregoing, capitalized terms used in this Agreement and not otherwise defined in this Article I shall have the meanings so given to such terms herein.

1.3. Amendment and Replacement of the Original EHA. The parties hereby agree that this Agreement, upon full execution hereof by all of the parties, shall amend, restate and replace the Original EHA in its entirety from and after the Effective Date.

ARTICLE II.

LOCK-UP

2.1. Mayne and HPLLC (each a “Lock-Up Holder” and, collectively, the “Lock-Up Holders”) agree that, during the period beginning on and including the Original Effective Date through and including the date that is the first anniversary of the Original Effective Date (the “Lock-Up Period”), each of them will not, directly or indirectly:

(a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise Transfer of any shares of the Equity Securities or any securities convertible into or exercisable or exchangeable in Equity Securities, whether now owned or hereafter acquired by the Lock-Up Holders or with respect to which the Lock-Up Holders has or hereafter acquires the power of disposition, or

(b) enter into any swap or other agreement, arrangement or transaction that Transfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Equity Securities or any securities convertible into or exercisable or exchangeable for any Equity Securities,

(c) whether any transaction described in clause (a) or (b) above is to be settled by delivery of Equity Securities, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing.

2.2. Notwithstanding the provisions set forth in Section 2.1, the Lock-Up Holders may, without the prior written consent of the other parties, Transfer any Equity Securities or any securities convertible into or exchangeable or exercisable for Equity Securities to an Affiliate of such Lock-Up Holder if such Transfer is not for value; provided, however, that in the case of any Transfer described above, it shall be a condition to the Transfer that (a) the transferee executes and delivers to the parties hereto not later than one (1) Business Day prior to such Transfer, a written agreement, in substantially the form of this Agreement and otherwise satisfactory in form and substance to the parties hereto, (b) in the case of a Transfer pursuant to this clause, no filing under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Equity Securities or any securities convertible into or exercisable or exchangeable for Equity Securities shall be required to be made during the Lock-Up Period (as the same may be extended as described above) and (c) no voluntary filing with the Commission or other public report, filing or announcement shall be made in respect of such Transfer during this Lock-Up Period.

ARTICLE III.

OWNERSHIP CAP

3.1. Ownership Cap. Each of HPLLC, Mayne Pharma, FEO and Virca agrees that during the Lock-Up Period, it or he, together with its or his respective Affiliates, shall not own shares of Equity Securities which would result in it or him owning more than forty-nine and one-half percent (49.5%) of the Common Stock on a Fully Diluted basis other than Mayne Pharma as a result of the 2015 Private Placement and the 2015 Warrant.

3.2. Remedy.

(a) In the event of a breach of Section 3.1 which results from the involuntary action of such breaching party, such breaching party shall, within ten (10) Business Days, Transfer, with or without consideration or compensation therefor, that certain number of shares of Equity Securities for consideration to accomplish compliance with Section 3.1.

(b) In the event of a breach of Section 3.1 which results from the voluntary action of such breaching party or from the noncompliance of the breaching party with Section 3.2(a), such breaching party shall automatically, and without further action, forfeit and Transfer to HPPI, without consideration or compensation therefor, that certain number of shares of Equity Securities to accomplish compliance with Section 3.1.

(c) Such breaching party agrees to execute any documentation necessary to accomplish the foregoing and to provide such further assurances for the performance thereof. Such breaching party shall also tender the necessary certificates evidencing such Equity Securities duly endorsed to HPPI to accomplish such remedy.

ARTICLE IV.

PREEMPTIVE RIGHTS AND RESTRICTIONS

4.1. First Right of Mayne Pharma and HPLLC. Each of Mayne Pharma and its Affiliates (collectively the “Mayne Pharma Group”) and HPLLC and its Affiliates (collectively the “HPLLC Group”) shall have the right of first refusal to purchase its Pro Rata Share (as defined below) of all (or any part) of any New Securities (as defined below) that HPPI may from time to time issue after the Effective Date. Each of Mayne Pharma Group’s or HPLLC Group’s “Pro Rata Share” for purposes of this Section 4.1 is equal to the ratio of (a) the number of shares of Common Stock on a Fully Diluted basis which the Mayne Pharma Group or the HPLLC Group, as applicable, is deemed to hold immediately prior to the issuance of such New Securities to (b) the total number of shares of outstanding Common Stock on a Fully Diluted basis immediately prior to the issuance of the New Securities.

4.2. Preference to Certain Accredited Investors. For a period from the Effective Date until the second anniversary of the Effective Date, and solely with respect to Private Offerings made during that period, Mayne Pharma shall have the right to introduce Accredited Investors to HPPI, and HPPI shall accept the subscriptions of such Accredited Investors instead of the subscriptions of other investors until such Accredited Investors introduced by Mayne Pharma have purchased fifty percent (50%) of the Equity Securities being sold pursuant to such Private Offering. At least fifteen (15) Business Days before first circulating offering material for such Private Offering to investors, HPPI shall provide Mayne Pharma a complete and accurate copy of such offering material. Mayne Pharma may, from time to time during the Private Offering, provide HPPI the name and contact information of Accredited Investors that Mayne Pharma desires to introduce to an investment opportunity in HPPI. HPPI agrees that upon Mayne Pharma providing HPPI the name and contact information of any such Accredited Investor, HPPI will promptly send such Accredited Investor all offering material, shall answer all inquiries of such Accredited Investor and make a senior management executive available to discuss HPPI with such Accredited Investor. Mayne Pharma agrees that it shall not be due or paid any commission or fee in connection with the introduction of such Accredited Investor.

