Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

Dated June 24, 2014

by and between

HEDGEPATH PHARMACEUTICALS, INC.

and

MAYNE PHARMA VENTURES PTY LTD

TABLE OF CONTENTS

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into this 24 ^th day of June, 2014 (the “ Signing Date ”), by and between MAYNE PHARMA VENTURES PTY LTD , an Australian company ACN 168 896 357 (“ Mayne Pharma ”) and HEDGEPATH PHARMACEUTICALS , INC ., a Delaware corporation (“ HPPI ”).

RECITALS:

A. As of the date hereof, HPPI has Three Hundred Forty Million (340,000,000) authorized shares of Common Stock and Ten Million (10,000,000) authorized shares of Preferred Stock, of which Five Hundred Thousand (500,000) have been designated as Series A Convertible Preferred Stock.

B. 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 “ Supply Agreement ”).

C. Prior to the Signing Date, MPI assigned to Mayne Pharma, and Mayne Pharma assumed from MPI, the rights and obligations of MPI under the Supply Agreement.

D. Pursuant to the Supply Agreement, Mayne Pharma has the right to terminate the 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 ”).

E. The Supply Agreement further provides that HPPI is required to issue to Mayne Pharma certain shares of HPPI’s capital stock so that Mayne Pharma will 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.

F. On the terms and subject to the conditions set forth in this Agreement and in consideration for Mayne Pharma not exercising the Termination Right, HPPI agrees to issue to Mayne Pharma in a private placement 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 (the “ Preferred Shares ”) and a warrant to purchase Ten Million Two Hundred Fifty Thousand Five Hundred Sixty-Nine (10,250,569) shares of Common Stock, the substantial form of which is attached hereto as Annex A (the “ Make-Up Warrant ” and, together with the Preferred Shares, the “ Purchased Securities ”), and Mayne Pharma intends to purchase from HPPI the Purchased Securities.

G. Immediately following the Closing (as hereinafter defined), HPPI and HPLLC are entering in that certain Stock Purchase Agreement by and between HPPI and HPLLC, pursuant

to which, among other things, HPLLC is purchasing 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), payable as set forth therein (collectively, the “ HPLLC Equity Investment ”).

H. HPPI and Mayne Pharma expressly agree that the HPLLC Equity Investment shall satisfy the Termination Right.

I. Immediately following the closing of the HPLLC Equity Investment, HPPI is issuing to Mayne Pharma the Make-Up Warrant in order to satisfy Mayne Pharma’s antidilution rights under the Supply Agreement.

NOW, THEREFORE , in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HPPI and Mayne Pharma agree as follows:

ARTICLE I

SALE OF PURCHASED SECURITIES; CLOSING

1.1 Purchase . On the terms and subject to the conditions set forth in this Agreement and in consideration for Mayne Pharma not exercising the Termination Right, HPPI agrees to sell to Mayne Pharma, and Mayne Pharma agrees to purchase from HPPI, at the Closing, the Purchased Securities (the “ Purchase ”).

1.2 Closing .

(a) On the terms and subject to the conditions set forth in this Agreement, the closing of the Purchase and the transactions contemplated herein (the “ Closing ”) will take place on a date to be agreed upon by HPPI and Mayne Pharma; provided that all of the conditions set forth in Article IV have been fulfilled or waived. The Closing shall take place at the office of HPPI’s Counsel (or remotely via the exchange of electronic documents and signatures), or at such other place as HPPI and Mayne Pharma may mutually agree. The time and date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.

(b) Subject to the fulfillment or waiver of the conditions set forth in Section 4.2 hereof, (i) at the Closing, HPPI will deliver to Mayne Pharma the Preferred Shares, as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as hereinafter provided for, and (ii) immediately following the closing of the HPLLC Equity Investment, the Make-Up Warrant, bearing an appropriate legend as hereinafter provided for.

ARTICLE II

DEFINITIONS

2.1 Definitions . For all purposes of this Agreement, the following terms will have the following meanings:

“ AAA ” shall have the meaning ascribed to such term in Section 7.10 hererof.

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“ Action ” means an action, charge, claim, complaint, dispute, suit, arbitration, inquiry, notice of violation, investigation, or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced, threatened, legal, administrative or regulatory.

“ Affiliate ” or “ Affiliated ” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

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

“ Amended Supply Agreement ” shall have the meaning ascribed to such term in Section 4.1(p) hereof.

“ BHCA ” shall have the meaning ascribed to such term in Section 3.1(ll) hereof.

“ Board of Directors ” means the board of directors of HPPI.

“ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“ Closing ” shall have the meaning ascribed to such term in Section 1.2(a) hereof.

“ Closing Date ” shall have the meaning ascribed to such term in Section 1.2(a) hereof.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commission ” means the United States Securities and Exchange Commission.

“ Common Stock ” means the common stock of HPPI, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“ Common Stock Equivalents ” means any securities of HPPI or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Conversion Shares ” means the shares of Common Stock issuable upon the conversion, in whole or in part, of the Preferred Shares.

“ Disclosure Schedules ” shall have the meaning ascribed to such term in Section 3.1 hereof.

“ Disqualification Event ” shall have the meaning ascribed to such term in Section 3.1(nn) hereof.

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“ EIP ” means the HPPI 2014 Equity Incentive Plan.

“ Equity Holders Agreement ” shall have the meaning ascribed to such term in Section 4.1(g) hereof.

“ Evaluation Date ” shall have the meaning ascribed to such term in Section 3.1(r) hereof.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Federal Reserve ” shall have the meaning ascribed to such term in Section 3.1(ll) hereof.

“ GAAP ” shall have the meaning ascribed to such term in Section 3.1(h) hereof.

“ Governmental Authority(ies) ” means any foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, legislative body, government or self-regulatory organization, commission, court, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

“ HPLLC ” means Hedgepath, LLC, a Florida limited liability company.

“ HPLLC Equity Investment ” shall have the meaning ascribed to such term in the Recitals.

“ HPLLC Loans ” means those certain loans in the aggregate amount of Six Hundred Thirty-Nine Thousand Seven Hundred Sixty-Seven and 00/100 Dollars ($639,767) advanced by HPLLC to HPPI.

“ HPLLC Warrant ” means that certain warrant to purchase an aggregate of Ten Million Two Hundred Fifty Thousand Five Hundred Sixty-Nine (10,250,569) shares of Common Stock.

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

“ HPPI’s Counsel ” means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.

“ Indebtedness ” shall have the meaning ascribed to such term in Section 3.1(aa) hereof.

“ Intellectual Property Rights ” shall have the meaning ascribed to such term in Section 3.1(o) hereof.

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“ Issuer Covered Person(s) ” shall have the meaning ascribed to such term in Section 3.1(nn) hereof.

“ Liens ” means a lien, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“ Make-Up Warrant ” shall have the meaning ascribed to such term in the Recitals.

“ Make-Up Warrant Shares ” means the shares of Common Stock issuable upon exercise, in whole or in part, of the Make-Up Warrant.

“ Material Adverse Effect ” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of HPPI and the Subsidiaries, or (iii) a material adverse effect on HPPI’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document.

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

“ Mayne Pharma Party(ies) ” shall have the meaning ascribed to such term in Section 6.3 hereof.

“ Money Laundering Laws ” shall have the meaning ascribed to such term in Section 3.1(mm) hereof.

“ MPI ” shall have the meaning ascribed to such term in the Recitals.

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, Governmental Authority or other entity of any kind.

“ Pharmaceutical Product ” shall have the meaning ascribed to such term in Section 3.1(ii) hereof.

“ Preferred Shares ” shall have the meaning ascribed to such term in the Recitals.

“ Preferred Stock ” means the preferred stock of HPPI, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“ Purchase ” shall have the meaning ascribed to such term in Section 1.1 hereof.

“ Purchased Securities ” shall have the meaning ascribed to such term in the Recitals.

“ Registration Rights Agreement ”’ shall have the meaning ascribed to such term in Section 6.11 hereof.

“ Regulatory Permit ” shall have the meaning ascribed to such term in Section 3.1(m) hereof.

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“ Required Approvals ” shall have the meaning ascribed to such term in Section 3.1(e) hereof.

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such rule.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Series A Convertible Preferred Stock ” shall have the meaning ascribed to such term in Section 3.1(g)(i) .

“ Signing Date ” shall have the meaning ascribed to such term in the first paragraph of this Agreement.

“ Subsidiary(ies) ” means any subsidiary of HPPI as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect subsidiary of HPPI formed or acquired after the Signing Date.

“ Supply Agreement ” shall have the meaning ascribed to such term in the Recitals.

“ Termination Right ” shall have the meaning ascribed to such term in the Recitals.

“ Trading Day ” means a day on which the principal Trading Market is open for trading.

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).

“ Transaction Documents ” means this Agreement, the Make-Up Warrant, the Equity Holders Agreement, all exhibits, annexes, and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“ Transfer Agent ” means Computershare Trust Company, Inc., the current transfer agent of HPPI, with a mailing address of 350 Indiana Street, Suite 800, Golden, Colorado 80401 and a facsimile number of (201) 680-4665, and any successor transfer agent of HPPI.

“ Virca ” shall have the meaning ascribed to such term in Section 4.1(k) hereof.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of HPPI . Except as set forth in the Disclosure Schedules attached hereto as Annex B and deemed a part hereof (“ Disclosure Schedules ”), and except as disclosed in the SEC Reports, HPPI hereby represents and warrants to Mayne Pharma that each of the following representations and warranties (i) is true and correct as of the Signing Date (except as otherwise indicated), (ii) will be true and correct as of the Closing Date (except as otherwise indicated), and (iii) with respect to the Make-Up Warrant, will be true and correct as of the closing date of the HPLLC Equity Investment.

(a) Subsidiaries . All of the direct and indirect subsidiaries of HPPI are set forth on Schedule 3.1(a) . HPPI owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary (if any) free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If HPPI has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b) Organization and Qualification . HPPI and each of the Subsidiaries 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. Neither HPPI nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of HPPI and the Subsidiaries 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.

(c) Authorization, Enforcement . HPPI has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder (which includes the issuance of the Securities). The execution, delivery and performance of each of this Agreement and the other Transaction Documents by HPPI and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of HPPI and no further approval or authorization is required by HPPI, the Board of Directors or HPPI’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which HPPI is a party has been (or upon delivery will have been) duly executed by HPPI, and when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of HPPI enforceable against HPPI in accordance with their respective terms.

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(d) No Conflicts . The execution, delivery and performance by HPPI of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of any of the Securities, and the consummation by HPPI of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of HPPI’s or any Subsidiary’s 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 the properties or assets of HPPI or any Subsidiary, 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 (evidencing a debt of HPPI or a Subsidiary or otherwise) or other understanding to which HPPI or any Subsidiary is a party or by which any property or asset of HPPI or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, 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 HPPI or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of HPPI or a Subsidiary is bound or affected.

(e) Filings, Consents and Approvals . HPPI is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any Governmental Authority or other Person in connection with the execution, delivery and performance by HPPI of the Transaction Documents, other than: (i) the filings required pursuant to Section 6.2 of this Agreement and (ii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “ Required Approvals ”).

(f) Issuance of Securities .

(i) The Preferred Shares are duly authorized, and, when issued and delivered pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in the Transaction Documents. The Conversion Shares have been duly authorized and reserved for issuance upon conversion of the Preferred Shares and when so issued will be validly issued, fully paid and non-assessable, free and clear of all Liens other than restrictions on transfer provided for in the Transaction Documents. HPPI has no series or class of capital stock, whether or not issued or outstanding, that will, upon issuance of the Preferred Shares, rank senior to the Preferred Shares with respect to the payment of dividends or the distribution of assets in the event of any dissolution, liquidation or winding up of HPPI.

(ii) The Make-Up Warrant has been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of HPPI in accordance with its terms, and the Make-Up Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Make-Up Warrant and when so issued in accordance with the terms thereof will be validly issued, fully paid and non-assessable, free and clear of all Liens other than restrictions on transfer provided for in the Transaction Documents.

(iii) HPPI has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable upon the conversion of all of the Preferred Shares and the full exercise of the Make-Up Warrant.

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(g) Capitalization.

(i) The authorized capital stock of HPPI, as of the Signing Date and effective immediately prior to the Closing, consists of (i) Three Hundred Forty Million (340,000,000) shares of Common Stock, of which (A) Eighteen Million Eight Hundred Eighty-Eight Thousand Nine Hundred Seventy-One (18,888,971) shares are issued and outstanding and (B) no shares are held in treasury, and (ii) Ten Million (10,000,000) shares of Preferred Stock, of which (A) Five Hundred Thousand (500,000) shares are designated as “Series A Convertible Preferred Stock” (“ Series A Convertible Preferred Stock ”), One Hundred Seventy Thousand and 739/1000 (170,000.739) shares of which are issued and outstanding and (B) no shares are held in treasury. As of the Signing Date and effective immediately prior to the Closing, no shares of Common Stock or Preferred Stock are reserved for issuance, except for (1) Ten Million Two Hundred Fifty Thousand Five Hundred Sixty-Nine (10,250,569) shares of Common Stock reserved for issuance pursuant to the Make-Up Warrant, and (2) Ten Million Two Hundred Fifty Thousand Five Hundred Sixty-Nine (10,250,569) shares of Common Stock reserved for issuance pursuant to the HPLLC Warrant.

(ii) Schedule 3.1(g) sets forth the capitalization of HPPI immediately prior to the Closing, immediately following the Closing, and immediately following the consummation of the HPLLC Equity Investment, and, in each case, shall include (A) all issued and outstanding Common Stock, including, with respect to any restricted Common Stock, any vesting schedule and repurchase price; (B) all granted stock options, including any vesting schedule and exercise price; (C) all shares of Common Stock to be reserved for future award grants under the EIP; (D) each series and all shares of issued and outstanding Preferred Stock and shares of Common Stock issuable upon conversion of such shares of Preferred Stock; (E) all granted warrants or other stock purchase rights, if any; and (F) the number of shares of Common Stock owned beneficially, and of record, by Affiliates of HPPI.

(iii) HPPI has not issued any capital stock since its most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on the Disclosure Schedules, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock or Preferred Stock or any other securities of HPPI, or contracts, commitments, understandings or arrangements by which HPPI or any Subsidiary is or may become bound to issue additional shares of Common Stock, any Common Stock Equivalents or any other securities of HPPI. The issuance and sale of any of the Securities will not obligate HPPI to issue any shares of Common Stock or Preferred Stock or other securities of HPPI to any Person (other than Mayne Pharma) and will not result in a right of any holder of HPPI’s securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of HPPI are duly authorized, validly issued, fully paid and nonassessable,

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have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities (or is subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities).

(iv) No further approval or authorization of any stockholder, the Board of Directors or any other Person is required for the issuance and sale of any of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to HPPI’s capital stock to which HPPI is a party or, to the knowledge of HPPI, between or among any of HPPI’s stockholders.

(h) SEC Reports; Financial Statements . HPPI has, since August 12, 2013, filed all reports, schedules, forms, statements and other documents required to be filed by HPPI under the Securities Act and the Exchange Act, including pursuant to Section 13(a), 14(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ” and each an “ SEC Report ”), on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when they became effective or were filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of HPPI included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of HPPI and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material Changes; Undisclosed Events, Liabilities or Developments . Since August 12, 2013, except as specifically disclosed in a subsequent SEC Report filed at least three (3) Business Days prior to the date hereof: (i) there has been no event, liability, fact, circumstance, occurrence or development that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect, (ii) HPPI has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in HPPI’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) HPPI has not altered its method of accounting, (iv) HPPI has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) HPPI has not issued any equity securities to any officer, director or Affiliate. HPPI does not have pending before the Commission any request for confidential treatment of information. No

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event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to HPPI or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by HPPI under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

(j) Litigation . Except as described in Schedule 3.1(j) , there is no Action active, pending or, to the knowledge of HPPI, threatened against or affecting HPPI, any Subsidiary or Affiliate of HPPI or any of their respective properties before or by any arbitrator or Governmental Authority which, individually or in the aggregate, (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither HPPI nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of HPPI, there is not pending or contemplated, any investigation by the Commission involving HPPI or any current or former director or officer of HPPI. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by HPPI or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor Relations . No labor dispute exists or, to the knowledge of HPPI, is imminent with respect to any of the employees of HPPI, which could reasonably be expected to result in a Material Adverse Effect. None of HPPI’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with HPPI or such Subsidiary, and neither HPPI nor any of its Subsidiaries is a party to a collective bargaining agreement, and HPPI and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of HPPI, no executive officer of HPPI or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject HPPI or any of its Subsidiaries to any liability with respect to any of the foregoing matters. HPPI and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours.

