INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • Delaware
Both the Company and Indemnitee recognize that highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • California
This Investors’ Rights Agreement (this “Agreement”) is made as of the 2nd day of December 1997, by and between OMP Acquisition Corporation, a California corporation (the “Company”), Mandarin Partners LLC (“Mandarin”) and Zein and Samar Obagi Family Trust (“Obagi”). Mandarin and Obagi are referred to collectively as the “Investors”.
CATALINA LANDING AMENDED AND RESTATED OFFICE LEASEOffice Lease • September 13th, 2006 • Obagi Medical Products, Inc. • California
This Amended and Restated Lease (“Lease”), is by and between AC-CATALINA LANDING LLC, a Delaware limited liability company (“Landlord”), and OBAGI MEDICAL PRODUCTS, INC., a California corporation (“Tenant”). John Hancock Mutual Life Insurance Company, a Massachusetts corporation, Landlord’s predecessor in interest, and Tenant, are parties to that certain lease, dated February 27, 1998, and that certain First Amendment to Standard Office Lease, dated October 30, 1998 (collectively, the “Lease”), for the premises described below. Now, therefore, Landlord and Tenant hereby express their mutual desire and intent to amend and restate the Original Lease and First Amendment as follows:
LEASELease • September 13th, 2006 • Obagi Medical Products, Inc.
This Lease Agreement made between D’AMATO INVESTMENTS, LLC, of Milford, Connecticut, hereinafter called “LANDLORD”, and Obagi Medical Products, Inc. of Long Beach, California hereinafter called the “TENANT”.
CONSULTANT SERVICES AND CONFIDENTIALITY AGREEMENTConfidential Treatment Requested • September 13th, 2006 • Obagi Medical Products, Inc. • Delaware
This Consultant Services and Confidentiality Agreement (the “Agreement”) is made and entered into as of the 18th day of July, 2005 (the “Effective Date”) by and between Obagi Medical Products, Inc., a Delaware corporation (“OMP” or “Company”) and Jose Ramirez and JR Chem LLC (“JR” or “Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • California
This EMPLOYMENT AGREEMENT (this “Agreement” is entered into as of this 1st day of March, 2005, by and between Steven Robert Carlson (“Executive”) and OMP, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined in the text of this Agreement have the meanings set forth in Appendix A, which is incorporated into this Agreement by reference.
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • New York
This PRODUCT SUPPLY AGREEMENT (the “Agreement”), dated as of December 8, 2005 (the “Effective Date”), between Triax Pharmaceuticals, LLC, a Delaware corporation, having its principal place of business at 20 Commerce, Cranford, NJ 07016 (“Triax”), and OMP, a Delaware corporation having its principal place of business at 310 Golden Shore, Long Beach, California (“OMP”) (OMP and Triax, each a “Party,” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTStock Option Award Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 1st day of September, 2001, by and between Austin T. McNamara (“Executive”) and OMP, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined in the text of this Agreement have the meanings set forth in Appendix A, which is incorporated into this Agreement by reference.
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • California
THIS DISTRIBUTORSHIP AGREEMENT is made and entered into by and between WORLDWIDE PRODUCTS DISTRIBUTION, INC. (hereinafter referred to as the “Company”), a corporation organized and existing under the laws of the State of California, and CNO Chinese Obagi Corporation, a corporation organized and existing under the laws of California and having its principal place of business of at 4930 Fiesta Ave., Temple City, CA 91780 hereinafter referred to as the “Distributor”.
RETAIL LEASE AGREEMENT BY AND BETWEEN SKIN HEALTH PROPERTIES, INC., AS LANDLORD AND OMP, INC., AS TENANT DATED AS OF JUNE 29, 2006Retail Lease Agreement • September 13th, 2006 • Obagi Medical Products, Inc.
DISTRIBUTION AGREEMENTDistribution Agreement • September 13th, 2006 • Obagi Medical Products, Inc.
THIS DISTRIBUTION AGREEMENT is made as of the 10th day of November, 2005 (the “Effective Date”) by and between OMP, Inc., a company established and existing under the laws of the State of Delaware, having its principal place of business at 310 Golden Shore, Long Beach, California 90802, USA (“OMP”) and Cellogique Corporation, a corporation organized and validly existing under the laws of California, having its principal place of business at 124 Woodland Road, Pittsburgh PA 15232 (“Distributor”). OMP and the Distributor are sometimes referred to herein as the “Parties” and individually as “Party.”