4.3. New Securities. “New Securities” shall mean any Common Stock or Preferred Stock, whether now authorized or not, whether issued pursuant to a Public Offering or Private Offering, and options, warrants, restricted stock units or other rights to purchase or acquire such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock; provided, however, that the term “New Securities” does not include:

(a) any securities or Equity Securities granted, issued or issuable pursuant to any Stock Grant Plan approved by (i) the Board and (ii) Stockholders who hold Equity Securities entitling such Stockholders to voting rights; provided, however, that any such securities or Equity Securities, as the case may be, have been granted or issued under a Stock Grant Plan approved in compliance with Section 4.9(b) hereof;

(b) any shares of the Common Stock issued pursuant to (i) the HPLLC Stock Purchase Agreement, (ii) the Debt Forgiveness Agreement or (iii) any warrants issued to HPLLC in connection with the Debt Forgiveness Agreement;

(c) any securities issued pursuant to (i) the Mayne Pharma Purchase Agreement, (ii) the conversion of any preferred stock issued to Mayne Pharma in connection with the Mayne Pharma Purchase Agreement, (iii) any warrants issued to the Mayne Pharma in connection with the Mayne Pharma Purchase Agreement, (iv) the 2015 SPA or (v) the 2015 Warrant;

(d) any shares of the Common Stock or Preferred Stock issued in connection with any stock split or stock dividend or similar event; or

(e) any securities issued (i) in connection with the establishment of credit facilities, (ii) pursuant to the acquisition of another Person by HPPI’s consolidation, merger, purchase of all or substantially all of the assets, or other reorganization in which HPPI acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other Person or at least fifty-one percent (51%) or more of the voting power of such other Person or at least fifty-one percent (51%) or more of the equity ownership of such other Person or (iii) pursuant to acquisitions or strategic transactions, provided that any such issuance shall only be to a Person (or to the equity holders of such Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of HPPI and shall provide to HPPI significant additional benefits in addition to the investment of funds, but shall not include (except as set forth above) a transaction in which HPPI is issuing securities for the purpose of raising capital or to a Person whose primary business is investing in securities; provided, however, that the applicable transaction set forth in (i) through (iii) herein has been unanimously approved by the disinterested members of the Board.

4.4. Procedures.

(a) In the event that HPPI proposes to undertake an issuance of New Securities, it shall give each of Mayne Pharma and HPLLC written notice of its intention to issue New Securities (“Notice”), describing the type of New Securities, whether the offering is private or public, and the price and the general terms upon which HPPI proposes to issue such New Securities.

(b) Each of Mayne Pharma and HPLLC shall have fifteen (15) days from the date of mailing of any such Notice (the “Applicable Period”) to agree in writing that Mayne Pharma and/or members of the Mayne Pharma Group or HPLLC and/or members of the HPLLC Group, as applicable, shall purchase all or a portion of its Pro Rata Share of the New Securities for the price and upon the general terms specified in the Notice by giving written notice to HPPI and stating therein the quantity of New Securities to be purchased, and HPPI shall so sell such New Securities to the Mayne Pharma Group and to the HPLLC Group.

(c) With respect to the issuance of shares of New Securities for which either Mayne Pharma or HPLLC has not exercised its right pursuant to this Section 4.4 within the Applicable Period, HPPI shall have one hundred twenty (120) days after the Applicable Period to contract to sell such New Securities at a price and upon general terms not more favorable to the purchasers thereof than specified in the original Notice. Except with respect to the sale of additional New Securities to Mayne Pharma or HPLLC set forth in Section 4.4(d), if HPPI has not contracted to sell such New Securities within such one hundred twenty (120) day period, HPPI shall not thereafter issue or sell any New Securities without again first offering such New Securities to Mayne Pharma and HPLLC pursuant to this Section 4.4.

(d) If the Mayne Pharma Group has exercised its right to purchase its full Pro Rata Share of New Securities, HPPI shall, within two (2) Business Days of the end of said one hundred twenty (120) day period, give Mayne Pharma written notice of the number of shares of New Securities for which subscriptions have not been received and accepted, or that the offering was fully subscribed. The Mayne Pharma Group shall thereupon have the additional right to purchase up to that number of New Securities for which subscriptions have not been received and accepted; provided, however, during the Lock-Up Period, any purchase of New Securities by the Mayne Pharma Group purchased under Section 4.1 through Section 4.4 shall be made subject to Section 3.1.

4.5. Restrictions on Creating and Issuing New Securities. HPPI shall not, without first obtaining the written consent of Mayne Pharma create, issue, or authorize the creation or issuance of, any Equity Security that is senior to the Common Stock or any security convertible into such security.

4.6. Termination. The rights and obligations in Section 4.1 through Section 4.5 shall terminate upon the earlier to occur of: (a) with respect to the Mayne Pharma Group, the date that the Mayne Pharma Group collectively owns less than ten percent (10%) of the Common Stock on a Fully Diluted basis; or (b) with respect to the HPLLC Group, the date that the HPLLC Group collectively owns less than ten percent (10%) of the Common Stock on a Fully Diluted basis.

4.7. Restrictions on Virca. Virca agrees that with respect to any option, warrant, restricted stock unit or other right to acquire Equity Securities which he holds or may hereafter hold, (a) such option, warrant, restricted stock unit or other right shall not be transferrable by Virca, except upon his death or operation of law, and Virca shall not Transfer the same, and (b) Virca shall not become vested, either in whole or in part, in such option, warrant, restricted stock unit or other right to acquire Equity Securities until the earlier to occur of (i) September 3, 2016, (ii) the receipt of written notice of acceptance for the filing of a new drug application by HPPI for the Product in the Field by the Relevant Regulatory Authority, or (iii) to the extent provided in the applicable award agreement, upon his death or disability. Virca acknowledges and agrees that any option, warrant, restricted stock unit or other right to acquire Equity Securities issued to him by HPPI shall carry a legend describing the restriction herein.

4.8. Restrictions on FEO. HPPI and FEO each agree that HPPI shall not make, and FEO shall not receive, any grant, award or compensation under the EIP, or other grant, award or issuance of any Equity Security, until after the Performance Goal Date.

4.9. Stock Grant Plans; Equity Incentive Plan.

(a) The parties acknowledge that the Board has heretofore approved the EIP, which initially authorized the issuance of up to 32,583,475 shares of Common Stock (the “Initial EIP”), and the terms and conditions thereof, and that the Initial EIP was heretofore submitted to and approved by the Stockholders who have voting rights.

(b) For so long as either HPLLC or Mayne Pharma owns more than forty percent (40%) of the outstanding Common Stock on a Fully Diluted basis, without the approval of either, or both as the case may be, Mayne Pharma and HPLLC (which approval in either case may be withheld or delayed in the sole discretion of Mayne Pharma and HPLLC, respectively), HPPI shall not: (i) increase the number of shares authorized under the EIP beyond the Initial EIP, (ii) amend, modify or supplement the terms and conditions of the EIP or the Initial EIP, (iii) approve, adopt or authorize any Stock Grant Plan, or (iv) issue, grant or award any securities or Equity Securities pursuant to the Initial EIP and the EIP which, when taken together with any other securities or Equity Securities issued, granted or awarded pursuant to the Initial EIP and the EIP after the Effective Date, would result in (including, without limitation, upon the full exercise of any such securities) the issuance, grant or award of more than Five Million (5,000,000) shares of Common Stock in the aggregate.