(l) Compliance . Neither HPPI nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by HPPI or any Subsidiary under), nor has HPPI or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree, or order of any arbitrator or Governmental Authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any Governmental Authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters except, in the case of clauses (ii) and (iii) above, where the violation would not reasonably be expected to result in a Material Adverse Effect.

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(m) Regulatory Permits . HPPI and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate Governmental Authorities necessary to conduct their respective businesses as described in the SEC Reports (each a “ Regulatory Permit ”), and neither HPPI nor any Subsidiary has received any notice of Actions relating to the revocation or modification of any Regulatory Permit.

(n) Title to Assets . HPPI and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of HPPI and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by HPPI and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by HPPI and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which HPPI and the Subsidiaries are in compliance.

(o) Intellectual Property . Subject to the conditional use of the Intellectual Property Rights permitted by Mayne Pharma to HPPI pursuant to the Supply Agreement, HPPI and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights (collectively, the “ Intellectual Property Rights ”) as necessary or required for use in connection with their respective businesses. None of, and neither HPPI nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights of HPPI and the Subsidiaries has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither HPPI nor any Subsidiary has received, since August 12, 2013, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights of HPPI or any of the Subsidiaries violate or infringe upon the rights of any Person. To the knowledge of HPPI and subject to the conditional use of the Intellectual Property Rights permitted by Mayne Pharma to HPPI pursuant to the Supply Agreement, all Intellectual Property Rights of HPPI and the Subsidiaries are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights of HPPI and the Subsidiaries. HPPI and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.

(p) Insurance . HPPI and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which HPPI and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to Two Million ($2,000,000.00); provided , however that, upon approval by the Board of Directors, such coverage shall be increased to Five Million Dollars ($5,000,000) on or before September 30, 2014. Neither HPPI nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

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(q) Transactions With Affiliates and Employees . Except as set forth in the SEC Reports, none of the officer, directors or employees of HPPI or any Subsidiary is presently a party to any transaction with HPPI or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, other than for: (i) payment of reasonable salary or consulting fees for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of HPPI and (iii) other employee benefits, including stock option agreements under any stock option plan of HPPI.

(r) Sarbanes-Oxley; Internal Accounting Controls . HPPI and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. HPPI and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. HPPI and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for HPPI and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by HPPI in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. HPPI’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of HPPI and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “ Evaluation Date ”). HPPI presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of HPPI and its Subsidiaries that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of HPPI or its Subsidiaries.

(s) Certain Fees . No brokerage or finder’s fees or commissions are or will be payable by HPPI or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. Mayne Pharma shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(s) that may be due in connection with the transactions contemplated by the Transaction Documents.

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(t) Private Placement . Assuming the accuracy of Mayne Pharma’s representations and warranties set forth in Section 3.2 hereof, no registration under the Securities Act is required for the offer, sale or issuance of any of the Securities, by HPPI to Mayne Pharma as contemplated hereby. The offer, sale and issuance of any of the Securities hereunder, or otherwise, do not contravene the rules and regulations of the Trading Market.

(u) Investment Company . HPPI is not, and is not an Affiliate of, and immediately after the Purchase, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. HPPI shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(v) Registration Rights . No Person has any right to cause HPPI to effect the registration under the Securities Act of any securities of HPPI or any Subsidiary.

(w) Listing and Maintenance Requirements . The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and HPPI has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has HPPI received any notification that the Commission is contemplating terminating such registration. HPPI has not, since August 12, 2013, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that HPPI is not in compliance with the listing or maintenance requirements of such Trading Market. HPPI is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and HPPI is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(x) Application of Takeover Protections . HPPI and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under HPPI’s amended and restated certificate of incorporation (or similar charter documents) or the laws of the State of Delaware that is or could become applicable to Mayne Pharma as a result of Mayne Pharma and HPPI fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of HPPI’s issuance of the Securities and Mayne Pharma’s ownership of the Securities.

(y) Disclosure . All of the disclosures furnished by or on behalf of HPPI to Mayne Pharma regarding HPPI and HPPI’s Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules, and all of the representations and warranties of HPPI contained herein, are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to

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make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by HPPI during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. HPPI acknowledges and agrees that Mayne Pharma does not make or has not made any representations or warranties with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth in Section 3.2 hereof.

(z) No Integrated Offering . Assuming the accuracy of Mayne Pharma’s representations and warranties set forth in Section 3.2 hereof, neither HPPI, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Purchased Securities to be integrated with prior offerings by HPPI for purposes of the Securities Act which would require the registration of any such securities under the Securities Act.

(aa) Solvency . Based on the consolidated financial condition of HPPI as of the Closing Date, after giving effect to the HPLLC Equity Investment: (i) the fair saleable value of HPPI’s assets exceeds the amount that will be required to be paid on or in respect of HPPI’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) HPPI’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by HPPI, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of HPPI, together with the proceeds HPPI would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. HPPI does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). HPPI has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of HPPI or any Subsidiary, or for which HPPI or any Subsidiary has commitments. For the purposes of this Agreement, “ Indebtedness ” means (x) any liabilities for borrowed money or amounts owed in excess of Fifty Thousand and 00/100 Dollars ($50,000) (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in HPPI’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of Fifty Thousand and 00/100 Dollars ($50,000) due under leases required to be capitalized in accordance with GAAP. Neither HPPI nor any Subsidiary is in default with respect to any Indebtedness.

(bb) Tax Status . Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, HPPI and its

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Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of HPPI or of any Subsidiary know of no basis for any such claim.

(cc) No General Solicitation . Neither HPPI nor any Person acting on behalf of HPPI has offered or sold any of the Securities by any form of general solicitation or general advertising. HPPI has offered the Securities for sale or issuance only to Mayne Pharma.

(dd) Foreign Corrupt Practices. Neither HPPI nor any Subsidiary or, to the knowledge of HPPI or any Subsidiary, any agent or other Person acting on behalf of HPPI or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by HPPI or any Subsidiary (or made by any Person acting on its behalf of which HPPI is aware) which is in violation of any law or (iv) violated any provision of the FCPA.

(ee) Accountants . HPPI’s accounting firm is set forth on Schedule 3.1(ee) of the Disclosure Schedules. To the knowledge and belief of HPPI, such accounting firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in HPPI’s annual report for the fiscal year ending December 31, 2013.

(ff) No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by HPPI to arise, between HPPI and the accountants and lawyers formerly or presently employed by HPPI and HPPI is current with respect to any fees owed to its accountants and lawyers which could affect HPPI’s ability to perform any of its obligations under any of the Transaction Documents.

(gg) Acknowledgment Regarding Purchase of the Purchased Securities . HPPI acknowledges and agrees that Mayne Pharma is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. HPPI further acknowledges that Mayne Pharma is not acting as a financial advisor or fiduciary of HPPI (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by Mayne Pharma or any of its respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to Mayne Pharma’s purchase of the Purchased Securities. HPPI further represents to Mayne Pharma that HPPI’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by HPPI and its representatives.

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(hh) Regulation M Compliance.  HPPI has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of HPPI to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of HPPI.

(ii) FDA . As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“ FDA ”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“ FDCA ”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by HPPI or any of its Subsidiaries (each such product, a “ Pharmaceutical Product ”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by HPPI in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports. There is no pending, completed or, to HPPI’s knowledge, threatened, Action against HPPI or any of its Subsidiaries, and none of HPPI or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other Governmental Authority, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by HPPI or any of its Subsidiaries, (iv) enjoins production at any facility of HPPI or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with HPPI or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by HPPI or any of its Subsidiaries. The properties, business and operations of HPPI have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA. HPPI has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by HPPI nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by HPPI.

(jj) Office of Foreign Assets Control . Neither HPPI nor any Subsidiary nor, to HPPI’s knowledge, any director, officer, agent, employee or Affiliate of HPPI or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

(kk) U.S. Real Property Holding Corporation . HPPI is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Code, and HPPI shall so certify upon Mayne Pharma’s request.

(ll) Bank Holding Company Act . Neither HPPI nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “ BHCA ”) or to regulation by the Board of Governors of the Federal Reserve System (the “ Federal Reserve ”).

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Neither HPPI nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities, or twenty-five percent (25%) or more of the total equity, of a bank or any Person that is subject to the BHCA or to regulation by the Federal Reserve. Neither HPPI nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any Person that is subject to the BHCA or to regulation by the Federal Reserve.

(mm) Money Laundering . The operations of HPPI and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “ Money Laundering Laws ”), and no Action by or before any Governmental Authority or any arbitrator involving HPPI or any of its Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of HPPI or any Subsidiary, threatened.

(nn) No Disqualification Events . With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of HPPI, any of its predecessors, any Affiliated issuer, any director, executive officer, other officer of HPPI participating in the offering hereunder, any beneficial owner of twenty percent (20%) or more of HPPI’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with HPPI in any capacity at the time of sale (each, an “ Issuer Covered Person ” and, together, “ Issuer Covered Persons ”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (a “ Disqualification Event ”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). HPPI has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. HPPI has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to Mayne Pharma a copy of any disclosures provided thereunder.

(oo) Other Covered Persons . HPPI is not aware of any Person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any of the Securities.

(pp) Notice of Disqualification Events . HPPI will notify Mayne Pharma in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

(qq) HPLLC Equity Investment . HPPI has provided to Mayne Pharma the substantial form of each document to be executed in connection with the HPLLC Equity Investment. HPPI has made all necessary disclosures to HPLLC regarding this Agreement and the transactions contemplated hereby.

Mayne Pharma acknowledges and agrees that the representations contained in Section 3.1 hereof shall not modify, amend or affect HPPI’s right to rely on Mayne Pharma’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

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3.2 Representations and Warranties of Mayne Pharma . Mayne Pharma hereby represents and warrants to HPPI that each of the following representations and warranties is true and correct as of the Signing Date (except as otherwise indicated) and will be true and correct as of the Closing Date (except as otherwise indicated)

(a) Organization; Authority . Mayne Pharma is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full right, corporate power, and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution, delivery and performance of the Transaction Documents and performance by Mayne Pharma of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate action on the part of Mayne Pharma. Each Transaction Document to which it is a party has been duly executed by Mayne Pharma, and when delivered by Mayne Pharma in accordance with the terms hereof, will constitute the valid and legally binding obligation of Mayne Pharma, enforceable against it in accordance with its terms.

(b) Own Account . Mayne Pharma understands that the Purchased Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Purchased Securities as principal for its own account and not with a view to or for distributing or reselling the Purchased Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing the Purchased Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of the Purchased Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting Mayne Pharma’s right to sell the Purchased Securities in compliance with applicable federal and state securities laws).

(c) Status of Mayne Pharma . At the time Mayne Pharma was offered the Purchased Securities, it was, and as of the date hereof it is, and on each date on which it exercises the Make-Up Warrant or any part thereof or converts any of the Preferred Shares, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “ qualified institutional buyer ” as defined in Rule 144A(a) under the Securities Act.

(d) Experience of Mayne Pharma . Mayne Pharma, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Securities, and has so evaluated the merits and risks of such investment. Mayne Pharma understands and acknowledges that: (i) an investment in HPPI is subject to substantial risk due to the nature of HPPI’s business and (ii) Mayne Pharma is able to bear the economic risk of an investment in the Purchased Securities and, at the present time, is able to afford a complete loss of such investment.

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(e) No General Solicitation . Mayne Pharma is not purchasing the Purchased Securities as a result of any advertisement, article, notice or other communication regarding the Purchased Securities published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

(f) No Conflicts . The execution, delivery and performance by Mayne Pharma of this Agreement and the other Transaction Documents to which it is a party and the consummation by Mayne Pharma of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of Mayne Pharma’s organizational or charter documents or (ii) subject to the Required Approvals, 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 Mayne Pharma or its Affiliates is subject (including federal and state securities laws and regulations), or by which any property or asset of Mayne Pharma or its Affiliates are bound or affected.

(g) Disqualification Events . Neither Mayne Pharma nor any of its shareholders, members, managers, general or limited partners, directors, Affiliates or executive officers, are subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Mayne Pharma’s purchase of the Purchased Securities will not subject HPPI to any Disqualification Event.

(h) Litigation . There is no Action, pending or, to the knowledge of Mayne Pharma or its Affiliates, threatened against or affecting MPI, Mayne Pharma or any of their Affiliates or any of their respective properties which, individually or in the aggregate, (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Purchased Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect on MPI, Mayne Pharma or its Affiliates.

HPPI acknowledges and agrees that the representations contained in Section 3.2 hereof shall not modify, amend or affect Mayne Pharma’s right to rely on HPPI’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

ARTICLE IV

CONDITIONS TO CLOSING

4.1 Conditions to Mayne Pharma’s Obligations at the Closing . The obligation of Mayne Pharma to consummate the Closing is subject to the fulfillment (or waiver by Mayne Pharma) at or prior to the Closing of each of the following conditions:

(a) Representations and Warranties . The representations and warranties of HPPI contained in Section 3.1 hereof shall be true and correct in all respects as of the Closing (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such date).

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(b) Performance . HPPI shall have performed and complied with all covenants, agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by HPPI on or before the Closing.

(c) Material Adverse Effect . Since the Signing Date, no fact, circumstance, event, change, occurrence, condition or development shall have occurred that, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect.

(d) Compliance Certificate . The Chief Executive Officer and President of HPPI shall have duly executed and delivered to Mayne Pharma a certificate, dated as of the Closing Date, in form and substance satisfactory to Mayne Pharma, certifying to the fulfillment of the conditions set forth in subsections (a), (b), (c), (e), (f), (n) and (o) of this Section 4.1 .

(e) Qualifications . All authorizations, approvals, or permits, if any, of any Governmental Authority that are required to be made or obtained by HPPI in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and effective as of the Closing.

(f) Litigation; Illegality . None of the transactions contemplated hereby shall have been enjoined by any Governmental Authority, no Action challenging the transactions contemplated hereby shall have been threatened or instituted and no investigative or other demand shall have been made by any Governmental Authority, and no law shall have been enacted that prohibits, restrains, or makes illegal the consummation of the transactions contemplated hereby.

(g) Equity Holders Agreement . HPPI and the other respective parties thereto, other than Mayne Pharma, shall have duly executed and delivered to Mayne Pharma the Equity Holders Agreement, the substantial form of which is attached hereto as Annex C (the “ Equity Holders Agreement ”).

(h) Legal Opinion . HPPI shall have delivered to Mayne Pharma a legal opinion, from HPPI’s Counsel, dated as of the Closing Date, the substantial form of which shall be agreed to by HPPI’s Counsel and Mayne Pharma.

(i) Secretary’s Certificate . HPPI shall have delivered to Mayne Pharma a certificate executed by the Secretary of HPPI, in form and substance satisfactory to Mayne Pharma, together with (i) a certified copy of HPPI’s amended and restated certificate of incorporation in effect at the time of the Closing, (ii) HPPI’s bylaws in effect at the time of the Closing, (iii) certified resolutions of the Board of Directors authorizing the Transaction Documents and the transaction contemplated thereby, (iv) a good standing certificate with respect to HPPI from the Secretary of State of the State of Delaware, dated a recent date before the Closing, and (v) a certification as to the incumbency of the current officers of HPPI.

(j) [Intentionally Omitted] .

(k) Employment Agreement . HPPI and Nicholas J. Virca (“ Virca ”) shall have entered into an employment agreement and a confidentiality and intellectual property agreement, each in form and substance satisfactory to Mayne Pharma. In determining whether this condition is satisfied, the criteria set forth in Section 2 of Schedule 2 to the Supply Agreement shall apply.

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(l) Executive Chairman Agreement . HPPI and Frank E. O’Donnell, Jr. shall have entered into an executive chairman agreement and a confidentiality and intellectual property agreement, each in form and substance satisfactory to Mayne Pharma. In determining whether this condition is satisfied, the criteria set forth in Section 2 of Schedule 2 to the Supply Agreement shall apply.

(m) Reservation of Shares . HPPI shall have duly authorized and reserved for issuance the Conversion Shares and the Make-Up Warrant Shares.

(n) HPLLC Equity Investment . Other than the consummation of the Purchase, all of the conditions to the consummation of the HPLLC Equity Investment shall have been fulfilled, and each party to the HPLLC Equity Investment shall have an obligation to consummate the HPLLC Equity Investment immediately after the Closing.

(o) Debt Forgiveness Agreement. HPLLC and HPPI shall have executed a debt forgiveness agreement, the form and substance of which shall be agreed upon by Mayne Pharma, pursuant to which the HPLLC Loans are forgiven, and the HPLLC Warrant, Seventy-One Thousand Six Hundred Thirty-Five and 981/1,000 (71,635.981) shares of Series A Preferred Stock and Two Million Five Hundred Thirty Thousand Two Hundred Twenty-Seven (2,530,227) shares of Common Stock are issued.

