This License Agreement (the “Agreement”) is entered into as of April 18, 2007 between DermaVentures,
LLC an Illinois limited liability company with its principle place of business at 440 S. LaSalle St., Suite 3400,
Chicago, IL 60605 (“Licensee”) and Helix BioMedix, Inc., a Delaware corporation with its principle place of
business at 22118 20th Avenue SE, Suite 204, Bothell, WA 98021 (“Licensor”).
WHEREAS, Licensee was formed on December 21, 2006 for the purpose, without limitation, of marketing
and selling skin care products;
WHEREAS, RMS Group, LLC, an Illinois limited liability company (“ RMS ”) and Licensor are the sole
members of DermaVentures, LLC and are bound by the terms and conditions of that certain Operating
Agreement of DermaVentures, LLC dated as of January 31, 2007 (the “ DermaVentures LLC Agreement ”);
WHEREAS, Licensee, Licensor, and RMS are parties to a Management Services Agreement of even date
herewith (the “ Management Agreement ”) that specifies certain management services that Licensor will provide
and imposes certain terms and conditions on the parties thereto in connection with the operation and management
of Licensee under the DermaVentures LLC Agreement; and
WHEREAS, the parties wish to enter into this Agreement to provide for the license by Licensor to Licensee
of certain technology.
1. Certain Definitions .
1.1 An “Affiliate” of a party means an entity directly or indirectly controlling, controlled by or under
common control with that party, where control means the ownership or control, directly or indirectly, of more
than 50% of all of the voting power of the shares (or other securities or rights) entitled to vote for the election of
directors or other governing authority, as of the date of this Agreement or hereafter during the term of this
Agreement; provided that such entity shall be considered an Affiliate only for the time during which such control