(c) Each of HPPI, HPLLC, FEO, Virca and Mayne Pharma agrees that all awards that are included in the Initial EIP (including those awarded to Virca) are subject to a restriction on exercise or Transfer until the earlier occur of (i) September 3, 2016, or (ii) the receipt of written notice of acceptance for the filing of a new drug application by HPPI for the Product in the Field by the Relevant Regulatory Authority. Each of HPPI, HPLLC, FEO, Virca and Mayne Pharma acknowledges and agrees, however, that if an increase in the EIP beyond the Initial EIP is approved in accordance with Section 4.9(b), such additional awards beyond the Initial EIP shall not be subject to the foregoing restrictions on exercise or Transfer unless the Board expressly otherwise provides therefor.

ARTICLE V.

VOTING AGREEMENT, BOARD COMPOSITION AND BOARD MATTERS

5.1. Directors, Number of Directors and Mandatory Voting Requirement. Immediately following the Effective Date, HPPI has five (5) Directors: FEO, Samuel Sears, Jr., Stefan James Cross, Dana Ono and Mark Watson. From and after the Effective Date until the Voting Rights Termination Date, the parties hereto agree that no action shall be taken to increase or decrease the number of Directors except with the unanimous approval of the Board. From and after the Effective Date until the Voting Rights Termination Date, HPLLC, and any transferee thereof permitted hereunder, agrees (and shall cause any Affiliate) to vote any shares of Equity Securities they may own from time to time, in favor of the Mayne Pharma Director(s) (as defined below) at each meeting of Stockholders at which Directors are elected, or execute a written consent of Stockholders in favor of the Mayne Pharma Director(s), in the manner necessary to elect such Mayne Pharma Director(s), with the Mayne Pharma Director(s) being designated by Mayne Pharma, as provided in Section 5.3 hereof.

5.2. Vacancies on the Board. If any Mayne Pharma Director ceases to hold such position as a Director for any reason while the mandatory voting requirements provided for in Section 5.1 remain in effect, Mayne Pharma shall have the right to designate a replacement Mayne Pharma Director nominee, and at Mayne Pharma’s request and option, HPPI shall within five (5) Business Days of receipt of notice of such designation, cause the Board to name and elect such nominee as the new Mayne Pharma Director to fill the vacancy of the seat held by the prior Mayne Pharma Director. If the Board shall not have so named and elected such replacement Mayne Pharma Director nominee within ten (10) Business Days of HPPI’s original

receipt of notice of designation from Mayne Pharma, Mayne Pharma shall have the right to circulate a written consent of Stockholders to elect such Mayne Pharma Director, or call (or require the calling of), by written request to HPPI, a special Stockholders meeting to elect such Mayne Pharma Director. HPLLC, and any transferee thereof permitted hereunder, agree (and shall cause any Affiliate) to vote any shares of Equity Securities it may own from time to time to elect the replacement Mayne Pharma Director so nominated, or to sign and return to Mayne Pharma such written consent (within five (5) days of receipt thereof), as the case may be. In the event that Mayne Pharma takes action as a stockholder of HPPI to enforce its right under this Section 5.2, HPPI agrees to take all actions necessary for the calling of any such special meeting of the Stockholders as soon as practicable after its receipt of such written request from Mayne Pharma, and in any event in accordance with any time limitations set forth in the Bylaws. At any such special meeting of the Stockholders called pursuant to this Section 5.2, Mayne Pharma, in its sole discretion, shall have the right to designate or appoint the chairman of such special meeting.

5.3. Method of Designating Directors. From and after the Original Effective Date, until the Voting Rights Termination Date, Mayne Pharma shall have the right to designate one (1) Director nominee to serve on the Board. If at any time, the number of the Board is increased to seven (7) or more Directors, then for so long as there are seven (7) or more Directors, Mayne Pharma shall have the right to designate an additional Director nominee to serve on the Board, for a total of two (2) Directors (together, the “Mayne Pharma Directors” and individually, each a “Mayne Pharma Director”). Mayne Pharma shall nominate only an individual who is an officer, director or senior employee of Mayne Pharma. Prior to or at any election of Directors, Mayne Pharma shall notify HPPI, HPLLC, and the Director(s) of the individual Mayne Pharma desires to nominate for election.

5.4. Replacement of FEO and Virca. Except as set forth in Section 5.5, until the Voting Rights Termination Date, any replacement or removal of FEO or Virca shall require the unanimous approval of all Directors other than FEO, in the case of his replacement.

5.5. Majority Independent Board.

(a) Each party hereto agrees that it will use its diligent good faith efforts (which efforts shall include, without limitation, not taking any action, as part of a “group” (as defined in Section 13(d) of the Exchange Act) with any other Person or Persons to amend or modify the terms of HPPI’s certificate of incorporation and Bylaws, each as amended and/or restated at the applicable time, to circumvent the requirements of this Section 5.5) to ensure that the Board consists of a majority of Independent Directors, regardless of whether any Stockholder may at any time own more than fifty percent (50%) of the outstanding or Fully Diluted Common Stock. This Section 5.5 shall automatically terminate and be null and void and of no further force and effect upon the date that a single Stockholder owns ninety percent (90%) or more of the Common Stock. Each party hereto agrees to vote for Directors as follows: (i) if neither Mayne Pharma nor HPLLC own a majority of shares of Common Stock, the parties agree to vote for the Board in its current composition (unless otherwise mutually agreed upon by Mayne Pharma and HPLLC); provided, however, that if while this clause (i) is still in effect any Director (other than a Mayne Pharma Director) ceases to serve on the Board for any reason, including, without limitation, on account of such Director’s death, disability, or resignation, the resulting

vacancy on the Board shall be filled by the Board pursuant to the Bylaws, and each of Mayne Pharma and HPLLC agrees to vote its Equity Securities in favor of the election of any such replacement Director at any subsequent meeting of the stockholders until this clause (i) is no longer in effect or until such replacement Director is no longer serving on the Board, whichever occurs first; and (ii) if either Mayne Pharma or HPLLC owns more than fifty percent (50%) of the Common Stock, such party agrees that it will vote for and maintain a Board controlled by Independent Directors.