(p) Amended and Restated Supply Agreement . HPPI shall have duly executed and delivered to Mayne Pharma the Amended and Restated Supply Agreement the substantial form of which is attached hereto as Annex D (the “ Amended Supply Agreement ”).

(q) Indemnification Agreement . HPPI and HPLLC shall have duly executed and delivered to Mayne Pharma the Indemnification Agreement the substantial form of which is attached hereto as Annex E .

4.2 Conditions to HPPI’s Obligations at the Closing . The obligation of HPPI to consummate the Closing is subject to the fulfillment (or waiver by HPPI) at or prior to the Closing of each of the following conditions:

(a) Representations and Warranties . The representations and warranties of Mayne Pharma contained in Section 3.2 hereof shall be true and correct in all respects as of the Closing (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such date).

(b) Performance . Mayne Pharma shall have performed and complied with all covenants, agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by Mayne Pharma on or before the Closing.

(c) Compliance Certificate . An officer of Mayne Pharma shall have duly executed and delivered to HPPI a certificate, dated as of the Closing Date, in form and substance satisfactory to HPPI, certifying to the fulfillment of the conditions set forth in subsections (a), (b) and (d) of this Section 4.2 .

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(d) Qualifications . All authorizations, approvals, or permits, if any, of any Governmental Authority that are required to be made or obtained by Mayne Pharma in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and effective as of the Closing.

(e) Equity Holders Agreement . Mayne Pharma shall have duly executed and delivered to HPPI the Equity Holders Agreement.

(f) HPLLC Equity Investment . Other than the consummation of the Purchase, all of the conditions to the consummation of the HPLLC Equity Investment shall have been fulfilled, and each party to the HPLLC Equity Investment shall have an obligation to consummate the HPLLC Equity Investment immediately after the Closing.

(g) Amended and Restated Supply Agreement . Mayne Pharma shall have duly executed and delivered to HPPI the Amended Supply Agreement.

ARTICLE V

COVENANTS

5.1 Commercially Reasonable Efforts . Subject to the terms and conditions of this Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as promptly as practicable and otherwise to enable consummation of the transactions contemplated hereby and shall use commercially reasonable efforts to cooperate with the other party to that end.

5.2 Certain Notifications Until Closing . From the Signing Date until the Closing Date, HPPI shall promptly notify Mayne Pharma of (i) any fact, event or circumstance of which HPPI is aware and which would be reasonably likely to cause any representation or warranty of HPPI contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of HPPI contained in this Agreement not to be complied with or satisfied in any material respect and (ii) any fact, circumstance, event, change, occurrence, condition or development of which HPPI is aware and which, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 5.2 shall not limit or affect any rights of or remedies available to Mayne Pharma.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.1 Transfer Restrictions .

(a) Mayne Pharma acknowledges and agrees that the Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer

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of the Securities other than pursuant to an effective registration statement or Rule 144 or to HPPI or to an Affiliate of Mayne Pharma, HPPI may require the transferor thereof to provide to HPPI an opinion of counsel selected by the transferor and reasonably acceptable to HPPI, the form and substance of which opinion shall be reasonably satisfactory to HPPI, to the effect that such transfer does not require registration of the Securities which are transferred by the transferor under the Securities Act. As a condition of any such transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of Mayne Pharma under this Agreement.

(b) Mayne Pharma agrees to the imprinting, so long as is required by this Section 6.1 , of a legend on any of the Securities in the following form:

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

(c) Certificates evidencing the Preferred Shares, the Conversion Shares and the Make-Up Warrant Shares shall not be required to contain any legend (including the legend set forth in Section 6.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act or (ii) following or in connection with any sale of the Preferred Shares, the Conversion Shares or the Make-Up Warrant Shares pursuant to Rule 144. HPPI shall cause (at HPPI’s cost) its counsel to issue a legal opinion to the Transfer Agent promptly after the occurrence of either of the foregoing if required by the Transfer Agent to effect the removal of the legend hereunder. Certificates for Securities subject to legend removal hereunder shall upon Mayne Pharma’s request be transmitted by the Transfer Agent to Mayne Pharma by crediting the account of Mayne Pharma’s prime broker with the Depository Trust Company System as directed by Mayne Pharma.

(d) Mayne Pharma agrees with HPPI that Mayne Pharma will sell the Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if any of the Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing the Securities as set forth in this Section 6.1 is predicated upon HPPI’s reliance upon this understanding.

6.2 Integration . HPPI shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be

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integrated with the offer or sale of any of the Securities in a manner that would require the registration under the Securities Act of the sale of any of the Securities or that would be integrated with the offer or sale of any of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

(a) Securities Laws Disclosure; Publicity . HPPI shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. HPPI and Mayne Pharma shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither HPPI nor Mayne Pharma shall issue any such press release nor otherwise make any such public statement without the prior consent of HPPI, with respect to any press release of Mayne Pharma, or without the prior consent of Mayne Pharma, with respect to any press release of HPPI, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law or any Trading Market, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

(b) Shareholder Rights Plan . No claim will be made or enforced by HPPI or, with the consent of HPPI, any other Person, that Mayne Pharma is an “acquiring person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by HPPI, or that Mayne Pharma could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving any of the Securities under the Transaction Documents or under any other agreement between HPPI and Mayne Pharma.

6.3 Indemnification of Mayne Pharma, Etc . Subject to the provisions of this Section 6.3 , HPPI will indemnify and hold Mayne Pharma and Mayne Pharma’s directors, officers, shareholders, members, partners, employees and agents (and any other Person with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) Mayne Pharma, and the directors, officers, shareholders, agents, members, partners or employees (and any other Person with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “ Mayne Pharma Party ” and collectively, the “ Mayne Pharma Parties ”) harmless from and against any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any Mayne Pharma Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by HPPI in this Agreement or in any other Transaction Document or (b) any Action instituted against the Mayne Pharma Parties in any capacity, or any of them or their respective Affiliates with respect to any of the transactions contemplated by the Transaction Documents (unless such Action is based upon a breach of such Mayne Pharma Party’s representations, warranties or covenants under the Transaction

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Documents or any violations by such Mayne Pharma Party of state or federal securities laws or any conduct by such Mayne Pharma Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any Action shall be brought against any Mayne Pharma Party in respect of which indemnity may be sought pursuant to this Agreement, such Mayne Pharma Party shall promptly notify HPPI in writing, and HPPI shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Mayne Pharma Party. Any such Mayne Pharma Party shall have the right to employ separate counsel in any such Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Mayne Pharma Party except to the extent that (i) the employment thereof has been specifically authorized by HPPI in writing, (ii) HPPI has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such Action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of HPPI and the position of such Mayne Pharma Party, in which case HPPI shall be responsible for the reasonable fees and expenses of no more than one such separate counsel of such Mayne Pharma Party. HPPI will not be liable to any Mayne Pharma Party under this Agreement (y) for any settlement by a Mayne Pharma Party effected without HPPI’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Mayne Pharma Party’s breach of any of the representations, warranties, covenants or agreements made by such Mayne Pharma Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 6.3 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Mayne Pharma Party against HPPI or others and any liabilities HPPI may be subject to pursuant to law

6.4 Reservation of Common Stock . From the Closing Date until the date on which all of the Preferred Shares shall have been converted and the Make-Up Warrant has been fully exercised, HPPI shall at all times have reserved for issuance, free of Liens, a sufficient number of shares of authorized and unissued Common Stock for the purpose of enabling HPPI to issue all of the Conversion Shares and the Make-Up Warrant Shares.

6.5 Listing of Common Stock . HPPI agrees, if HPPI applies to have the Common Stock traded on any Trading Market other than its current Trading Market, it will then include in such application all of the Conversion Shares and the Make-Up Warrant Shares, and will take such other action as is necessary to cause all of the Conversion Shares and the Make-Up Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. For so long as the Common Stock trades or is listed for quotation on a Trading Market, HPPI agrees to use its commercially reasonable efforts to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

6.6 Certain Transactions and Confidentiality . Mayne Pharma covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales of any of HPPI’s securities during the period commencing with the Signing

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Date and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 6.2 hereof. Mayne Pharma covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by HPPI pursuant to the initial press release as described in Section 6.2 hereof, Mayne Pharma will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, HPPI expressly acknowledges and agrees that (i) Mayne Pharma makes no representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of HPPI after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 6.2 hereof, (ii) Mayne Pharma shall not be restricted or prohibited from effecting any transactions in any securities of HPPI in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 6.2 hereof, and (iii) Mayne Pharma shall have no duty of confidentiality to HPPI or its Subsidiaries after the issuance of the initial press release as described in Section 6.2 hereof.

6.7 Acknowledgment of Dilution . HPPI acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. HPPI further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Conversion Shares and Make-Up Warrant Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim HPPI may have against Mayne Pharma and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of HPPI.

6.8 Equity Incentive Plan . HPPI covenants and agrees that, without the prior written consent of Mayne Pharma, the shares authorized to be purchased under the EIP shall not exceed 32,583,475 shares of Common Stock.

6.9 HPLLC Equity Investment . HPPI shall close the HPLLC Equity Investment immediately after the Closing and shall not amend the terms of the HPLLC Equity Investment in any respect.

6.10 Issuance of Make-Up Warrant . Immediately following the closing of the HPLLC Equity Investment, HPPI shall issue to Mayne Pharma the Make-Up Warrant.

6.11 Registration Rights . HPPI agrees to provide to Mayne Pharma the rights and privileges set forth in the Registration Rights Agreement, more specifically set forth in the form attached hereto as Annex F (the “ Registration Rights Agreement ”). Each of HPPI and Mayne Pharma agreed to be bound by the Registration Rights Agreement.

6.12 Stock Certificate(s) . Within three (3) Business Days after the Closing Date, HPPI shall have delivered to Mayne Pharma, or its designee, stock certificate(s), registered in the name of Mayne Pharma, representing the Preferred Shares.

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ARTICLE VII

MISCELLANEOUS

7.1 Termination .

(a) Notwithstanding anything in this Agreement to the contrary, this Agreement and the obligations of the parties hereunder may be terminated on or prior to the Closing as follows:

(i) by HPPI or Mayne Pharma if the Closing shall not have taken place within three (3) Business Days after the Signing Date or by such later date as shall be agreed upon by an appropriate amendment to this Agreement; provided that a party shall not have the right to terminate under this Section 7.1(a)(i) if the conditions precedent to such party’s obligation to close have been fully satisfied and such party has failed or refused to close after being requested in writing to close by the other party; or

(ii) by HPPI and Mayne Pharma upon their mutual written consent.

(iii) In the event of the termination of this Agreement as provided in Section 7.1(a) :

(iv) this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto, except that nothing herein shall relieve either party from liability for any breach of this Agreement by such party; and

(v) the Supply Agreement shall automatically terminate, without further action by any party hereto or thereto.

7.2 Fees and Expenses . Except as expressly set forth in the Transaction Documents, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. HPPI shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by HPPI and any exercise notice delivered by Mayne Pharma), stamp taxes and other taxes and duties levied in connection with the delivery of any of the Securities to Mayne Pharma.

7.3 Entire Agreement . This Agreement, together with the annexes, exhibits, and schedules hereto, and the other Transaction Documents, together with the annexes, exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

7.4 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at or prior to 5:30 p.m. (New York City time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile on

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a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second (2 ^nd ) Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

If to Mayne Pharma :

Mayne Pharma Ventures Pty Ltd

Level 14, 474 Flinders Street

Melbourne, Vic 3000

Australia

Attention: General Counsel

with a copy (which shall not constitute notice) to its counsel:

Miller & Martin PLLC

1180 West Peachtree Street, N.E., Suite 2100

Atlanta, Georgia 30309

Attention: A. Josef DeLisle, Esq.

Facsimile: (404) 962-6338

If to HPPI :

HedgePath Pharmaceuticals, Inc.

324 Hyde Park Avenue #350

Tampa, Florida 33606

Attention: Nicholas Jon Virca

Facsimile: (813) 258-6912

with a copy (which shall not constitute notice) to its counsel:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attention: Barry I. Grossman, Esq.

Facsimile: (212) 370-7889

7.5 Amendments; Waivers . No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the duly authorized representatives of HPPI and Mayne Pharma or, in the case of a waiver, by the duly authorized representative of the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

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7.6 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

7.7 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. HPPI may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Mayne Pharma. Mayne Pharma may assign any or all of its rights under this Agreement to any Person to whom Mayne Pharma assigns or transfers any of the Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to “Mayne Pharma.”

7.8 No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 6.3 hereof.

7.9 Governing Law . Each of the Transaction Documents and any dispute arising thereunder 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.

7.10 Arbitration of Claims . In the event of any Action, question or disagreement arising from or relating to any Transaction Document or the breach thereof, the parties hereto agree to settle such Action, question or disagreement 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 Actions, questions or disagreements between or among them are subject to the alternative dispute resolution procedures of this Section 7.10. 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 determination by the arbitrator regarding any Action, question or disagreement arising from or relating to this Agreement shall be final and binding upon the parties hereto and shall not be subject to further appeal.

7.11 Survival . The representations, warranties and covenants contained herein shall survive the Closing and the delivery of the Purchased Securities.

7.12 Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file,

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such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

7.13 Severability . If any term, provision, covenant or restriction of this Agreement or any of the Transaction Documents is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

7.14 Rescission and Withdrawal Right . Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever Mayne Pharma exercises a right, election, demand or option under a Transaction Document and HPPI does not timely perform its related obligations within the periods therein provided, then Mayne Pharma may rescind or withdraw, in its sole discretion from time to time upon written notice to HPPI, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an exercise of the Make-Up Warrant or any part thereof, Mayne Pharma shall be required to return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to Mayne Pharma of the aggregate exercise price paid to HPPI for such shares and the restoration of Mayne Pharma’s right to acquire such shares pursuant to the Make-Up Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

7.15 Replacement of Securities . If any certificate or instrument evidencing any of the Securities is mutilated, lost, stolen or destroyed, HPPI shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to HPPI of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement securities.

7.16 Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of Mayne Pharma and HPPI will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

7.17 Payment Set Aside . To the extent that HPPI makes a payment or payments to Mayne Pharma pursuant to any Transaction Document or Mayne Pharma enforces or exercises

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its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to HPPI, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

7.18 Saturdays, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

7.19 Construction . The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. When a reference is made in this Agreement to “Recitals”, “Articles”, “Sections” or “Annexes”, such reference shall be to a Recital, Article or Section of, or Annex to, this Agreement unless otherwise indicated. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. References to “herein”, “hereof”, “hereunder” and the like refer to this Agreement as a whole and not to any particular section or provision, unless the context requires otherwise. All references to “$” or “dollars” mean the lawful currency of the United States of America. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

7.20 WAIVER OF JURY TRIAL . IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

[Remainder of page intentionally left blank.

Signature page immediately follows.]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Signature Page to Securities Purchase Agreement

Exhibit 10.2

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 24, 2014, is made and entered into by and between HedgePath Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and Hedgepath, LLC, a Florida limited liability company (the “ Purchaser ”).

WHEREAS , the Company desires to raise capital in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) via a private placement finance through the issuance of Twenty Million (20,000,000) shares (the “ Purchased Shares ”) of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”); and

WHEREAS , the Purchaser wishes to purchase the Purchased Shares from the Company on the terms and conditions set forth in this Agreement.

NOW THEREFORE , in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Defined Terms . The following capitalized terms used in this Agreement shall have the following meanings:

(a) “ Business Day ” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are required by law or otherwise to be closed for business.

(b) “ Governmental Authority ” means any foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, legislative body, government or self-regulatory organization, commission, court, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

(c) “ Note Term ” means the period beginning on the date hereof and ending on December 31, 2014.

(d) “ Proceeding ” means an action, claim, suit, investigation or proceeding, including, without limitation, an informal investigation or partial proceeding, such as a deposition, whether commenced or threatened.

(e) “ Purchaser Note ” means that certain promissory note, the substantial form of which is attached hereto as Exhibit A .

2. Purchase and Sale of Purchased Shares.

(a) Subject to the terms and conditions of this Agreement, the Purchaser irrevocably and unconditionally agrees and undertakes to purchase, and the Company agrees to sell and issue to the Purchaser, all of the Purchased Shares. The per share purchase price of the Purchased Shares is $0.0.075 per share, and the aggregate purchase price for the Purchased Shares is One Million Five Hundred Thousand Dollars ($1,500,000) (the “ Investment Amount ”), which is payable to the Company as provided for herein.