KNOW-HOW AND TRADEMARK LICENSE AGREEMENTHow and Trademark License Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • New York
THIS KNOW-HOW AND TRADEMARK LICENSE AGREEMENT is entered into effective as of this 13th day of September, 2002 (the “Effective Date”), between OMP, INC., a Delaware, U.S.A. corporation having its principal place of business at 310 Golden Shore, Long Beach, California 90802 (“OMP”), and ROHTO PHARMACEUTICAL CO, LTD., a Japanese company having its principal place of business at 1-8-1, Tatsumi-nishi, Ikuno-ku, Osaka 544-8666, Japan (“Rohto”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • California
Zein Obagi, M.D. (“Dr. Obagi” or “Employee”) and OMP, Inc. (“OMP”) and OMP’s parent Obagi Medical Products, Inc. (“Obagi Medical”, collectively the “Employer”) hereby knowingly and voluntarily agree to enter into this Separation and Release Agreement (“Separation Agreement”) in order to resolve all outstanding issues and set forth all obligations between the parties. Employee and Employer acknowledge and agree that this Separation Agreement constitutes the sole obligation of each to the other with respect to the termination of Employee’s employment with and service as an officer and/or director to the Employer, and that no other promises, commitments, or representations have been made with or by each of the parties to the other with respect to such employment and/or service.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • Delaware
THIS MANAGEMENT SERVICES AGREEMENT is made as of the 18 day of December, 2002 by and between OMP, INC., a Delaware corporation (the “Company”) and STONINGTON PARTNERS, Inc., a Delaware Corporation limited partnership (“Stonington”).
SEVERANCE AGREEMENTSeverance Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • California
WHEREAS, except as expressly set forth herein, the Company desires to continue to retain the services of Employee under the same terms and conditions that Employee is currently employed;
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • California
THIS MANAGEMENT SERVICES AGREEMENT is made as of the 2nd day of December, 1997 by and between OMP ACQUISITION CORPORATION, a California corporation (the “Company”) and MANDARIN MANAGEMENT PARTNERS, INC., a Delaware corporation (“MMPI”).
June 29, 2006 OMP, Inc. Long Beach, California 90802Obagi Medical Products, Inc. • September 13th, 2006
Re: Retail Lease Agreement (the “Lease”) Executed Contemporaneously Herewith By and Between Skin Health Properties, Inc., as Landlord, and OMP, Inc. (“OMP”), as Tenant
DISTRIBUTORSHIP AGREEMENTDistributorship Agreement • September 13th, 2006 • Obagi Medical Products, Inc. • California
THIS DISTRIBUTORSHIP AGREEMENT is made and entered into by and between WORLDWIDE PRODUCTS DISTRIBUTION, INC. (hereinafter referred to as the “Company”), a corporation organized and existing under the laws of the State of California, and VNO Vietnam Obagi Corporation, a corporation organized and existing under the laws of California and having its principal place of business of at 10161 Bolsa Ave., Suite B210, Westminster, CA 92683, hereinafter referred to as the “Distributor”.
AGREEMENTAgreement • September 13th, 2006 • Obagi Medical Products, Inc. • California
This Agreement (the “Agreement”) is made and entered into as of this 29th day of June, 2006, between OMP, Inc. (“OMP”) a Delaware corporation with an address at 310 Golden Shore, Suite 100, Long Beach, CA 90802 and OMP’s parent Obagi Medical Products, Inc. (“Obagi Medical” and along with OMP the “OMP Entities”), a Delaware corporation with an address at 310 Golden Shore, Suite 100, Long Beach, CA 90802, on the one hand, and Zein E. Obagi, MD Inc., (with Dr. Zein Obagi as its principal, herein referred to as “Obagi Inc.”), Zein Obagi, (“Dr. Obagi”), Samar Obagi, the Zein and Samar Obagi Family Trust (the “Trust”) (collectively the “Obagi Entities”), and Skin Health Properties, Inc. (the “Marketer”), a California Corporation with an address at 270 North Canon Drive, Beverly Hills, CA 90210, on the other hand. The OMP Entities along with Dr. Obagi, Samar Obagi and the Trust are collectively referred to herein as the “Parties”).