(b) For the avoidance of doubt, if either Mayne Pharma or HPLLC owns more than fifty percent (50%) of the outstanding Common Stock, then (i) such party may, in its sole discretion but acting in accordance with Section 5.5(f) hereof, remove and replace any Director, including Chairman of the Board, provided that such party maintains a Board controlled by Independent Directors pursuant to Section 5.5(a) of this Agreement and (ii) Section 5.4 of this Agreement shall automatically terminate and be null and void and of no further force and effect. Mayne Pharma agrees that while this Agreement is in effect, it shall not act in concert as part of a “group” (as defined in Section 13(d) of the Exchange Act) with any other Person or Persons to own or control more than fifty percent (50%) of the outstanding Common Stock.

(c) If HPPI does not satisfy the Performance Goal, then for One Hundred Fifty (150) days after the Performance Goal Date, (i) Mayne Pharma shall have the right to appoint a majority of the Directors in its sole discretion (subject to the proviso below in this Section 5.5(c)), and the parties hereto agree to vote any shares of Equity Securities they may own in favor of (x) the removal of any current Directors determined by Mayne Pharma in its sole discretion and/or (y) the election of any replacement Directors nominated or designated by Mayne Pharma, in carrying out Mayne Pharma’s rights under this Section 5.5(c), and (ii) Section 5.4 of this Agreement shall automatically terminate and be null and void and of no further force and effect; provided that, unless or until the Independent Board Requirement has automatically terminated as provided in Section 5.5(d) of this Agreement, any exercise of Mayne Pharma’s rights under this Section 5.5(c) shall be subject to the Independent Board Requirement.

(d) If, at any time this Agreement is in effect (subject to the proviso below in this Section 5.5(d)), there is a material breach of a Transaction Document by any party other than Mayne Pharma, and such party fails to remedy such breach within thirty (30) days of receipt of notice from Mayne Pharma of such breach, then (i) the Independent Board Requirement shall automatically terminate and be null and void and of no further force and effect, and the parties hereto shall no longer be required to maintain a Board consisting of a majority of Independent Directors, (ii) Mayne Pharma shall have the right to freely vote its Equity Securities in its discretion (in the removal, replacement and election of Directors or otherwise), subject to the terms of HPPI’s certificate of incorporation and Bylaws, each as amended and/or restated at the applicable time, and applicable laws, rules and regulations, and (iii) Section 5.4 of this Agreement shall automatically terminate and be null and void and of no further force and effect; provided, however, that, notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that (x) the failure by HPPI to achieve the Performance Goal shall not be deemed a “material breach” of a Transaction Document for purposes of this Section 5.5(d) and (y) this Section 5.5(d) shall automatically terminate and be null and void and of no further and effect (A) following the election or appointment of a New Board or (B) upon the date that Mayne Pharma no longer holds at least forty percent (40%) of the outstanding Common Stock.

(e) If, at any time this Agreement in in effect and FEO is serving as Chairman of the Board, FEO is removed as a Director under Section 5.5(b), (c) or (d) hereof, then Mayne Pharma shall have the right to demand by written notice FEO’s resignation as Chairman of the Board, and he shall submit to HPPI, with a copy to Mayne Pharma, such written resignation within three (3) Business Days after his receipt of such notice from Mayne Pharma.

(f) If either Mayne Pharma or HPLLC exercises its right to remove or replace any Director pursuant to Section 5.5(b) hereof (such party so exercising such right shall be referred to herein as the “Exercising Party”), the Exercising Party, acting alone in its sole discretion, shall have the right, upon its execution of a written consent of the stockholders of HPPI, to (i) remove any current Director determined by the Exercising Party in its sole discretion and/or (ii) to elect any replacement Director nominated or designated by the Exercising Party, in its sole discretion, for filling any vacancy on the Board or otherwise. The Exercising Party shall deliver any such written consent to HPPI as soon as practicable after the execution or effectiveness of such written consent. Alternatively, the Exercising Party shall have the right, upon its written request to HPPI, to call (or require the calling of) a special meeting of the Stockholders for the purpose or purposes of considering and voting on (x) the removal of any such current Director determined by the Exercising Party in its sole discretion and/or (y) the election of any such replacement Director nominated or designated by the Exercising Party, in its sole discretion, for filling any vacancy on the Board or otherwise. HPPI agrees to take all actions necessary for the calling of any such special meeting of the Stockholders as soon as practicable after its receipt of such written request from the Exercising Party, and in any event in accordance with any time limitations set forth in the Bylaws. At any such special meeting of the Stockholders called pursuant to this Section 5.5(f), the Exercising Party, in its sole discretion, shall have the right to designate or appoint the chairman of such special meeting.

(g) If Mayne Pharma exercises its right to remove or replace any Director pursuant to Section 5.5(c) hereof, Mayne Pharma shall have the right (i) to deliver to HPLLC a written consent of the Stockholders approving the removal of any current Director determined by Mayne Pharma in its sole discretion and/or the election of any replacement Director nominated or designated by Mayne Pharma, in its sole discretion, for filling any vacancy on the Board or otherwise, or (ii) to call (or require the calling of), upon written request to HPPI, a special meeting of the Stockholders for purposes of removing any such current Director and/or nominating or designating for election any such replacement Director. HPLLC, and any transferees thereof permitted hereunder, agree (and shall cause any of its Affiliates) (x) to sign and deliver to Mayne Pharma such written consent of the Stockholders described in this Section 5.5(g) within five (5) days of receipt thereof or (ii) to vote any shares of Equity Securities it or they may own from time to time to remove any such current Director and/or elect any such replacement Director nominated or designated by Mayne Pharma at any such special meeting. HPPI agrees to take all actions necessary for the calling of any such special meeting of the Stockholders as soon as practicable after its receipt of such written request from Mayne Pharma, and in any event in accordance with any time limitations set forth in the Bylaws. At any such special meeting of the Stockholders called pursuant to this Section 5.5(g), Mayne Pharma, in its sole discretion, shall have the right to designate or appoint the chairman of such special meeting.