(b) The payment of One Hundred Twenty-Five Thousand Dollars ($125,000) made by the Purchaser to the Company on June 4, 2014 shall be deemed a partial funding of the Investment Amount.

(c) An additional portion of the Investment Amount, in the amount of One Hundred Twenty-Five Thousand Dollars ($125,000) (the “ Closing Payment ”), shall be funded to the Company as of the date hereof.

(d) The remaining portion of the Investment Amount, in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), shall be funded to the Company pursuant to the terms and conditions of the Purchaser Note during the Note Term.

3. Use of Proceeds. The parties acknowledge and agree that the Investment Amount will be used for (a) the funding of clinical programs for SUBA Intraconazole for the treatment of Gorlin’s Syndrome and (b) general operating costs for management and expenses associated with the Company, including, without limitation, the filing of a registration statement for a contemplated public offering by the Company.

4. Deliveries. As of the date hereof:

(a) the Purchaser shall deliver to the Company, by wire transfer of immediately available funds to a bank account designated by the Company, all payments due hereunder;

(b) the Purchaser shall deliver to the Company the Purchaser Note, duly executed by the Purchaser; and

(c) the Company shall issue and deliver to the Purchaser a stock certificate representing the Purchased Shares.

5. Representations and Warranties.

(a) Mutual Representations . Each of the Purchaser and the Company represents and warrants to each other that each of the following representations and warranties is true and correct with respect to itself as of the date of this Agreement:

(i) 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 or organization, bylaws, operating agreement, 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

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case may be, could not have or reasonably be expected to result in a material adverse effect, and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(ii) It has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement (and the Purchaser Note, in the case of the Purchaser) and otherwise to carry out its obligations hereunder (and thereunder, in the case of the Purchaser). Its execution, delivery and performance of this Agreement (and the Purchaser Note, in the case of the Purchaser) and the consummation by it of the transactions contemplated hereby (and thereby, in the case of the Purchaser) 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 (or therewith, in the case of the Purchaser). It has duly executed this Agreement (and the Purchaser Note, in the case of the Purchaser), and this Agreement (and the Purchaser Note, in the case of the Purchaser) will constitute a valid and binding obligation enforceable against itself in accordance with its respective terms.

(iii) Its execution, delivery and performance of this Agreement (and the Purchaser Note, in the case of the Purchaser) does not and will not, and its consummation of the transactions contemplated hereby (and thereby, in the case of the Purchaser) do not and will not: (i) conflict with or violate any provision of its certificate or articles of incorporation or organization, bylaws, operating agreement, 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, charge pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction upon any of its (or any of its subsidiaries’) 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 (or any of its subsidiaries) is a party or by which any of its (or any of its subsidiaries’) properties or assets is bound or affected, or (iii) conflict with or result in a violation of any law, statute, rule, regulation, order, judgment, injunction, decree or other restriction of any Governmental Authority (as defined below) to which it (or any of its subsidiaries) is subject (including federal and state securities laws and regulations), or by which any of its (or any of its subsidiaries’) properties or assets is bound or affected.

(iv) There are no Proceedings pending against its assets before any Governmental Authority (nor, to its knowledge, is there any threat thereof) which would impair in any way its ability to enter into and fully perform its commitments and obligations under this Agreement (or the Purchaser Note, in the case of the Purchaser) or the transactions contemplated hereby (or thereby, in the case of the Purchaser).

(b) Representations and Warranties of the Company . The Company represents and warrants to the Purchaser that each of the following representations and warranties is true and correct with respect to the Company as of the date of this Agreement:

(i) The Purchased Shares are duly authorized, validly issued in compliance with applicable law, fully paid and non-assessable, and free and clear of any liens,

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rights, or any other restriction, except for restrictions made in accordance with this Agreement, the certificate of incorporation of the Company, as amended or amended and restated, and applicable law.

(ii) The Company has obtained all material approvals required by any Governmental Authority to carry on its business as now being conducted. Each of such approvals is in full force and effect and the Company is in compliance in all material respects with the terms and conditions of such approvals, and is also in compliance in all material respects with all other provisions of any applicable law, rule or regulation.

(c) Representations and Warranties of the Purchaser . The Purchaser represents and warrants to the Company that each of the following representations and warranties is true and correct with respect to the Purchaser as of the date of this Agreement:

(i) The Purchaser acknowledges and understands that the Company is a start-up venture with very limited current capital resources and that, therefore, an investment in the Company involves a very high degree of risk and should not be undertaken if the Purchaser cannot afford to lose the Purchaser’s entire investment in the Company.

(ii) The Purchaser acknowledges that, prior to the execution of this Agreement, the Purchaser has had the opportunity to ask questions of, and receive answers or obtain additional information from, a representative of the Company concerning the financial and other affairs of the Company, the Company’s business plans and the terms and conditions of this Agreement and, to the extent the Purchaser believes necessary in light of its knowledge of the Company’s affairs, has asked such questions and received answers satisfactory to them.

(iii) The Purchaser acknowledges and confirms that: (i) the Purchaser can bear the economic risk of the purchase of the Purchased Shares, including a total loss of the Investment Amount and (ii) the Purchaser’s investment in the Company is reasonable in relation to Purchaser’s net worth and financial needs.

(iv) The Purchaser is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the “ Act ”), and has such knowledge and experience in financial and business matters that such Purchaser is capable of evaluating the merits and risks of Purchaser’s investment in the Purchased Shares, of making an informed investment decision with respect thereto, and has the ability and capacity to protect Purchaser’s interests.

(v) The Purchaser represents that the Purchased Shares are being purchased solely for investment purposes, for Purchaser’s own account, and not as nominee or agent for any third party person or entity and without any present intention to sell or distribute all or any part of the Purchased Shares. The Purchaser has not been formed for the specific purpose of acquiring the Purchased Shares.

(vi) The Purchaser has carefully considered and has discussed with the Purchaser’s legal, tax, accounting and financial advisors, to the extent the Purchaser has deemed necessary, the suitability of an investment in the Purchased Shares and the Purchaser’s participation in the transactions contemplated by this Agreement for the Purchaser’s particular

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federal, state, local and foreign tax and financial situation and has independently determined that an investment in the Purchased Shares and participation in the transactions contemplated by this Agreement are suitable for the Purchaser. The Purchaser has relied solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of an investment in the Purchased Shares or the transactions contemplated by this Agreement.

(vii) The Purchaser understands that the Purchased Shares are “restricted securities” and as a result, the Purchaser acknowledges that the Purchased Shares and any component thereof must be held indefinitely unless subsequently registered under the Act or unless an exemption from such registration is available.

(viii) The Purchaser represents that the Purchaser is not subscribing for the Purchased Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting or any public announcement or filing of or by the Company or any of the Company’s affiliates, agents or representatives.

(ix) The Purchaser understands that the certificate for the Purchased Shares issued hereunder, and any certificate issued hereafter evidencing any of the Purchased Shares, shall bear customary restrictive legends.

6. Confidentiality . Except as required by law, rule or regulation, the Company and the Purchaser shall keep the terms and conditions of this Agreement and the transactions contemplated hereby as strictly confidential.

7. Indemnification . The Company and the Purchaser (in this context, each an “ Indemnifying Party ”) will indemnify, defend and hold harmless the other party, and each of its affiliates, directors, officers, stockholders, members, managers, attorneys, accountants, agents and employees, and each of their respective heirs, beneficiaries, successors and assigns (in this context, each an “ Indemnified Party ”), from, against and in respect of all losses, damages, liabilities and expenses (including reasonable legal fees and costs) imposed on, sustained, incurred or suffered by or asserted against any Indemnified Party, directly or indirectly relating to or arising out of any of the following: (i) any fact or circumstance that constitutes a breach of any representation or warranty of the Indemnifying Party contained herein; and (ii) any act or omission that constitutes a breach of any covenant or agreement of the Indemnifying Party contained herein or in the other documents contemplated hereby (including, without limitation, the Purchaser Note).

8. Limitation of Liability . The sole and exclusive liability of the Company and its affiliates, directors, officers, stockholders, attorneys, accountants, agents, and employees, and each of their respective heirs, beneficiaries, successors and assigns, under this Agreement or any other document contemplated hereby (including, without limitation, the Purchaser Note), including, without limitation, towards the Purchaser and its affiliates, directors, officers, members, managers, attorneys, accountants, agents, and employees, and each of their respective heirs, beneficiaries, successors and assigns, shall be limited to the portion of the Investment Amount received by the Company from the Purchaser.

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9. Miscellaneous .

(a) Further Assurances . Each party hereto, at the reasonable request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

(b) Headings . The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

(c) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(d) No Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

(e) Entire Agreement . This Agreement together with the documents referred to herein embodies the entire agreement between the parties and supersedes all other agreements or understandings between the parties in connection to the subject matters hereof and thereof.

(f) No Strict Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(g) Amendments and Waivers . This Agreement may be amended or modified only by a written instrument executed by the Company and the Purchaser. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by the party against whom enforcement of any such waived provision is sought. No waiver of any breach or default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent breach, default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

(h) Severability . In the event that any of the provisions of this Agreement shall be held by a court or other body of competent jurisdiction, to be unenforceable, the remaining portions of this Agreement shall remain in full force and effect, and the parties agree that in such case they shall negotiate, in good faith, a substitute, enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.

(i) Governing Law; Venue; Waiver of Jury Trial . All questions concerning the construction, validity, enforcement and interpretation of this Agreement, the Purchaser Note or the transactions contemplated hereby shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether

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of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Hillsborough County, Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, THE PURCHASER NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

(j) Notices . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) one Business day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same; or (iv) three Business days after deposit with registered U.S. mail . The addresses and facsimile numbers for such communications shall be: (A) if to the Company, HedgePath Pharmaceuticals, Inc., 324 Hyde Park Avenue, Suite 350, Tampa, Florida 33606, Fax Number: 813.527.0500, Email: nvirca@hedgepathpharma.com, Attention: Chief Executive Officer, and (B) if to the Purchaser, Hedgepath, LLC, 324 Hyde Park Avenue, Suite 350, Tampa, Florida 33606, Fax Number: 813.527.0500, Email: feomdjr@gmail.com, Attention: Manager, or in each case, to such other address and/or facsimile number as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change.

(k) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the party actually executing such counterpart, and all of which together shall constitute one and the same instrument. Such counterparts may be delivered by facsimile or e-mail/.pdf transmission, which shall constitute valid delivery thereof.

[Remainder of page intentionally left blank.

Signature page immediately follows.]

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IN WITNESS WHEREOF , each of the Purchaser and the Company has caused its respective signature page to this Agreement to be duly executed as of the date first written above.

A-1

Exhibit 10.3

PROMISSORY NOTE

This PROMISSORY NOTE (this “ Note ”) is being issued and delivered pursuant to the terms of that certain Stock Purchase Agreement, dated June 24, 2014 (the “ Purchase Agreement ”), by and between the Maker (as defined below) and the Payee (as defined below). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

FOR VALUE RECEIVED , Hedgepath, LLC, a Florida limited liability company (the “ Maker ”), and its successors and assigns promise to pay to the order of HedgePath Pharmaceuticals, Inc., a Delaware corporation (together with its successors and assigns, collectively, the “ Payee ”), the principal sum of One Million Two Hundred Fifty Thousand Dollars ( $1,250,000 ) (“ Principal ”) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made on the respective dates on which they are due by wire transfer of immediately available funds to such account as the Payee may from time to time designate.

1. Definitions . The following capitalized terms used in this Note shall have the following meanings:

(a) “ Advance ” means the portion of Principal requested by the Payee, in its sole discretion, in an Advance Notice.

(b) “ Advance Date ” means the date that the Maker is required to make and deliver to the Payee an Advance, which date shall in no event be more than five (5) Business Days following the delivery to the Maker of the Advance Notice pursuant to which the Payee is requesting such Advance.

(c) “ Advance Notice ” means a written notice delivered by the Payee to the Maker setting forth (i) the Advance that the Payee is requesting from the Maker and (ii) the Advance Date with respect to such Advance.

(d) “ Business Day ” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are required by law or otherwise to be closed for business.

(e) “ Note Term ” means the period beginning on the date hereof and ending on December 31, 2014.

2. Payments .

(a) Commencing on June 30, 2014 and ending on December 31, 2014, unless the Principal is sooner paid in full pursuant to Section 2(b) hereof, the Maker shall make monthly payments of Principal in accordance with the amortization schedule set forth on Schedule A attached hereto. Except as set forth in Section 2(c) hereof, all accrued interest hereunder, together with any other costs or expenses of the Payee incurred in connection with this Note, shall be due and payable on the last monthly payment date set forth on Schedule A .

(b) In addition to the monthly payments of Principal provided on Schedule A , during the Note Term, the Payee shall have the right, from time to time and in its sole discretion, to request an Advance by the delivery of an Advance Notice to the Maker, which Advance shall be delivered and paid by the Maker to the Payee on or prior to the Advance Date associated with such Advance. Advances made hereunder shall be applied against and reduce the monthly payments of Principal set forth on Schedule A , starting with the last such monthly payment of Principal and continuing with the other monthly payments of Principal in reverse chronological order. Each Advance Notice shall be deemed delivered to the Maker (i) on the Business Day it is received by facsimile or email by the Maker if such Advance Notice is received prior to 5:00 p.m. Eastern Time on such Business Day or (ii) on the immediately succeeding Business Day if such Advance Notice is received by facsimile or email by the Maker (A) after 5:00 p.m. Eastern Time on a Business Day or (B) at any time on a day which is not a Business Day

(c) Notwithstanding anything to the contrary contained herein, following the occurrence of an Event of Default, all payments made by the Maker hereunder shall be applied first to payment in full of any costs or expenses incurred by the Payee in connection with the enforcement of, or the exercise of any remedy under, this Note, including, without limitation, reasonable attorney’s fees, then to the payment in full of any accrued interest hereunder, and finally to the reduction of the unpaid portion of the Principal, starting with the last monthly payment of Principal set forth on Schedule A and continuing with the other monthly payments of Principal set forth on Schedule A in reverse chronological order.

3. Default Interest Rate . Upon the occurrence of an Event of Default (as defined below) and until such Event of Default is cured, interest shall accrue on the unpaid portion of the Principal at an interest rate equal to eighteen percent (18%) per annum.

4. Events of Default . The following shall constitute events of default under this Note (each, an “ Event of Default ”):

(a) Failure to Make Required Payments . Failure by the Maker to make any payment of Principal or any Advance when due under this Note.

(b) Voluntary Bankruptcy, etc. The commencement by the Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended (the “ Bankruptcy Code ”), or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by the Maker to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of the Maker’s property, or the making by the Maker of any assignment for the benefit of creditors, or the failure of the Maker generally to pay debts as such debts become due, or the taking of action by the Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar

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law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of the Maker’s property and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

5. Remedies .

(a) Upon the occurrence of an Event of Default, the Payee shall have, in additional to any other rights and remedies granted to it under applicable law, the right at its election and as full liquidated damages to declare by written notice to the Maker, that some or all of the Purchased Shares shall be forfeited by the Maker to the Payee (the “ Forfeiture Notice ”). All rights and remedies of the Payee shall be cumulative and not exclusive. The Maker shall pay to the Payee on demand all costs, expenses, and charges of the Payee in connection with the enforcement of, or the exercise of any remedy under, this Note, including, without limitation, reasonable attorney’s fees.

(b) Notwithstanding anything to the contrary contained herein (including, without limitation, Sections 5(a) and 7 hereof), if the Payee makes the election to declare the forfeiture of some or all of the Purchased Shares as described in Section 5(a) hereof, the Payee shall be deemed to have waived and released any and all claims it may have for (i) the balance of the amounts remaining due and payable under this Note and (ii) any additional damages it may have suffered as a result of the Event of Default giving rise to such forfeiture election. The Maker agrees that upon receipt of the Forfeiture Notice, it shall, without payment or additional consideration, within two (2) Business Days after receipt of the Forfeiture Notice, deliver to the Payee any and all stock certificates in the Maker’s possession or control evidencing the Purchased Shares elected to be forfeited duly endorsed for transfer back to the Payee or accompanied by an executed stock power for transfer back to the Payee. The Purchased Shares elected to be forfeited shall be transferred back to the Payee free and clear of all liens, security interests, encumbrances or claims of any nature. The Maker further agrees that upon the Payee’s delivery of the Forfeiture Notice, the Payee shall be entitled to transfer, and the Maker hereby directs the Payee to transfer, on its stock ledger back to the Payee the Purchased Shares elected to be forfeited. The parties hereby (i) acknowledge and agree that in light of the fact that the purpose of the Maker’s purchase of the Purchased Shares is to provide funding to the Payee to keep in full force and effect that certain Supply and License Agreement, dated September 3, 2013, as subsequently amended, by and between Mayne Pharma and the Payee, and to continue the Payee’s development of its products in order to seek additional funding from other sources, it would be difficult or impossible to accurately and precisely ascertain the actual damages suffered by the Payee as a result of any Event of Default, and (ii) agree that the forfeiture by the Maker of some or all of the Purchased Shares, together with the forfeiture of any HPLLC At Risk Shares (as defined in that certain Equity Holders Agreement, dated on or about the date hereof, by and among Maker, Payee, Mayne Pharma Ventures Pty Ltd, and others) as provided in the Equity Holders Agreement, is a reasonable pre-estimate of the probable damages and loss suffered by the Payee upon the occurrence of an Event of Default. The Purchased Shares forfeited to the Payee under this Section 5(b) shall be cancelled on the books and records of the Payee.