(h) To secure the obligations of HPLLC to vote its Equity Securities in accordance with (but solely in connection with the matters set forth in) Section 5.5(c) and

Section 5.5(g), HPLLC hereby irrevocably appoints the executive officers of Mayne Pharma, or any of them from time to time, or their designees, as HPLLC’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote or otherwise act with respect to (including, without limitation, by executing any written consent of the Stockholders) all of the Equity Securities held by HPLLC consistent with Section 5.5(c) and Section 5.5(g) and on behalf of HPLLC, at any meeting of the Stockholders (whether annual or special and whether or not an adjourned or postponed meeting) or by written consent of the Stockholders in lieu of any such meeting. The proxy and power granted by HPLLC pursuant to this Section 5.5(h) are coupled with an interest and are given to secure the performance of HPLLC’s duties under Section 5.5(c) and Section 5.5(g). Each such proxy and power will be irrevocable for so long as Section 5.5(c) is in effect. To the extent permitted under applicable law, such proxy and power shall be binding on any Person to whom HPLLC may transfer any of its Equity Securities. Such proxy and power, so long as any party hereto is an individual, will survive the death, incompetency and disability of such party or any other individual holder of the Equity Securities and, so long as any party hereto is an entity, will survive the merger or reorganization of such party or any other entity holding any Equity Securities currently held by HPLLC. HPLLC hereby revokes all other proxies and powers of attorney with respect to its Equity Securities that may have heretofore been appointed or granted, and no subsequent proxy or power of attorney shall be given or granted (and if given or granted, shall not be effective) with respect to its Equity Securities prior to the termination of this Agreement.

(i) The parties agree that if any Director (other than FEO) is removed from such position by reason of any provision of this Section 5.5, any Equity Securities previously issued to such Director under a Stock Grant Plan which are subject to vesting shall continue to vest following such Director’s removal, and any such vested grants shall remain outstanding until exercised, terminated, sold, transferred and/or disposed of pursuant to their respective terms.

5.6. Legend. From and after the Original Effective Date, all certificates or other instruments representing Equity Securities held by any party hereto shall bear a legend which shall state:

“The securities represented by this certificate are subject to that certain Equity Holders Agreement, dated as of June 24, 2014, as the same may be amended from time to time, pursuant to the terms of which the transfer of such securities is restricted. Such Equity Holders Agreement also provides for various other limitations and obligations, and all of the terms thereof are incorporated by reference herein. A copy of such Equity Holders Agreement has been filed in the registered office of the company where the same may be inspected daily during business hours by any stockholder of record of the company.”

5.7. Fundamental Transactions. Before the Board holds any vote, or submits any decision for approval or consent, regarding a Fundamental Transaction (including any Fundamental Transaction involving HPLLC, Mayne Pharma and/or their respective Affiliates), the Board must engage a reputable, qualified financial advisor, the identity of which shall be agreed upon by the Board, to render an opinion to the Board before such vote or decision as to whether such Fundamental Transaction is fair, reasonable and in the best interests of the Stockholders.

5.8. Provision of Financial Statements. The Chief Executive Officer and/or President of HPPI shall deliver, or cause to be delivered, to the Board financial statements no later than the fifth (5th) calendar day of each calendar month, and such financial statements shall present fairly, in all material respects and consistent with past practices, the financial condition of HPPI, including the present amount of operational cash on hand with HPPI.

5.9. Amendments to Certificate of Incorporation or Bylaws. Except for actions taken to effectuate the amendments to HPPI’s certificate of incorporation and the Bylaws contemplated by the 2015 SPA, HPLLC hereby covenants and agrees that it will not take any action to (i) alter, amend, change, add to, repeal, impair or diminish, in any way, any provision of HPPI’s certificate of incorporation or the Bylaws which reference or pertain to this Agreement or (ii) otherwise make any amendment, or add any provision, to HPPI’s certificate of incorporation or the Bylaws that would impair or diminish, in any way, any right of the Investor under this Agreement.

ARTICLE VI.

RIGHT OF FIRST REFUSAL

6.1. Mayne Pharma Right of First Refusal. If either FEO or Virca or any transferees of FEO or Virca permitted under Section 6.2 (each, a “Selling Stockholder”) desires to Transfer any of the Common Stock held personally of record by him or it, as the case may be, to any Person, he or it shall first make an offer to sell all of such shares that he or it desires to Transfer (but not less than all of such shares) to Mayne Pharma for the purchase price per share and on the terms hereinafter set forth. Such offer shall be in writing and shall specify the nature of the Transfer in which the Selling Stockholder desires to engage, including the name or names of the other party or parties to such proposed transaction and the terms thereof, including the purchase price and payment terms, if any, and shall have attached a written copy of the proposed offer to or from the other party or parties to the proposed transaction. Mayne Pharma may irrevocably accept the offer as to all, but not less than all, of the shares, in writing within twenty (20) days after receipt thereof. Notwithstanding the foregoing, the restrictions set forth in this Section 6.1 shall not apply to any Common Stock that is an FEO Indirect Share as long as such Common Stock is an FEO Indirect Share.

6.2. Permitted Transfers. The rights granted to Mayne Pharma pursuant to Section 6.1 shall not apply to (a) Transfers as a bona fide gift or gifts for tax or estate planning purposes to the spouse, siblings, parents, children or grandchildren of FEO or Virca, or any trust of which any of the foregoing are beneficiaries (provided that any donee thereof agrees in writing to be bound by the terms of this Agreement), (b) Transfers pursuant to a valid divorce decree or by will or intestate succession upon death (provided that any recipient thereof agrees in writing to be bound by the terms of this Agreement), or (c) Transfers to FEO or Virca pursuant to the exercise of, or vesting in, any stock option, warrant, restricted stock unit, or other right issued pursuant to the EIP or other stock option or incentive plan of HPPI, provided that the Common Stock received upon such exercise or vesting shall remain subject to the rights of Mayne Pharma provided for in this Agreement.

6.3. Purchase by Mayne Pharma. If a Selling Stockholder offers to sell his Common Stock to Mayne Pharma pursuant to Section 6.1 above, then each party hereto agrees to vote its shares of Common Stock, including with respect to the Selling Stockholder, the shares that are offered for sale by the Selling Stockholder, at any meeting of the Stockholders in order to approve any corporate action that may be required to be taken by HPPI or its officers or Directors in order to enable Mayne Pharma to purchase any or all of the shares of Common Stock offered by the Selling Stockholder.