(c) If the Maker fails to deliver to the Payee the certificates or other instruments described in Section 5(b) hereof, the officers of the Payee, or any of them, are each hereby appointed as attorney-in-fact for the Maker for the purpose of complying with Section

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5(b) hereof, including transferring the Purchased Shares elected to be forfeited and delivering any of the aforesaid certificates or other instruments to the Payee, whereupon the Maker’s rights with respect to the Purchased Shares elected to be forfeited shall cease. Such officers of the Payee shall incur no liability for such actions described in this Section 5(c). This appointment of the officers as attorney-in-fact is coupled with an interest and such appointment is irrevocable.

6. Waivers . The Maker hereby waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

7. Unconditional Liability . The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other person or entity, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

8. Notices . Any notice called for hereunder shall be deemed properly given pursuant to the terms of Section 9(j) of the Purchase Agreement.

9. Construction . All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

10. Severability . Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11. Maximum Interest . Notwithstanding anything in this Note to the contrary, in no event or contingency shall the amount or rate of interest due and payable under this Note exceed the maximum amount or rate of interest permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Payee in excess of the maximum lawful amount, then the interest payable to the Payee shall be reduced to the

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maximum amount permitted under applicable law; and if from any circumstance the Payee shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, then an amount equal to any excessive interest shall be applied to the reduction of the unpaid portion of the Principal or, if such excessive interest exceeds the unpaid portion of the Principal, such excess shall be refunded to the Maker. All interest (including all charges, fees or other amounts deemed to be interest) paid or agreed to be paid to the Payee shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the Principal (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law.

12. Successors and Assigns . The rights and obligations of the Payee and the Maker under this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the Payee and the Maker; provided , however , that the Maker may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Payee. The Payee may at any time sell, assign, grant participations in, or otherwise transfer to any person or entity all or part of the rights or obligations of the Maker under this Note.

13. Miscellaneous . Time is of the essence of this Note. The terms and conditions of this Note may not be amended, waived or modified except in a writing signed by the Payee expressly stating that the writing constitutes an amendment, waiver, or modification of the terms of this Note. Any reference to the Payee shall include any holder of this Note and any holder shall succeed to the Payee’s rights. Headings in this Note are for convenience of reference only and are not part of the substance hereof.

[ Remainder of page intentionally left blank .

Signature page immediately follows .]

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IN WITNESS WHEREOF , the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by an authorized officer the day and year first above written.

Exhibit 10.4

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

HEDGEPATH PHARMACEUTICALS, INC.

EQUITY HOLDERS AGREEMENT

Dated As of June 24, 2014

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

HEDGEPATH PHARMACEUTICALS, INC.

EQUITY HOLDERS AGREEMENT

This EQUITY HOLDERS AGREEMENT (this “ Agreement ”) is made and entered into as of the 24th day of June, 2014 (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 MPI have heretofore entered into the Supply and License Agreement; and

WHEREAS , prior to the Effective Date, MPI assigned to Mayne Pharma, and Mayne Pharma assumed from MPI, the rights and obligations under the Supply and License Agreement; and

WHEREAS, pursuant to the Supply and License Agreement, Mayne Pharma has the right to terminate the Supply and License Agreement if HPPI does not obtain equity funding of at least $5,000,000 (the “ Funding Requirement ”), or lesser amount as agreed to by the parties, on or before May 30, 2014 (the “ Termination Right ”); and

WHEREAS , the Supply and License Agreement further provides that HPPI is required to issue to Mayne Pharma certain shares of HPPI’s capital stock so that Mayne Pharma will hold at least thirty percent (30%) of the capital stock of HPPI on a Fully Diluted basis after the consummation of certain transactions as contemplated therein; and

WHEREAS, the Supply and License Agreement further provides that upon such additional funding, in connection with the closing of the Mayne Pharma Purchase Agreement and in consideration for Mayne Pharma not exercising the Termination Right, the parties hereto shall enter into certain agreements regarding the right to acquire Equity Securities, the disposition of Equity Securities and the governance of HPPI; and

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WHEREAS , on or about a date even herewith, Mayne Pharma and HPPI agreed to reduce the Funding Requirement to an amount equal to $1,500,000 (the “ Agreed Reduction ”); and

WHEREAS, in connection with the transactions contemplated by the Supply and License Agreement, including the Mayne Pharma Purchase Agreement, HPPI shall sell $1,500,000 in Common Stock to HPLLC pursuant to the HPLLC Stock Purchase Agreement; and

WHEREAS, FEO and Virca acknowledge and agree that they have received substantial benefit from the Supply and License Agreement, Mayne Pharma not exercising the Termination Right, the Agreed Reduction and the transactions contemplated thereby; and

WHEREAS, FEO and Virca further acknowledge and agree that they shall receive substantial benefit from the investment by HPLLC into HPPI because of their positions at HPPI and the Equity Securities they own and shall own, directly and indirectly, in HPPI; and

WHEREAS, HPLLC acknowledges and agrees that it has received substantial benefit from the Supply and License Agreement, Mayne Pharma not exercising the Termination Right, the Agreed Reduction and the transactions contemplated thereby; and

WHEREAS, HPLLC further acknowledges and agrees that it shall receive substantial benefit because of the Equity Securities it owns and shall own, directly and indirectly, in HPPI; and

WHEREAS, the parties hereto agree to enter this Agreement in order to implement the provisions and requirements of the Supply and License Agreement.

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

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

(a) “ 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.

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

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(c) “ 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 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, Virca and FEO shall be deemed to be Affiliates of HPLLC.

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

(e) “ Business Day ” means:

(i) for receiving a notice under Section 11.1 , 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.

(f) “ Bylaws ” shall mean the bylaws of HPPI, adopted effective as of July 30, 2013, as may be amended from time to time.

(g) “ Certificate of Designation ” shall mean the Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock of HPPI, filed September 9, 2013, with the Secretary of State of Delaware.

(h) “ Certificate of Incorporation ” shall mean HPPI’s Certificate of Incorporation, as amended.

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

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

(k) “ 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 a date even herewith, or any extension, amendment or renewal thereof.

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(l) “ Conversion Shares ” shall mean any shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock.

(m) “ Debt Forgiveness Agreement ” shall mean that certain Debt Forgiveness Agreement, by and between HPPI and HPLLC, dated on or about a date even herewith.

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

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

(p) “ 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.

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

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

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

(t) “ FDA ” shall mean the United States Food and Drug Administration.

(u) “ FEO Executive Chairman Agreement ” means that certain Executive Chairman Agreement executed by and between FEO and HPPI on or about a date even herewith, or any extension, amendment or renewal thereof.

(v) “ FEO Indirect Share ” means, as of the Effective Date, any share of Common Stock and Series A Preferred 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 or Series A Preferred Stock to FEO, then such Common Stock and Series A Preferred Stock, as the case may be, that has actually been distributed or Transferred shall cease being a FEO Indirect Share.

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

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(x) “ 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.

(y) “ Fundamental Transaction ” means (A) that HPPI shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not HPPI is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of HPPI to one or more Persons, or (iii) make, or allow one 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) 50% of the outstanding shares of Common Stock, (y) 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 50% of the outstanding shares of Common Stock, or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more Persons whereby all such Persons, individually or in the aggregate, acquire, either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 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 50% of the outstanding shares of Common Stock, or (v) 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, (B) 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 (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock, (y) at least 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 (z) a percentage of

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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 (C) 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.

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

(aa) “ HPLLC Promissory Note ” shall mean that certain Promissory Note granted by HPLLC to HPPI in partial consideration for the purchase of the Common Stock pursuant to the HPLLC Stock Purchase Agreement.

(bb) “ HPLLC At Risk Shares ” shall mean: (i) until the mandatory conversion of the Series A Preferred Stock as contemplated pursuant to Article III hereof, Seventeen Thousand Six Hundred Forty-Six and 98/100 (17,646.98) shares of Series A Preferred Stock, and (ii) thereafter, the 6,000,000 shares of Common Stock into which such shares of Series A Preferred Stock shall be convertible, in each case 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.

(cc) “ HPLLC Stock Purchase Agreement ” shall mean that certain Stock Purchase Agreement, dated on or about a date even herewith, by and among HPPI and HPLLC, whereby HPPI agrees to issue up to Twenty Million (20,0000,000) shares of Common Stock to HPLLC for a corresponding aggregate purchase price of $1,500,000, payable as contemplated therein including pursuant to the HPLLC Promissory Note.

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

(ee) “ Mayne Pharma Purchase Agreement ” shall mean that certain Securities Purchase Agreement by and between Mayne Pharma and HPPI, executed on or about a date even herewith.

(ff) “ MPI ” shall mean Mayne Pharma International Pty Ltd, an Australian company ACN 007 870 984, and the sole owner of Mayne Pharma.

(gg) “ 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.

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

(ii) “ Prime Rate ” shall mean the prime rate of interest as published on the date of the Closing 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 date of the Closing or the nearest preceding date.

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

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

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

(mm) “ 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 8.2(b) , adjusted for any stock splits, stock dividends, recapitalizations, reorganizations, reclassifications or otherwise.

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

(oo) “ Series A Preferred Stock ” shall mean HPPI’s Series A Convertible Preferred Stock, par value $0.0001 per share, the terms of which are memorialized in the Certificate of Designation, filed with the Secretary of State of Delaware on September 9, 2013, as the same may be amended, restated or corrected from time to time.

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

(qq) “ Supply and License Agreement ” shall mean that certain Supply and License Agreement, dated September 3, 2013, as subsequently amended and/or restated, by and between Mayne Pharma and HPPI.

(rr) “ Transaction Document ” shall have the meaning set forth in the Mayne Pharma Purchase Agreement.

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

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(tt) “ Virca Employment Agreement ” shall mean that certain Employment Agreement executed by and between Virca and HPPI on or about a date even herewith, or any extension, amendment or renewal thereof.

(uu) “ Voting Rights Termination Date ” shall mean the earlier to occur of (a) the date that the Supply and License Agreement is terminated or expires, or (b) 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.

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 Effective Date through and including the date that is the first anniversary of the 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

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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.

MANDATORY CONVERSION OF SERIES A PREFERRED STOCK

3.1. Each of HPLLC and Mayne Pharma agrees that on August 14, 2014, or within two (2) Business Days thereafter, it shall deliver a Notice of Conversion (as defined in the Certificate of Designation) to HPPI, giving notice that it is converting all shares of Series A Preferred Stock it holds into Common Stock, together with all stock certificates evidencing the ownership of Series A Preferred Stock, duly endorsed (or in the alternative a lost stock certificate affidavit and indemnification satisfactory to HPPI) and directing that the Conversion Shares be issued to HPLLC or Mayne Pharma (as the case may be). The parties hereto agree that, assuming there is no change in the number of Series A Preferred Stock held by HPLLC and Mayne Pharma or in the number of securities on a Fully Diluted basis as set forth in the HPLLC Stock Purchase Agreement, upon such conversion of the Series A Preferred Stock, HPLLC shall receive Eighty-Two Million One Hundred Fifty-Six Thousand Eight Hundred Forty-Two (82,156,842) shares of Common Stock as Conversion Shares, and Mayne Pharma shall receive Eighty-Seven Million Eight Hundred Forty-Three Thousand Eight Hundred Ninety-Seven (87,843,897) shares of Common Stock as Conversion Shares.

ARTICLE IV.

NO MAJORITY OWNER

4.1. Ownership Cap . Each of HPLLC, Mayne Pharma, FEO and Virca agrees that:

(a) 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 49.5% of the Common Stock on a Fully Diluted basis;

(b) after the Lock-Up Period and until the date that is the fifth (5 ^th ) anniversary of the Effective Date, it or he shall as soon as practicable give written notice to the other parties to this Agreement if it or he, together with its or his respective Affiliates:

(i) intends to enter into a transaction which would, or is reasonably likely to cause, it or him, together with its or his respective Affiliates, to own more than 49.5% of the Common Stock on a Fully Diluted basis; or

(ii) learns that for any reason it or he, together with its or his respective Affiliates, has acquired ownership of any Equity Securities which results in it or him, together with its or his Affiliates, owing more than 49.5% of the Common Stock on a Fully Diluted basis.

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4.2. Remedy.

(a) In the event of a breach of Section 4.1(a) 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 4.1(a) .

(b) In the event of a breach of Section 4.1(a) which results from the voluntary action of such breaching party or from the noncompliance of the breaching party with Section 4.2(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 4.1(a) .

(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 V.

PREEMPTIVE RIGHTS AND RESTRICTIONS

5.1. Mayne Pharma’s First Right . Mayne Pharma and its Affiliates (collectively the “ Mayne Pharma 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 that HPPI may from time to time issue after the Effective Date. The Mayne Pharma Group’s “ Pro Rata Share ” for purposes of this Section 5.1 is equal to the ratio of (a) the number of shares of Common Stock on a Fully Diluted basis which the Mayne Pharma Group 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.

5.2. 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

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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.

5.3. 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 issued or issuable pursuant to current or future stock option, stock incentive or similar plans or agreements approved by (i) the Board and (ii) Stockholders who hold Equity Securities entitling such Stockholders to voting rights;

(b) any shares of the Series A Preferred Stock issued pursuant to the Debt Forgiveness Agreement or any shares of the Common Stock issued pursuant to (A) the HPLLC Stock Purchase Agreement, (B) the Debt Forgiveness Agreement or (C) any warrants issued to HPLLC in connection with the Debt Forgiveness Agreement;

(c) any securities issued pursuant to (A) the Mayne Pharma Purchase Agreement, (B) the conversion of the Series A Preferred Stock issued to Mayne Pharma in connection with the Mayne Pharma Purchase Agreement or (B) any warrants issued to the Mayne Pharma in connection with the Mayne Pharma Purchase Agreement;

(d) any securities issued or issuable upon conversion of any of the Series A Preferred Stock;

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

(f) any securities issued (A) in connection with the establishment of credit facilities, (B) 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 (C) 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 (A) through (C) herein has been unanimously approved by the disinterested members of the Board.

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5.4. Procedures .

(a) In the event that HPPI proposes to undertake an issuance of New Securities, it shall give to Mayne Pharma 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) Mayne Pharma 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 shall purchase all or a portion of the Mayne Pharma Group’s 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.

(c) With respect to the issuance of shares of New Securities for which Mayne Pharma has not exercised its right pursuant to this Section 5.4 within the Applicable Period, HPPI shall have 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 set forth in Section 5.4(d) , if HPPI has not contracted to sell such New Securities within such 120 day period, HPPI shall not thereafter issue or sell any New Securities without again first offering such New Securities to Mayne Pharma pursuant to this Section 5.4 .

(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 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 purchase under Section 5.1 through Section 5.5 shall be made subject to Section 4.1(a) ; provided, further, that no purchase of any New Securities by the Mayne Pharma Group under Section 5.1 through Section 5.5 shall require compliance with Section 4.1(b) .

5.5. Restrictions on Creating and Issuing New Sec urities.

(a) Until the conversion of the Series A Preferred Stock held by HPLLC and by Mayne Pharma into Common Stock, HPPI shall not, without first obtaining the written consent of Mayne Pharma:

(i) create, issue, or authorize the creation or issuance of, any Equity Security that is senior to or pari passu with the Series A Preferred Stock or any security convertible into such security; or

(ii) issue any Series A Preferred Stock.

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(b) After the conversion of the Series A Preferred Stock held by HPLLC and by Mayne Pharma into Common Stock, 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.

5.6. Termination . The rights and obligations in Section 5.1 through Section 5.5 shall terminate upon the earlier to occur of: (a) the date that the Supply and License Agreement is terminated or expires for any reason; or (b) the date that the Mayne Pharma Group collectively owns less than ten percent (10%) of the Common Stock on a Fully Diluted basis.