6.4. Purchase Price and Terms. The purchase price and terms of payment set forth in any offer by a Selling Stockholder under Section 6.1 shall be identical to any offer given or received by such Selling Stockholder to or from a proposed third-party purchaser, except that if the consideration to be paid the Selling Stockholder by such proposed third-party purchaser consists in whole or in part of property (rather than cash), the purchaser(s) hereunder may transfer cash or other property of similar kind and equivalent value to the Selling Stockholder in payment for his shares of Common Stock. If a Selling Stockholder desires to pledge, give or otherwise encumber his shares of Common Stock, or make such other Transfer where the consideration for such Transfer is other than cash, then the purchase price for each share of Common Stock sold to Mayne Pharma pursuant to Section 6.1 of this Agreement shall be equal to the average closing price of the Common Stock as reported on the OTC Bulletin Board, OTCQB Marketplace or any exchange on which the Common Stock is then traded for the twenty (20) day trading period ending on the trading date immediately prior to the date of acceptance by Mayne Pharma of the offer set forth in Section 6.1 (the “Price Per Share”). The terms of payment of any purchase price determined by reference to the Price Per Share shall be payable twenty-five percent (25%) at the Closing (as defined herein), and then the balance in twelve (12) quarterly installments of equal principal amounts plus accrued interest at a rate of the Prime Rate plus five percent (5%) beginning on the first (1st) day of the calendar quarter immediating following the Closing; provided, however, that Mayne Pharma may, at its sole discretion, prepay any or all amounts due under such payment without penalty therefor.

6.5. Acceptance of Offers. Any offer made pursuant to Section 6.1 may be accepted by Mayne Pharma within the time provided for acceptance of such offer by Mayne Pharma giving written notice of its irrevocable acceptance to the Person making the offer. An offer shall be deemed to be rejected unless written notice of acceptance of the offer has been received by the Person making the offer prior to the expiration of the time for acceptance set forth in Section 6.1 hereof.

6.6. Closing of Purchase. If any of the shares of Common Stock included in the offers made by the Selling Stockholder pursuant to Section 6.1 of this Agreement are accepted for purchase, then such shares shall be sold by the Selling Stockholder to Mayne Pharma, accepting such offers. The closing of the purchase shall take place at the principal office of HPPI or at such other place as the parties may agree, not more than thirty (30) days after the date of the notice of the acceptance of an offer made pursuant to Section 6.1 hereof (the “Closing”). The purchase price for all shares of Common Stock sold pursuant to Section 6.1 hereof shall be paid in accordance with the terms of payment determined as set forth in Section 6.4 above. The Selling Stockholder shall represent and warrant to the purchasers that he is conveying to them such shares, with full warranties of title, free and clear of any claims, options, charges, encumbrances or rights of others, except as may be created by this Agreement.

6.7. Release from Restriction. If Mayne Pharma rejects the offer, fails to accept the offer in writing within thirty (30) days after receipt thereof, or elects to purchase some but not all of the shares of Common Stock offered by the Selling Stockholder pursuant to Section 6.1, then for a period of ninety (90) days after said thirty (30) day period, the shares of Common Stock subject to the offer which are not elected for purchase by Mayne Pharma and are desired to be Transferred by the Selling Stockholder may be Transferred only to such described party or parties and on the terms and conditions therein described, but on no more favorable terms, all as described in the offer pursuant to Section 6.1. After said ninety (90) day period, such shares shall remain subject to all terms and conditions of this Article VI. Any third party or parties purchasing shares of Common Stock pursuant to this Agreement shall be required to execute a counterpart of this Agreement. If a Selling Stockholder shall fail to complete such proposed Transfer within ninety (90) days following the expiration of the time provided in this Agreement for acceptance of the final offer made pursuant to Section 6.1 above, then such shares of Common Stock shall again be subject to all of the restrictions set forth in Section 6.1 and elsewhere in this Agreement.

ARTICLE VII.

PERFORMANCE GOAL

7.1. Performance Goal Generally.

(a) HPPI agrees to use commercially reasonable efforts to implement the Development Plan and commercialize the Product as soon as practicable and consistent with the Supply and License Agreement. The parties agree that HPPI shall satisfy the Performance Goal; provided, however, that satisfying the Performance Goal shall be subject to the terms and conditions provided herein and that HPPI shall grant to Mayne Pharma and HPLLC equivalent registration rights if any such registration rights are granted in connection with the satisfaction of the Performance Goal.

(b) Each of HPLLC and FEO acknowledges and agrees that (i) the Performance Goal is fair, reasonable and attainable and (ii) the remedies to which each is subject, whether in this Agreement or in any other Transaction Document, for the failure by HPPI to satisfy the Performance Goal are fair and reasonable.

7.2. Surrender of Options; Sale and Forfeiture of Equity Securities; Purchase Right of Equity Securities. If HPPI fails to satisfy the Performance Goal:

(a) FEO agrees that he shall forfeit all then unvested options, warrants, restricted stock units, or other right to acquire Equity Securities held personally of record. Furthermore, Mayne Pharma shall have the right to purchase by written notice to FEO, delivered within sixty (60) days after such failure, all Equity Securities, vested options, vested warrants, vested restricted stock units and the like held personally of record by FEO or otherwise Transferred by him, at the fair market value as of the date of such resignation or termination. The fair market value of any issued and outstanding Equity Securities held by FEO shall be determined by the Price Per Share, and the fair market value of any vested option or warrant shall equal to (i) the aggregate value of all Equity Securities determined by the Price Per Share which may be purchased pursuant to such option or warrant, less (ii) the aggregate exercise price

to purchase such Equity Securities. Notwithstanding the foregoing, no Common Stock (including any Common Stock held by HPLLC) that is a FEO Indirect Share shall be subject to the provisions of this Section 7.2(a) as long as such Common Stock or is a FEO Indirect Share; and

(b) Mayne Pharma shall have the right, in its sole discretion, to cause HPPI, as full liquidated damages, to declare by written notice to HPLLC and to Mayne Pharma that some or all of the HPLLC At Risk Shares shall be forfeited by HPLLC to HPPI (“Default Notice”). If HPPI makes such election, it shall have waived and released any and all claims it may have for any damages it may have suffered as a result of HPPI failing to satisfy the Performance Goal. HPLLC agrees that upon receipt of such Default Notice electing forfeiture, it shall, without payment or additional consideration, within two (2) Business Days after receipt of such Default Notice deliver to HPPI any and all stock certificates in its possession or control evidencing any of the HPLLC At Risk Shares duly endorsed for Transfer back to HPPI or accompanied by an executed stock power for Transfer back to HPPI. Such HPLLC At Risk Shares shall be Transferred back to HPPI free and clear of all Liens or claims of any nature. HPLLC further agrees upon HPPI delivering such Default Notice, HPPI shall be entitled to Transfer, and HPLLC hereby directs HPPI to Transfer, on its stock ledger back to HPPI any and all HPLLC At Risk Shares. Any of the HPLLC At Risk Shares forfeited to HPPI under this Section 7.2(b) shall be cancelled on the books and records of HPPI. Any election and decision made by HPPI pursuant to this Section 7.2(b) shall be made by the majority approval of the disinterested Directors; provided, however, for purposes of this Section 7.2(b), FEO shall be deemed to be an interested Director. Notwithstanding the foregoing in this Section 7.2(b), the provisions of this Section 7.2(b) shall automatically terminate and be null and void and of no further force and effect if prior to the achievement of the Performance Goal, Mayne Pharma has demanded FEO’s resignation as Chairman of the Board, and if FEO has in fact tendered his resignation, in each case as provided by Section 5.5(e) hereof.