5.7. Termination of Series A Preferred Stock. Immediately following the conversion of Series A Preferred Stock held by HPLLC and by Mayne Pharma into Common Stock, HPPI shall amend and restate its Certificate of Incorporation to eliminate the reference to Series A Preferred Stock. The parties hereto agree to vote any Equity Securities they hold which carry voting rights in favor of such amendment and to execute any written consent of Stockholders approving such amendment.

5.8. 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, (i) 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 (ii) 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 (A) September 3, 2016, (B) 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 (C) 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.

5.9. 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 until a date that is at least one (1) year after the Effective Date.

5.10. Equity Incentive Plan .

(a) The Board shall unanimously approve the EIP, which shall initially authorize the issuance of up to 32,583,475 shares of Common Stock (the “ Initial EIP ”), and the terms and conditions thereof. HPPI shall not amend, modify or supplement the terms and conditions of the EIP during the Lock-Up Period without the prior written consent of Mayne Pharma. To the extent required by applicable law, HPPI will submit the EIP for approval by the Stockholders who have voting rights. HPPI shall not increase the number of shares authorized under the EIP beyond the Initial EIP, or amend, modify or supplement the terms and conditions of the Initial EIP, without the approval of the Board.

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(b) 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 (A) September 3, 2016, or (B) 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 Board votes to approve an increase in the EIP beyond the Initial EIP, 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 VI.

VOTING AGREEMENT, BOARD COMPOSITION AND BOARD MATTERS

6.1. 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 6.3 hereof.

6.2. Vacancies on 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 6.1 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 such designation (i) cause the Board to name such nominee as the new Mayne Pharma Director to fill the vacancy of the seat held by the prior Mayne Pharma Director, or (ii) circulate a written consent of Stockholders to elect such Mayne Pharma Director, or shall call as soon as practicable, 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 they may own from time to time, shall vote its shares of Common Stock to elect the replacement Mayne Pharma Director so nominated, or to sign such written consent, as the case may be.

6.3. Method of Designating Directors . From and after the 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.

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6.4. Replacement of FEO and Virca . From and after the Effective Date, 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.

6.5. Legend . From and after the Effective Date, all certificates or other instruments representing Equity Securities held by each Stockholder 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.”

6.6. Fundamental Transactions . Before the Board holds any vote, or submits any decision for approval or consent, regarding a Fundamental Transaction, 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.

6.7. HPLLC Promissory Note .

(a) HPPI shall not amend, modify, waive or supplement any terms or conditions of the HPLLC Promissory Note without unanimous approval of all disinterested Directors. For purposes of this Section 6.7 , FEO shall be deemed to be an interested Director. Any such amendment, modification, waiver or supplement attempted in violation of this Section 6.7 shall be void and without further effect.

(b) 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 (5 ^th ) 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 (“ Available Cash ”).

ARTICLE VII.

RIGHT OF FIRST REFUSAL

7.1. Mayne Pharma Right of First Refusal . If either FEO or Virca or any transferees of FEO or Virca permitted under Section 7.2 (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

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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 7.1 shall not apply to any Common Stock that is a FEO Indirect Share as long as such Common Stock is an FEO Indirect Share.

7.2. Permitted Transfers. The rights granted to Mayne Pharma pursuant to Section 7.1 shall not apply to (i) 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), (ii) 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 (iii) 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.

7.3. Purchase by Mayne Pharma . If a Selling Stockholder offers to sell his Common Stock to Mayne Pharma pursuant to Section 7.1 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.

7.4. Purchase Price and Terms . The purchase price and terms of payment set forth in any offer by a Selling Stockholder under Section 7.1 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 7.1 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 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 7.1 (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, and then the balance in twelve (12) quarterly installments of equal

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principal amounts plus accrued interest at a rate of the Prime Rate plus five percent (5%) beginning on the first 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.

7.5. Acceptance of Offers . Any offer made pursuant to Section 7.1 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 7.1 hereof.

7.6. Closing of Purchase . If any of the shares of Common Stock included in the offers made by the Selling Stockholder pursuant to Section 7.1 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 7.1 hereof (the “ Closing ”). The purchase price for all shares of Common Stock sold pursuant to Section 7.1 hereof shall be paid in accordance with the terms of payment determined as set forth in Section 7.4 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.

7.7. 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 purusant to Section 7.1 , 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 7.1 . After said ninety (90) day period, such shares shall remain subject to all terms and conditions of this Article VII . 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 7.1 above, then such shares of Common Stock shall again be subject to all of the restrictions set forth in Section 7.1 and elsewhere in this Agreement.

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ARTICLE VIII.

COMMERCIALIZATION OF PRODUCT

8.1. Consequences if Commercialization Goal Not Met .

(a) HPPI agrees to use its reasonable commercial efforts, and the funds available under the HPLLC Promissory Note, 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 (i) by *** , (ii) by December 31, 2014, close an equity financing, the gross proceeds of which received by HPPI shall be at least Five Million Dollars ($5,000,000) (the “ Follow On Offering ”), provided , however , that such financing shall be subject to the terms and conditions provided herein and that HPPI shall grant to Mayne Pharma equivalent registration rights if any such registration rights are granted in such offering, (iii) by *** , and (iv) by *** .

(b) If HPPI fails to satisfy any of (i) through (iv) of Section 8.1(a) (the “Performance Goals ”), then Mayne Pharma shall have the right by written notice to FEO and/or Virca, as the case may be, with a copy to HPPI, to demand the resignation by FEO and/or Virca, as the case may be, of his position as an officer, employee and Director, as the case may be, of HPPI, and FEO and/or Virca, as the case may be, shall submit to HPPI such written resignation within three (3) Business Days after his receipt of such notice from Mayne Pharma.

(c) If either (i) an Event of Default (as defined in the HPLLC Promissory Note) has occurred under the HPLLC Promissory Note, or (ii) HPLLC otherwise breaches the HPLLC Promissory Note, then Mayne Pharma shall have the right by written notice to FEO, with a copy to HPPI, to demand the resignation by FEO of his position as an officer, employee and Director, as the case may be, of HPPI, and FEO shall submit to HPPI such written resignation within three (3) Business Days after his receipt of such notice from Mayne Pharma.

(d) If either FEO or Virca, as the case may be, fails to submit such resignation, then HPPI shall terminate the employment or service of FEO or Virca, as the case may be, and the Board shall remove FEO or Virca, as the case may be, as an officer, and HPLLC and Mayne Pharma, as Stockholders, shall promptly take all necessary action to remove FEO from the Board. Virca agrees that if he is either terminated or required to resign under this Section 8.1 , then such termination will be for Cause (as defined in the Virca Employment Agreement) and such resignation will not be for Good Reason (as defined in the Virca Employment Agreement), in each case under the Virca Employment Agreement. FEO and Virca each agree that if his resignation is required or he is terminated under this Section 8.1 , then, notwithstanding any employment agreement or other service agreement he may have with HPPI, no severance, compensation, consideration or other payment shall be due or payable in connection therewith or herewith. HPLLC, FEO and Virca, and any transferee thereof, agrees (and shall cause any Affiliate) to vote any shares of Equity Securities he or it may own from time to time, to cause compliance with this Section 8.1(d) at any meeting of Stockholders at which such matter is considered, including calling such meeting of Stockholders, or execute a written consent of Stockholders in favor of such matter.

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

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8.2. Surrender of Options; Sale and Forfeiture of Equity Securities; Purchase Right of Equity Securities.

(a) Each of FEO and Virca agrees that whether he resigns pursuant to the demand of Mayne Pharma under Section 8.1 , or is terminated by HPPI pursuant to Section 8.1 , then he shall forfeit all then unvested options, warrants, restricted stock units, or other right to acquire Equity Securities held personally of record and waive any claim to severance pay. Furthermore, upon such resignation or termination, Mayne Pharma shall have the right to purchase by written notice to FEO or Virca, as the case may be, delivered within sixty (60) days after such resignation or termination, all Equity Securities, vested options, vested warrants, vested restricted stock units and the like held personally of record by FEO and/or Virca or otherwise transferred by either of them, as the case may be, 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 or Virca 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 or Series A Preferred Stock that is a FEO Indirect Share shall be subject to the provisions of this Section 8.2(a) as long as such Common Stock or Series A Preferred Stock is a FEO Indirect Share.

(b) If either (i) HPPI fails to satisfy any of the Performance Goals, (ii) an Event of Default has occurred under the HPLLC Promissory Note or (iii) HPLLC otherwise breaches the HPLLC Promissory Note, then HPPI shall have the right at its election and 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 Goals. 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. The parties hereby acknowledge and agree that in light of the fact that (X) the purpose of the Performance Goals is for HPPI to pursue the Supply and License Agreement and to continue HPPI’s development of its products in order to seek additional funding from other sources, and (Y) the purpose of the HPLLC Promissory Note is to provide HPPI the necessary funds to maintain the agreed upon funding schedule to pursue the Performance Goals, it would be difficult or impossible to accurately and precisely ascertain the actual damages suffered by HPPI by failing to satisfy the Performance Goals and experiencing an Event of Default, and therefore agree that the forfeiture by HPLLC of the HPLLC At Risk Shares (together with the possible forfeiture of the Purchased Shares (as defined in the HPLLC Stock Purchase Agreement)) is a reasonable pre-estimate of the probable damages and loss suffered by HPPI in

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the event of such default. Any of the HPLLC At Risk Shares forfeited to HPPI under this Section 8.2(b) shall be cancelled on the books and records of HPPI. Any election and decision made by HPPI pursuant to this Section 8.2(b) shall be made by the majority approval of the disinterested Directors; for purposes of this Section 8.2(b) , FEO shall be deemed to be an interested Director.

(c) If FEO, Virca 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 Section 8.2 , the officers of HPPI, or any of them, are each hereby appointed as attorney-in-fact for FEO, Virca or HPLLC, as the case may be, for the purpose of complying with this Section 8.2 , 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 or Virca’s rights with respect to the Equity Securities shall cease. Such officers shall incur no liability for such actions described in this Section 8.2(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 (60 ^th ) 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 8.2(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 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). If the Purchase Right Shares are shares of Series A Preferred Stock, the “Exercise Price” per share of Series A Preferred Stock shall be the Exercise Price as determined by the prior sentence multiplied by the then-applicable conversion ratio.

(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

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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 8.2(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.

8.3. 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 if: (x) either FEO or Virca fails to submit his resignation as demanded by Mayne Pharma under Section 8.1(b) or Section 8.1(c) , and (y) within five (5) Business Days after written notice to HPPI, there has not been full compliance with Section 8.1(d) . Mayne Pharma’s rights under this Section 8.3 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 8.3 .

8.4. Mayne Pharma Exercise of Rights; Covenant Not to Sue . The parties hereto agree that Mayne Pharma may decide in its sole and absolute discretion whether and when to exercise any of its rights under this Article VIII and that it may exercise such rights for any reason. In consideration of the benefits conferred upon them in connection with this Agreement, including without limitation the Agreed Reduction, and as a material inducement to Mayne Pharma’s agreement to the Agreed Reduction, HPPI, HPLLC, FEO, and Virca 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 VIII or for any act or omission leading up to, causing, or contributing to the failure to satisfy any of the Performance Goals, other than acts or omissions constituting fraud or other willful misconduct.

8.5. No Restrictions . No Transfer under this Article VIII shall be subject to the provisions of Article II , Article IV (except that any Transfer under 8.2(b) shall be subject to Article IV ), Article V , Article VI or Article VII .

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ARTICLE IX.

TERMINATION

9.1. 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 a 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 X.

REPRESENTATIONS AND WARRANTIES

10.1. 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 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

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Confidential treatment requested with respect to certain portions hereof denoted with “***”

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 XI.

MISCELLANEOUS

11.1. 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 11.1 . 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 days after deposited in the mails or upon transmission by facsimile, respectively, addressed as aforesaid, unless otherwise provided herein.

11.2. 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.

11.3. 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 11.3 . 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 11.3(b) .

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IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

(a) If there is a Dispute within the scope of this Section 11.3 , 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 11.3 (“ Other Dispute Resolution Provision ”), then the Dispute shall be governed by this Section 11.3 and not by the Other Dispute Resolution Provision notwithstanding whether such other agreement was entered into after the Effective Date, except to the extent each of the parties hereto agrees in writing by express reference to this Section 11.3(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 VIII 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.

11.4. 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.

11.5. 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. 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.

11.6. 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.

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IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

11.7. 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.

11.8. 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.

11.9. Amendment to Bylaws . Within fifteen (15) days of the Effective Date, the Bylaws shall be amended and restated to, among other things, allow the Stockholders to remove Directors with or without cause in accordance with the provisions of Section 141(k) the Delaware General Corporation Law.

11.10. 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.

11.11. 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 Effective Date, including without limitation, claims by or from any potential investor in such capital raising.

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

Signature Page Follows.)

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IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

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

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

E X .A-1

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

Ex.A-2

Exhibit 10.5

DEBT FORGIVENESS AGREEMENT

THIS DEBT FORGIVENESS AGREEMENT (this “ Agreement ”) is made and entered into and effective as of this 24th day of June, 2014 by and between HEDGEPATH PHARMACEUTICALS, INC. , a Delaware corporation (“ HPPI ”), and HEDGEPATH , LLC a Delaware limited liability company (“ HP LLC ”).

WHEREAS , on the terms and subject to the conditions set forth in this Agreement and as a condition to that certain Securities Purchase Agreement by and between HPPI and Mayne Pharma Ventures Pty Ltd, an Australian company ACN 168 896 357 (“ MPV ”), dated on or about a date even herewith (the “ Mayne SPA ”), as of the date hereof, HP LLC will waive, cancel and forgive an aggregate of $639,767 of indebtedness previously advanced by HP LLC to HPPI and currently owed (the “ Forgiven Debt ”) in exchange for: (i) 2,530,227 shares of HPPI’s common stock, par value $0.0001 per share (the “ Common Stock ”), and 71,635.981 shares of HPPI’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “ Preferred Stock ”, and collectively with the Common Stock, the “ Debt Forgiveness Shares ”); and (ii) a warrant to purchase 10,250,569 shares of Common Stock, the substantial form of which is attached hereto as Exhibit A (the “ Debt Forgiveness Warrant ”).

NOW, THEREFORE , in consideration of the foregoing premises, and the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereto hereby agree as follows:

[Signatures on following page.]

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IN WITNESS WHEREOF , the parties hereto have caused this Debt Forgiveness Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[Signature page to Debt Forgiveness Agreement]

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

Exhibit 10.6

***CONFIDENTIAL TREATMENT REQUESTED***

Note: Confidential treatment requested with respect to certain portions hereof denoted with “***”

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”) dated as of June 24, 2014 (the “ Effective Date ”), is by and between HedgePath Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business at 324 South Hyde Park Avenue, Tampa FL 33606 (the “ Company ”) and Nicholas J. Virca (the “ Executive ”).

WHEREAS , the Executive has heretofore served as the Company’s President and Chief Executive Officer; and

WHEREAS, the Company, the Executive, Frank E. O’Donnell, Jr., M.D., HedgePath LLC, and Mayne Pharma Ventures Pty Ltd, an Australian company ACN 168 896 357 (“Mayne Pharma”), are parties to that certain Equity Holders Agreement (the “ EHA ”) that, among other things, affects the parties’ employment relationship and contains certain conditions and limitations on the Executive’s right to purchase a portion of the Company’s capital stock; and

WHEREAS , the Company and the Executive now desire to enter into this Agreement to memorialize the agreed upon terms and conditions of the Executive’s continuing employment with the Company as of the Effective Date, in each case on the terms and conditions set forth herein.

NOW THEREFORE , in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. Term . The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to continue his employment with the Company, as the Company’s President and Chief Executive Officer. The term of the Executive’s employment shall be for a period of three (3) years, commencing on the Effective Date and subject to earlier termination as provided in Section 7 hereof and the EHA (the “Initial Term” ). At the conclusion of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term” ) unless either party gives the other written notice of non-renewal at least sixty (60) days’ prior to the end of the Initial Term or a Renewal Term (as the case may be) and subject to earlier termination as provided in Section 7 hereof and the EHA. When used herein, the term “Employment Term” shall mean the Initial Term together with any Renewal Terms (if any).

2. Position and Duties .

(a) Responsibilities . The Executive will report to the Company’s Board of Directors (the “ Board ”). Within the limitations established by the Bylaws of the Company, the Executive shall have each and all of the duties and responsibilities customarily associated with the position of President and Chief Executive Officer and such other or different duties on behalf of the Company as may be assigned from time to time by the Board.