(c) If FEO or HPLLC, as the case may be, fails to deliver to HPPI or Mayne Pharma, as the case may be, the certificates or other instruments described in this Section 7.2, the officers of HPPI, or any of them, are each hereby appointed as attorney-in-fact for FEO or HPLLC, as the case may be, for the purpose of complying with this Section 7.2, including Transferring any Equity Securities, and delivering any of the aforesaid certificates or other instruments to HPPI or Mayne Pharma, as the case may be, whereupon FEO’s rights with respect to the Equity Securities shall cease. Such officers shall incur no liability for such actions described in this Section 7.2(c). This appointment of the officers as attorney-in-fact is coupled with an interest and such appointment is irrevocable.

(d) HPPI hereby grants Mayne Pharma the following purchase right (the “Purchase Right”) to purchase all or any part of the Purchase Right Shares at the Exercise Price (as defined below) per share and during the Purchase Right Term (as defined below).

(i) The “Purchase Right Term” shall be the period beginning on the date HPPI gives the Default Notice and continuing until the sixtieth (60th) day after such date. This Purchase Right may be exercised regardless of whether HPLLC honors its obligation to convey the HPLLC At Risk Shares back to HPPI as set forth in Section 7.2(b) above. If HPLLC does not honor its obligation to convey the HPLLC At Risk

Shares back to HPPI, Mayne Pharma shall nevertheless have the right to purchase, and this Purchase Right shall be for, the Purchase Right Shares predicated upon the HPLLC At Risk Shares which HPLLC should have conveyed back to HPPI, and each of HPPI and Mayne Pharma shall have the right to seek specific performance to require HPLLC to convey the HPLLC At Risk Shares back to HPPI.

(ii) The “Exercise Price” per share of Common Stock shall be equal to the average closing price of the Common Stock as reported on the OTC Bulletin Board, OTCQB Marketplace or any exchange on which the Common Stock is then traded for the twenty (20) day trading period ending on the trading date immediately prior to the date that Mayne Pharma gives the Notice of Exercise (as defined below).

(iii) This Purchase Right may be exercised by Mayne Pharma at any time prior to the expiration of the Purchase Right Term, in whole or in part, by delivering written notice of exercise (the “Notice of Exercise”), duly executed by Mayne Pharma to HPPI at its principal office, accompanied by payment, in cash by wire transfer of immediately available funds to the order of HPPI and to an account designated by HPPI, of the amount obtained by multiplying the number of shares designated in the Notice of Exercise by the Exercise Price. For purposes hereof, “Exercise Date” shall mean the date on which all deliveries required to be made to HPPI upon exercise of this Purchase Right pursuant to this Section 7.2(d)(iii) shall have been made.

(iv) As soon as practicable (but in no event later than three (3) Business Days) after the valid exercise of this Purchase Right, in whole or in part, in accordance with clause (iii) immediately above, HPPI, at its expense, shall cause to be issued in the name of and delivered to Mayne Pharma a certificate or certificates (which shall contain appropriate restrictive legends) for the number of fully paid and non-assessable shares to which Mayne Pharma shall be entitled upon such exercise. Mayne Pharma shall for all purposes hereof be deemed to have become the holder of record of such shares on the Exercise Date irrespective of the date of delivery of such certificate or certificates.

(v) The issuance of the shares upon the exercise of this Purchase Right, and the delivery of certificates or other instruments representing such shares, shall be made without charge to Mayne Pharma for any tax or other charge of whatever nature in respect of such issuance and HPPI shall bear any such taxes in respect of such issuance.

7.3. Mayne Pharma Remedy on Default. Mayne Pharma shall have the right to terminate the Supply and License Agreement without damages, penalty, or any liability whatsoever to any party hereto within five (5) Business Days after written notice to HPPI or FEO, respectively, if there has not been full compliance by either party with the applicable provisions of Section 7.2. Mayne Pharma’s rights under this Section 7.3 are in addition to all other rights and remedies available under any agreement, at law or in equity. Mayne Pharma and HPPI agree that the Supply and License Agreement shall be deemed amended to add the provision of this Section 7.3.

7.4. Mayne Pharma Exercise of Rights; Covenant Not to Sue. The parties hereto agree that Mayne Pharma may decide in its sole discretion whether and when to exercise any of its rights under this Article VII and that it may exercise such rights for any reason. In consideration of the benefits conferred upon them in connection with this Agreement, HPPI, HPLLC and FEO each covenant and agree that he or it will not sue or otherwise assert any claim against Mayne Pharma or any of its Affiliates as result of Mayne Pharma’s exercise of its rights under this Article VII or for any act or omission leading up to, causing, or contributing to the failure to satisfy the Performance Goal, other than acts or omissions constituting fraud or other willful misconduct.

7.5. No Restrictions. No Transfer under this Article VII shall be subject to the provisions of Article II, Article III (except that any Transfer under Section 7.2(b) shall be subject to Article III), Article IV, Article V or Article VI.

ARTICLE VIII.

TERMINATION

8.1. General. In addition to the specific provisions of this Agreement that terminate at such time as Mayne Pharma Group collectively owns less than ten percent (10%) of the Common Stock on a Fully Diluted basis, this Agreement generally shall terminate:

(a) If HPPI is adjudicated bankrupt, HPPI executes an assignment for benefit of creditors, a receiver is appointed for HPPI or HPPI is voluntarily or involuntarily dissolved; or

(b) HPPI, HPLLC and Mayne Pharma expressly agree in writing to terminate this Agreement.

ARTICLE IX.

REPRESENTATIONS AND WARRANTIES

9.1. Each of the parties represents and warrants to the other parties that each of the following representations and warranties is true and correct with respect to itself as of the Original Effective Date.

(a) It is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. It is neither in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. It is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a material adverse effect, and no Action has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b) It has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its

obligations hereunder. Its execution, delivery and performance of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action, and no further approval or authorization is required by it, its governing board, managers or other body or any of its stockholders, members or owners in connection herewith. It has duly executed this Agreement, and this Agreement will constitute a valid and binding obligation enforceable against itself in accordance with its respective terms.

(c) Its execution, delivery and performance of this Agreement does not and will not, and its consummation of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of its certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of its properties or assets, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument or other understanding to which it is a party or by which any of its property or asset is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any Governmental Authority to which it is subject (including federal and state securities laws and regulations), or by which any of its property or asset is bound or affected.

ARTICLE X.

MISCELLANEOUS

10.1. Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and mailed, faxed or delivered to each applicable party at the addresses set forth on Exhibit A hereto or at such other address as to which such party may inform the other parties in writing in compliance with the terms of this Section 10.1. All such notices, requests, demands and other communications shall, when mailed (which mailing must be accomplished by first class mail, postage prepaid; express overnight courier service; or registered mail, return receipt requested) or transmitted by facsimile, be effective three (3) days after deposited in the mails or upon transmission by facsimile, respectively, addressed as aforesaid, unless otherwise provided herein.

10.2. Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement; but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provisions or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

10.3. Dispute Resolution. In the event of any Dispute, then each of the parties hereto agrees to settle all Disputes by arbitration before a single arbitrator in Atlanta, Georgia, selected by, and such arbitration to be administered by, the American Arbitration Association (“AAA”) in accordance with its International Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each of the parties hereto

agrees and acknowledges that all Disputes between or among them are subject to the alternative dispute resolution procedures of this Section 10.3. Each of the parties hereto agrees that any aspect of alternative dispute resolution not specifically covered in this Agreement shall be covered, without limitation, by the applicable AAA rules and procedures. Each of the parties hereto further agrees that any Dispute determined by the arbitrator shall be final and binding and shall not be subject to further appeal. Each of the parties hereto shall bear its own costs and expenses and an equal share of the arbitrator’s fees and administrative fees of arbitration, subject to any award under Section 10.3(b).

(a) If there is a Dispute within the scope of this Section 10.3, and if any party to this Agreement is a party to another agreement that contains an arbitration, forum selection, or other dispute resolution provision that is different from or inconsistent with this Section 10.3 (“Other Dispute Resolution Provision”), then the Dispute shall be governed by this Section 10.3 and not by the Other Dispute Resolution Provision notwithstanding whether such other agreement was entered into after the Original Effective Date, except to the extent each of the parties hereto agrees in writing by express reference to this Section 10.3(a).

(b) In any Dispute, the arbitrator shall award to the prevailing party all of such party’s costs (including fees and costs of the arbitrator and AAA) and attorneys’ fees incurred in connection therewith. As used herein, “attorneys’ fees” shall mean the full and actual costs of any legal services actually rendered in connection with the matters involved, calculated on the basis of the usual fee charged by the attorneys performing such services.

(c) If any party fails to perform a specific act required under this Agreement (including, without limitation, acts required to be performed under Article VII of this Agreement) or under any of the other Transaction Documents, the party for whose benefit the act was to be taken will be irreparably harmed. Accordingly, in any Dispute, the arbitrator shall award specific performance, in addition to any other remedy available at law, in equity, or under the applicable AAA rules.

(d) This Agreement and all Disputes shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed wholly within such State, without regard to its conflict of law rules.

10.4. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. Counterparts may be delivered via facsimile, electronic mail (including pdf), or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

10.5. Amendments, Waivers and Consents. This Agreement may be amended and any provision of this Agreement may be waived with the prior written consent of HPPI, HPLLC and Mayne Pharma; provided, however, no such amendment shall be valid which adversely affects FEO and/or Virca without the additional written consent of FEO and/or Virca, whichever one or both are adversely affected; provided further, notwithstanding anything in this Agreement to the contrary, Mayne Pharma and HPLLC may amend Section 7.1 of this Agreement without the

consent of HPPI. No waiver by any party shall be effective unless in writing and no such waiver shall extend to or affect any other obligation not expressly waived. No failure or delay on the part of any party to this Agreement in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

10.6. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and legatees.

10.7. Prior Agreements. This Agreement contains the entire understanding of the parties and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof unless expressly referred to herein.

10.8. Conflict with Bylaws. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Bylaws, the terms and provisions of this Agreement shall control.

10.9. Securities Covered. The provisions of this Agreement shall apply to all Equity Securities, and any securities convertible into or exercisable or exchangeable into such Equity Securities, now owned and hereafter acquired by the parties to this Agreement or any Person later becoming bound by the provisions of this Agreement as provided hereunder and shall include all Equity Securities and any securities convertible into or exercisable or exchangeable into such Equity Securities.

10.10. Potential Investor Liabilities. HPLLC hereby agrees to defend, indemnify, and hold harmless Mayne Pharma, HPPI, each of their Affiliates, and each of their respective representatives from and against any and all third party claims, demands, Actions, suits, and other proceedings, and all resulting losses, damages, liabilities, settlements, judgments, costs, and expenses (including without limitation, attorneys’ fees), arising from or in connection with any capital raising by, or on behalf of, HPPI prior to the Original Effective Date, including without limitation, claims by or from any potential investor in such capital raising.

10.11. Time. Time is of the essence of this Agreement.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement by duly authorized officers as of the date first above written.


MAYNE PHARMA VENTURES PTY LTD

By:		/s/ Scott A. Richards
Name:		Scott A. Richards
Title:		Director

HEDGEPATH LLC

By:		Black Robe Capital, LLC, its sole manager

By:		/s/ Frank E. O’Donnell, Jr., M.D.
Name:		Frank E. O’Donnell, Jr., M.D.
Title:		Manager

HEDGEPATH PHARMACEUTICALS, INC.

By:		/s/ Nicholas J. Virca
Name:		Nicholas J. Virca
Title:		President and Chief Executive Officer

/s/ Frank E. O’Donnell, Jr., M.D.
FRANK E. O’DONNELL, JR., M.D.

/s/ Nicholas J. Virca
NICHOLAS J. VIRCA

[Signature Page to Amended and Restated Equity Holders Agreement]