(b) Devotion of the Executive’s Time . The Executive shall devote his full business time, labor, skill and energy to conducting the business and affairs of the Company and to performing his duties and responsibilities to the Company as set forth in Section 2(a) hereof, unless otherwise approved by the Board. The Executive shall perform the Executive’s duties and responsibilities to the Company diligently, competently, faithfully and to the best of his ability.

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

(c) Representations . The Executive represents and warrant to the Company that the Executive has the right to negotiate and enter into this Agreement, and the Executive’s execution, delivery and performance of this Agreement does not breach, interfere with or conflict with any other contractual agreement, covenant not to compete, option, right of first refusal or other existing business relationship or any judgment or order, in each case, to which the Executive is a party or otherwise subject. the Executive acknowledges that this representation and warranty is a material inducement to the Company entering into this Agreement and in the event the Executive breaches this representation and warranty, the Executive agrees to indemnify and hold harmless the Company from any and all claims, actions, losses, damages, including, but not limited to, reasonable attorney’s fees and expenses incurred by the Company as a result of such breach.

3. Compensation .

(a) Salary . The Company shall pay to the Executive an annual cash salary in the gross amount of $150,000 (the “ Base Salary ”) for services rendered hereunder, payable in accordance with prevailing Company policy. The Base Salary may only be adjusted with the approval of the Board or a designated committee thereof; provided , however , that the Base Salary will automatically increase, on a prospective basis, to $250,000 upon the closing of the Follow On Offering (as defined in the EHA).

(b) Bonus . The Executive shall be eligible to receive an annual bonus (based on the Company’s fiscal year) in cash or in securities of the Company or otherwise. Such bonus, if any, shall be in an amount up to 50% of the Executive’s Base Salary based on the achievement of such criteria as shall be approved by the Board or a designated committee thereof; provided , however , that the Executive must be employed by the Company on the last day of the fiscal year in question to be eligible to earn such a bonus.

(c) Grant of Restricted Stock Units.

(i) It is anticipated that following the Effective Date, the Board will adopt a 2014 Equity Incentive Plan for the Company (the “ EIP ”). The EIP will be comprised of an aggregate of 32,583,475 shares of Company common stock.

(ii) Concurrently with the adoption of the EIP (but subject to stockholder approval thereof, if required), the Executive will be awarded 15,041,738 restricted stock units (the “ Initial Grant ”). The Initial Grant shall vest only upon the earlier to occur of (A) September 3, 2016 or (B) the receipt of written notice of acceptance by the United States Food and Drug Administration for the filing of a New Drug Application by the Company for any Company product candidate with a cancer indication utilizing the Company’s licensed SUBA-Itraconazole technology, provided that the Executive is actively employed by the Company on the earlier of such date. The actual grant of the restricted stock units will be made under the EIP and a separate award agreement, the terms of which shall control.

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IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

(iii) Following the Initial Grant, the Executive shall be entitled to receive annual or other equity awards under the EIP or such other compensation plans commensurate with his position as shall be adopted by the Board or a designated committee thereof from time to time.

(iv) This Section 3(c) and any participation by the Executive in the EIP is to be read in conjunction with, and is subject to, the terms of the EHA.

(d) 409A Compliance.

(i) The parties intend that the payments and benefits provided for in this Agreement either be exempt from 409A (“ Section 409A ”) of the Internal Revenue Code of 1986, as amended (“ Code ”), or be provided in a manner that complies with Section 409A and any ambiguity herein shall be interpreted so as to be consistent with the intent of this paragraph. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary, all payments and benefits which are payable upon a termination of employment hereunder shall be paid or provided only upon those terminations of employment that constitute a “separation from service” from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)). Further, if the Executive is a “specified employee” as such term is defined under Section 409A at the time of a termination of employment and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated recognition of income or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s termination of employment with the Company (or the earliest date permitted under Section 409A, e.g. , immediately upon the Executive’s death), whereupon the Company will promptly pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement.

(ii) Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided hereunder during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31 ^st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31 ^st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive.

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IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

(iii) Additionally, in the event that following the Effective Date the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A.

4. Benefits .

(a) Vacation Time . The Executive shall be entitled to four (4) weeks paid vacation time and holidays per annum to be administered in accordance with the Company’s policies governing the same; provided , however , that the Executive shall not be able to take vacation time at any time that would materially interfere with the business or operations of the Company.

(b) Reimbursement for Expenses . The Company shall promptly reimburse the Executive for all reasonable and necessary business expenses incurred by the Executive in accordance with his duties and responsibilities hereunder, including, without limitation, telephone, facsimile, travel, lodging, entertainment and other customary charges incurred by the Executive on behalf of the Company in the performance of his duties hereunder, upon the presentation by the Executive of appropriate evidence and documentation of the incurrence thereof in accordance with the Company’s policies from time to time in effect.

(c) Other . In addition, the Executive shall receive such additional compensation or other benefits as are provided to Company employees generally and Company senior executives specifically, in each case as established by the Board in its discretion.

5. Deductions . All amounts payable or which become payable to the Executive under any provision of this Agreement shall be subject to such deductions and withholdings as is required by applicable law.

6. Indemnification . The Company shall indemnify the Executive in his capacity as an officer of the Company to the fullest extent permitted by applicable law against all debts, judgments, costs, charges or expenses incurred or sustained by the Executive in connection with any action, suit or proceeding to which the Executive may be made a party by reason of his being or having been an officer of the Company, or because of actions taken by the Executive which were believed by the Executive to be in the best interests of the Company, and the Executive shall be entitled to be covered by any directors’ and officers’ liability insurance policies which the Company may maintain for the benefit of its directors and officers, subject to the limitations of any such policies. The Company shall have the right to assume, with legal counsel of its choice, the defense of the Executive in any such action, suit or proceeding for which the Company is providing indemnification to the Executive. Should the Executive determine to employ separate legal counsel in any such action, suit or proceeding, any costs and expenses of such separate legal counsel shall be the sole responsibility of the Executive. If the Company

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IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

does not assume the defense of any such action, suit or other proceeding, the Company shall, upon request of the Executive, promptly advance or pay any amount for costs or expenses (including, without limitation, the reasonable legal fees and expenses of counsel retained by the Executive) incurred by the Executive in connection with any such action, suit or proceeding. The Company shall not be obligated to indemnify the Executive against any actions that constitute, in the reasonable discretion of the Board, an act of gross negligence or willful misconduct or contrary to the general indemnification provisions of the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws.

7. Termination .

(a) Termination by the Company upon Death . The Executive’s employment under this Agreement shall terminate immediately upon the Executive’s death, subject to Section 8 hereof.

(b) Termination by the Company with Cause . The Company shall have the right to immediately terminate the Executive’s employment hereunder for Cause, subject to Section 8 hereof. For purposes of this Agreement, the term “ Cause ” shall mean any of the following: (i) the repeated and demonstrated failure of the Executive to carry out the reasonable instructions of the Board in all material respects, provided such instructions reasonably relate to and are not inconsistent with the Executive’s management position and standing, which such conduct is not cured within fifteen (15) days after receipt of written notice thereof by the Executive from the Company; (ii) the breach by the Executive of any of the terms or provisions of this Agreement or any other agreement between the Executive, on the one hand, and the Company, on the other hand, on the part of the Executive to be observed or performed, which failure or breach is not cured within fifteen (15) days after receipt of written notice thereof by the Executive from the Company; (iii) the Executive’s knowing and willful neglect or refusal for any reason to attend to the Executive’s material duties and responsibilities under this Agreement which such conduct is not cured within fifteen (15) days after receipt of written notice thereof by the Executive from the Company; (iv) any criminal liability of the Company which was substantially caused by the conduct of the Executive; (v) the Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction of an act of fraud, embezzlement or willful breach of fiduciary duty to the Company, or any crime constituting a felony; (vi) the Executive’s failure to resign from the Company pursuant to Article VIII of the EHA; (vii) the Company becoming insolvent, filing for bankruptcy protection, commencing liquidation proceedings, having a trustee or receiver appointed over the Company’s property or business, or dissolving; or (viii) the Board determining, in its sole discretion, that the Company is no longer viable as a going concern.

(c) Termination by the Company upon Disability . If the Executive shall be unable to substantially and materially perform his duties and responsibilities hereunder by reason of illness or other incapacity, with or without accommodation that may be required by law, his failure so to perform his duties will not be grounds for terminating his employment for Cause by the Company; provided , however should the period of such incapacity exceed six (6) months, or fifty percent (50%) or more of the normal working days during any consecutive nine (9) month period (a “ Disability Occurrence ”), then the Company may immediately terminate the Executive’s employment hereunder due to the Disability Occurrence, subject to Section 8 hereof.

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IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

(d) Termination by the Company with No Reason. The Company shall have the right to terminate the Executive’s employment hereunder prior to the expiration of the Employment Term on sixty (60) days prior written notice from the Company for “ No Reason ,” subject to Section 8 hereof.

(e) Termination by the Executive.

(i) In the event that the Executive terminates the Executive’s employment hereunder for any reason other than Good Reason (as defined below), the Executive shall not be entitled to any benefits hereunder, effective upon the date of termination (after giving effect to the notice period provided for in this Section 7(e)). The Executive hereby agrees to provide the Board with sixty (60) days written notice of any voluntary termination by the Executive. Notwithstanding the foregoing, if the Executive terminates this Agreement, the Company shall have the right to terminate this Agreement at any time during the sixty (60) day notice period, subject to Section 8 hereof.

(ii) The Executive shall have the right to immediately terminate this Agreement for Good Reason, subject to Section 8 hereof.

(iii) As used herein, “ Good Reason ” means, without the prior written consent of the Executive, (A) a material breach by the Company of any of its obligations or covenants set forth in this Agreement, which breach is not cured within fifteen (15) days after receipt of written notice thereof by the Company from the Executive, (B) a material reduction of the duties or responsibilities, or any reduction in the title, of the Executive, which reduction is not cured within fifteen (15) days after receipt of written notice thereof by the Company from the Executive, (C) the assignment to the Executive of any duties or responsibilities that are inconsistent, in any significant respect, with his position, which action is not cured within fifteen (15) days after receipt of written notice thereof by the Company from the Executive, or (D) the occurrence of any of the events set out in clauses (A)-(C), inclusive, within six (6) months following the occurrence of a Change of Control. For the avoidance of doubt, the resignation by the Executive pursuant to Article VIII of the EHA shall not constitute Good Reason.

(iv) As used herein, “ Change of Control ” means the occurrence of any one or more of the following events (it being agreed that, with respect to paragraphs (A) and (B) of this definition below, a “Change of Control” shall not be deemed to have occurred if the applicable third party acquiring party is an “affiliate” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended):

(A) An acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “ Voting Securities ”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act of 1934, as amended (the “ 1934 Act ”)), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding Voting Securities; or

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Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

(B) the consummation, in one or a series of related transactions, of: (1) a merger, consolidation or reorganization involving the Company, where the event described in clause (A) would be the result; (2) a liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by a third party of an involuntary bankruptcy against, the Company; or (3) an agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a subsidiary of the Company).

8. Effect of Termination .

(a) Upon termination of the Executive’s employment hereunder through a notice of non-renewal pursuant to Section 1 or pursuant to Sections 7(a), 7(b), 7(c) or 7(e)(i), the Executive shall be entitled to receive the following: (A) all accrued but unpaid Base Salary through the date of such termination; (B) all unpaid bonus amounts due and owing pursuant to Section 3(b) hereof through the date of such termination; (C) any post-termination rights available to the Executive under and pursuant to the terms the Company’s prevailing employee benefits policies; and (D) as applicable, his estate shall be entitled to receive any payments under any applicable life (other than key man life insurance in favor of the Company) or disability insurance plans that are properly payable that have not been paid.

(b) Upon termination of the Executive’s employment hereunder pursuant to Sections 7(d) or 7(e)(ii) for Good Reason as defined in Sections 7(e)(iii)(A) to (C), the Executive shall be entitled to receive the following: (x) all items set forth in Section 8(a) hereof and (y) a cash payment in an amount equal to six (6) months Base Salary, provided , however , that in the event *** , the cash payment set forth in clause (y) immediately above shall automatically be increased to a cash payment in an amount equal to twelve (12) months Base Salary.

(c) Upon termination of the Executive’s employment hereunder pursuant to Section 7(e)(ii) for Good Reason as defined in Section 7(e)(iii)(D), the Executive shall be entitled to receive the following: (x) all items set forth in Section 8(a) hereof and (y) a cash payment in an amount equal to twelve (12) months Base Salary, provided, however, that in the event *** , the cash payment set forth in clause (y) immediately above shall automatically be increased to a cash payment in an amount equal to eighteen (18) months Base Salary.

(d) Any payments due to the Executive under Section 8(b) and (c) shall be contingent upon the Executive’s execution and non-revocation of a market standard release agreement in favor of the Company and its related parties.

7

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

9. Restrictions Respecting Confidential Information, Non-Competition, etc .

(a) Acknowledgment of the Executive. The Executive acknowledges and agrees that by virtue of the Executive’s position and involvement with the business and affairs of the Company, the Executive has developed and will continue to develop substantial expertise and knowledge with respect to all aspects of the business, affairs and operations of the Company and has had access to and will continue to have access to all significant aspects of the business and operations of the Company and to confidential and proprietary information of the Company. As such, the Executive acknowledges and agrees that the Company will be damaged if the Executive were to breach or threaten to breach any of the provisions of this Section 9 or if the Executive were to disclose or make unauthorized use of any confidential and proprietary information of the Company or otherwise engage in the activities prohibited by this Section 9. Accordingly, the Executive expressly acknowledges and agrees that the Executive is knowingly and voluntarily entering into this Agreement, and that the terms, provisions and conditions of this Section 9 are fair and reasonable and necessary to adequately protect the Company and its business.

(b) Confidentiality Agreement . Concurrently with the execution of this Agreement, the Executive shall execute the Company’s standard form of Confidentiality and Intellectual Property Agreement (the “ Confidentiality Agreement ”), the terms and provisions of which are incorporated herein by reference as binding and operative provisions of this Agreement.

(c) Non-Compete . During the parties’ employment relationship and for one (1) year after the termination of that relationship for any reason, the Executive shall not, directly or indirectly, anywhere within the United States, manage, operate or control, or participate in the ownership, management, operation or control of, or otherwise become materially interested in (whether as an owner, stockholder, lender, executive, employee, officer or director) any business (other than the Company) which is in the business of (i) utilizing pharmaceutical compounds to impact the hedgehog signaling pathway as a means of treating cancer in humans and/or (ii) utilizing pharmaceutical compounds containing itraconazole as the primary active ingredient (the “ Business ”), or, directly or indirectly, induce or influence any person that has a business relationship with the Company or any of its subsidiaries or affiliates relating to the Business to discontinue or reduce the extent of such relationship. For purposes of this Agreement, the Executive shall be deemed to be directly or indirectly interested in a business if he is engaged or interested in that business as an owner, stockholder, lender, executive, employee, officer or director, but not if the Executive’s interest is limited solely to the ownership of not more than 4.99% of the securities of any class of equity securities of a corporation or other entity whose shares are listed or admitted to trade on a national securities exchange or are quoted on the Over the Counter Bulletin Board or similar public trading system.

(d) Non-Solicitation of Customers . During the parties’ employment relationship, the Executive will not, either directly or indirectly, whether on the Executive’s own behalf or on behalf of any other individual or entity (other than the Company), solicit or attempt to solicit any customer or actively sought prospective customer of the Company for the purpose of providing such customer or actively sought prospective customer a product that is competitive with a product then offered or under development by the Company. For one (1) year after the termination of the parties’ employment relationship for any reason, the Executive will not, either directly or indirectly, whether on the Executive’s own behalf or on behalf of any other individual

8

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

or entity, solicit or attempt to solicit any customer or actively sought prospective customer of the Company with whom the Executive had Material Contact during the parties’ employment relationship for the purpose of providing such customer or actively sought prospective customer a product that is competitive with a product offered or under development by the Company as of the termination of the parties’ employment relationship. For purposes of this Section 9(d), the Executive will be deemed to have had “Material Contact” with a customer or actively sought prospective customer of the Company if the Executive (i) dealt directly with the customer or actively sought prospective customer on behalf of the Company; (ii) coordinated or supervised the Company’s dealings with the customer or actively sought prospective customer; (iii) obtained confidential information about the customer or actively sought prospective customer in the ordinary course and as a result of the parties’ employment relationship; or (iv) received compensation resulting directly from the Company’s sale of products to the customer or actively sought prospective customer.

(e) Non-Solicitation of Employees . During the parties’ employment relationship and for one (1) year after the termination of that relationship for any reason, the Executive shall not, directly or indirectly, solicit to employ, or employ for himself or others, any employee of the Company, or any subsidiary or affiliate of the Company, who was an officer, director or employee of, or consultant or advisor to, the Company, or any subsidiary or affiliate of the Company, as of the date of the termination of the Executive’s employment with the Company or during the preceding six (6) month period, or solicit any such person to leave such person’s position or join the employ of, or act in a similar capacity with, another, then or at a later time.

(f) No Limitation . The parties agree that nothing in this Agreement shall be construed to limit or negate the common law of torts, confidentiality, trade secrets, fiduciary duty and obligations where such laws provide the Company with any broader, further or other remedy or protection than those provided herein.

(g) Specific Performance . Because the breach or any threatened breach of any of the provisions of this Section 9 may result in immediate and irreparable injury to the Company for which the Company may not have an adequate remedy at law, the Executive expressly agrees that the Company shall be entitled, in addition to all other rights and remedies available to it at law, in equity or otherwise, to a decree of specific performance of the restrictive covenants contained in this Section 9 and further to a temporary and permanent injunction enjoining such breach or threatened breach, in each case without the necessity of proving damages and without the necessity of posting bond or other security.

(h) Challenge of Agreement by the Executive . In the event the Executive challenges this Agreement and an injunction or other relief is issued staying the implementation of any of the restrictions imposed by Section 9 hereof, the time remaining on the restrictions shall be tolled until the challenge is resolved by final adjudication, settlement or otherwise, except that the time remaining on the restrictions shall not be tolled during any period in which the Executive is unemployed.

(i) Interpretation of Restrictions . The Executive acknowledges that the type and periods of restriction imposed by this Section 9 are fair and reasonable and are reasonably

9

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

required for the protection of the legitimate interests of the Company and the goodwill associated with the business of the Company; and that the time, scope, geographic area and other provisions of this Agreement have been specifically negotiated by sophisticated commercial parties and are given as an integral part of the transactions contemplated hereby. If any of the covenants in this Section 9, or any part hereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants herein, which shall be given full effect, without regard to the invalid portions. In the event that any covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be judicially modified so as to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(j) Exclusive Forum . Any legal action involving the validity, interpretation, or breach of the terms of this Section 9 shall be brought exclusively in the courts of the State of Florida located in Hillsborough County (or, if appropriate, the US Federal District Court for the Middle District of Florida located in Hillsborough County). The parties hereby submit to the exclusive jurisdiction and venue of such courts, and they hereby irrevocably waive, to the fullest extent permitted by law, any objection they may now or hereafter have to the personal jurisdiction or venue of such courts or to any claim of inconvenient forum.

10. Notices . All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the “ Business Day ” (defined as a day on which banks in New York City are open) of such delivery (as evidenced by the receipt of the personal delivery service); (ii) if mailed certified or registered mail return receipt requested, four (4) Business Days after being mailed; (iii) if delivered by overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing); or (iv) if delivered by facsimile or e-mail transmission, on the Business Day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding Business Day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 10), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second Business Day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the address first above written. Any notice, consent, direction, approval, instruction, request or other communication given in accordance with this Section 10 shall be effective after it is received by the intended recipient.

10

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

11. General Provisions .

(a) Benefits of Agreement and Assignment . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, heirs, successors and permitted assigns; provided , however , that the Executive may not (except for the rights to any remuneration of benefits of the Executive that pass to his estate or heirs upon his death) assign or delegate any of his rights or duties hereunder except upon the prior written consent of the Company. This Agreement shall be binding on any successor to the Company whether by merger, consolidation, acquisition of all or substantially all of the Company’s stock, assets or business or otherwise, as fully as if such successor were a signatory hereto, and the Company shall cause such successor to, and such successor shall, expressly assume the Company’s obligations hereunder. The term “Company” as used in this Agreement shall include all such successors. Except as expressly permitted by this Section 11(a), nothing herein is intended to or shall be construed to confer upon or give any person, other than the parties hereto, any rights, privileges or remedies under or by reason of this Agreement.

(b) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in that state, without regard or reference to its principles of conflicts of laws.

(c) Arbitration of Claims . Subject to Section 9(j) above, in the event of any dispute, claim, question or disagreement arising from or relating to this Agreement or the breach thereof, the Company and the Executive agree to settle the dispute, claim, question or disagreement by arbitration before a single arbitrator in Tampa, Florida (or the city in which the Company’s principal headquarters then is located) selected by, and such arbitration to be administered by, the American Arbitration Association (“ AAA ”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each of the Company and the Executive hereby agrees and acknowledges that all disputes between or among them are subject to the alternative dispute resolution procedures of this Section 11(c). Each of the Company and the Executive 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 Company and the Executive further agree that any determination by the arbitrator regarding any dispute, claim, question or disagreement arising from or relating to this Agreement shall be final and binding upon the parties hereto and shall not be subject to further appeal. Each of the Company and the Executive shall bear their own costs and expenses and an equal share of the arbitrator’s fees and administrative fees of arbitration; provided , however , that upon receipt of the determination by the arbitrator the prevailing party shall have all reasonable out-of-pocket fees and expenses reimbursed promptly (in all events within 10 calendar days following delivery to both parties of the arbitrator’s decision) by the non-prevailing party in any such dispute.

(d) Interpretation . This Agreement shall be construed and interpreted without regard to any presumption against the party causing this Agreement to be drafted.

(e) Severability . Each term and provision of this Agreement is severable; the invalidity, illegality or unenforceability or modification of any term or provision of this Agreement shall not affect the validity, legality and enforceability of the other terms and provisions of this Agreement, which shall remain in full force and effect. Since it is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent

11

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought, should any particular provision of this Agreement be deemed invalid, illegal or unenforceable, the same shall be deemed reformed and amended to delete that portion that is adjudicated to be invalid, illegal or unenforceable and the deletion shall apply only with respect to the operation of such provision and to the extent of such provision and, to the extent that a provision of this Agreement would be deemed unenforceable by virtue of its scope, but may be made enforceable by limitation thereon, each party agrees that this Agreement shall be reformed and amended so that the same shall be enforceable to the fullest extent permissible under applicable law.

(f) Entire Agreement . This Agreement (together with the Confidentiality Agreement and the EHA) contains the entire understanding and agreement of the parties, and supersedes any and all other prior and/or contemporaneous understandings and agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, all of which are merged herein. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of either party, which are not embodied herein (or in the Confidentiality Agreement or the EHA), and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding (except those in the Confidentiality Agreement and the EHA).

(g) Amendments; Waiver . This Agreement may be modified, amended or waived only by an instrument in writing signed by the Company and the Executive; provided , however , that any such amendment or waiver shall be unanimously approved by the Board. No waiver of any provision hereof shall be valid unless made in writing and signed by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

(h) Headings; Counterparts . The headings contained in this Agreement are inserted for reference purposes only and shall not in any way affect the meaning, construction or interpretation of this Agreement. This Agreement may be executed in two (2) counterparts, each of which, when executed, shall be deemed to be an original, but both of which, when taken together, shall constitute one and the same document. Such counterparts may be executed and delivered by facsimile/e-mail transmission, which shall constitute valid execution and delivery.

(i) Right of Legal Representation . The Executive represents and warrants that the Executive has read this Agreement and the Executive understands that this is an important legal document the Executive hereby represents and warrants that the Executive has been advised of his right to seek independent legal counsel in connection with the negotiation and execution of this Agreement and that the Executive has either retained and has been represented by such legal counselor has knowingly and voluntarily waived his right to such legal counsel and desires to enter into this Agreement without the benefit of independent legal representation.

[ Remainder of page intentionally left blank .

[ Signature page immediately follows .]

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Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

IN WITNESS WHEREOF , each of the Company and the Executive has executed this Employment Agreement as of the date first above written.

Exhibit 10.7

EXECUTIVE CHAIRMAN AGREEMENT

THIS EXECUTIVE CHAIRMAN AGREEMENT (the “ Agreement ”) is made as of the 24th day of June, 2014 (the “ Effective Date ”) and is by and between HedgePath Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), and Frank E. O’Donnell. Jr., M.D. (the “ Executive Chairman ”).

WHEREAS, the Executive Chairman is presently serving in such capacity with the Company and in the capacity of director on the Company’s Board of Directors (the “Board of Directors”);

WHEREAS, as of the Effective Date, the Company and the Executive Chairman mutually desire to memorialize the terms under which the Executive Chairman will continue to serve in such capacity and as a director of the Company; and

WHEREAS, the Company, the Executive Chairman, Nicholas J. Virca, HedgePath LLC, and Mayne Pharma Ventures Pty Ltd, an Australian company ACN 168 896 357 (“Mayne Pharma”), are parties to that certain Equity Holders Agreement dated of even date herewith (the “EHA”) that, among other things, affects the parties’ employment relationship and contains certain conditions and limitations on the Executive Chairman’s right to purchase a portion of the Company’s capital stock.

NOW, THEREFORE, in consideration for the above recited promises and the mutual promises, agreements and covenants of the Company and the Executive Chairman contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Executive Chairman hereby agree as follows:

1. DUTIES AND EFFORT . The Company requires that the Executive Chairman be available to perform the duties of Executive Chairman customarily related to this function, including (a) acting as chairman of Board of Director’s and stockholder meetings, (b) acting as a liaison between the Company’s senior management and the Board of Directors and its committees, (c) advising the Company’s senior management on matters of Company operations and (d) otherwise performing the duties of Chairman of the Board, as well as such other customary duties the as may be determined and assigned by the Board of Directors and as may be required by the Company’s governing instruments, including its certificate of incorporation, bylaws and its corporate governance charters, each as amended or modified from time to time, and by applicable law, rule or regulation, including, without limitation, the Delaware General Corporation Law (the “ DGCL ”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “ SEC ”) and any exchange or quotation system on which the Company’s securities may be traded from time to time. The Executive Chairman agrees to devote such time as is reasonably and customarily necessary to perform completely his duties to the Company; provided that the Executive Chairman shall spend no less than twenty-five percent (25%) of his business time and attention on the affairs of the Company. The Executive Chairman will perform such duties described herein in accordance with the general fiduciary duty of executive officers and directors arising under the DGCL.

2. TERM . The term of this Agreement shall commence as of the Effective Date and shall continue until the date that the Executive Chairman is no longer serving as a member of the Board of Directors (as the same may be renewed with the approval of the Board of Directors and the Company’s stockholders), or upon his earlier death, incapacity, removal or resignation.

3. NO EMPLOYMENT RELATIONSHIP . This Agreement is not intended to create an employment relationship between the parties. Rather, it is their intention that the Executive Chairman shall be an independent contractor of the Company. The Executive Chairman shall be solely responsible for the payment or withholding of all federal, state, or local income taxes, social security taxes,

unemployment taxes, and any and all other taxes relating to the compensation he earns under this Agreement. The Executive Chairman shall indemnify and hold the Company harmless from any taxes, penalties, attorney’s fees, and costs incurred by the Company arising out of a breach by the Executive Chairman of the foregoing sentence. The Executive Chairman shall not be eligible to participate in any of the Company’s employee benefit plans.

4. COMPENSATION; EQUITY RESTRICTIONS .

(a) For services to be rendered by the Executive Chairman in any capacity hereunder, the Company agrees to pay the Executive Chairman the following compensation:

(i) a cash fee of $43,200 per annum, payable in accordance with prevailing Company policies for officers; provided, however , that such cash fee will automatically increase, on a prospective basis, to $72,000 per annum upon the closing of the Follow On Offering (as defined in the EHA).

(ii) an annual bonus (based on the Company’s fiscal year) in cash and/or in securities of the Company and/or otherwise. Such bonus, if any, shall be in an amount up to 50% of the Executive Chairman’s then-annual fee based on the achievement of such criteria as shall be approved by the Board of Directors or a designated committee thereof; provided, however , that the Executive Chairman must be engaged as the Company’s Executive Chairman on the last day of the fiscal year in question to be eligible to earn such a bonus.

(b) The compensation of the Executive Chairman (including any participation in the Company’s equity incentive plan) may be adjusted from time to time as agreed by the parties or as determined by the Compensation or other similar committee of the Board of Directors; provided , however , that the Executive Chairman’s participation in the Company’s equity incentive plan shall be subject to the terms of the EHA.

5. EXPENSES . In addition to the compensation provided in Section 3 hereof, the Company will reimburse the Executive Chairman for pre-approved reasonable business related expenses incurred in good faith in the performance of the Executive Chairman’s duties for the Company. Such payments shall be made by the Company in accordance with its normal policies for senior executives of the Company.

6. RESTRICTIONS RESPECTING CONFIDENTIAL INFORMATION, NON-COMPETITION, ETC.

(a) The Executive Chairman acknowledges and agrees that by virtue of his involvement with the business and affairs of the Company, he has developed and will continue to develop substantial expertise and knowledge with respect to all aspects of the business, affairs and operations of the Company and has had access to and will continue to have access to all significant aspects of the business and operations of the Company and to confidential and proprietary information of the Company. As such, the Executive Chairman acknowledges and agrees that the Company will be damaged if he were to breach or threaten to breach any of the provisions of this Section 6 or if he were to disclose or make unauthorized use of any confidential and proprietary information of the Company or otherwise engage in the activities prohibited by this Section 6. Accordingly, the Executive Chairman expressly acknowledges and agrees that he is knowingly and voluntarily entering into this Agreement, and that the terms, provisions and conditions of this Section 6 are fair and reasonable and necessary to adequately protect the Company and its business.

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(b) Concurrently with the execution of this Agreement, the Executive Chairman shall execute the Company’s standard form of Confidentiality and Intellectual Property Agreement (the “Confidentiality Agreement” ), the terms and provisions of which are incorporated herein by reference as binding and operative provisions of this Agreement.

(c) During the term of this Agreement and for one (1) year after the termination of this Agreement for any reason, the Executive Chairman shall not, directly or indirectly, anywhere within the United States, manage, operate or control, or participate in the ownership, management, operation or control of, or otherwise become materially interested in (whether as an owner, stockholder, lender, executive, employee, officer or director) any business (other than the Company) which is in the business of (i) utilizing pharmaceutical compounds to impact the hedgehog signaling pathway as a means of treating cancer in humans and/or (ii) utilizing pharmaceutical compounds containing itraconazole as the primary active ingredient as a means of treating cancer in humans (the “Business” ), or, directly or indirectly, induce or influence any person that has a business relationship with the Company or any of its subsidiaries or affiliates relating to the Business to discontinue or reduce the extent of such relationship. For purposes of this Agreement, the Executive Chairman shall be deemed to be directly or indirectly interested in a business if he is engaged or interested in that business as an owner, stockholder, lender, executive, employee, officer or director, but not if the Executive Chairman’s interest is limited solely to the ownership of not more than 4.99% of the securities of any class of equity securities of a corporation or other entity whose shares are listed or admitted to trade on a national securities exchange or are quoted on the Over the Counter Bulletin Board or similar public trading system.

(d) During the term of this Agreement, the Executive Chairman shall not, either directly or indirectly, whether on his own behalf or on behalf of any other individual or entity (other than the Company), solicit or attempt to solicit any client or actively sought prospective client of the Company for the purpose of providing such client or actively sought prospective client a product that is competitive with a product then offered or under development by the Company. For one (1) year after the termination of this Agreement for any reason, Executive will not, either directly or indirectly, whether on his own behalf or on behalf of any other individual or entity, solicit or attempt to solicit any client or actively sought prospective client of the Company with whom the Executive Chairman had Material Contact during the term of this Agreement for the purpose of providing such client or actively sought prospective client a product that is competitive with a product offered or under development by the Company as of the termination of this Agreement. For purposes of this Section 6(d), the Executive Chairman will be deemed to have had “Material Contact” with a client or actively sought prospective client of the Company if the Executive Chairman (i) dealt directly with the client or actively sought prospective client on behalf of the Company; (ii) coordinated or supervised the Company’s dealings with the client or actively sought prospective client; (iii) obtained confidential information about the client or actively sought prospective client as a result of this Agreement; or (iv) received compensation resulting directly from the Company’s sale of products to the client or actively sought prospective client.

(e) During the term of this Agreement and for one (1) year after the termination of this Agreement for any reason, the Executive Chairman shall not, directly or indirectly, solicit to employ, or employ for himself or others, any employee of the Company, or any subsidiary or affiliate of the Company, who was an officer, director or employee of, or consultant or advisor to, the Company, or any subsidiary or affiliate of the Company, as of the date of the termination of this Agreement or during the preceding six (6) month period, or solicit any such person to leave such person’s position or join the employ of, or act in a similar capacity with, another, then or at a later time.

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(f) The parties agree that nothing in this Agreement shall be construed to limit or negate the common law of torts, confidentiality, trade secrets, fiduciary duty and obligations where such laws provide the Company with any broader, further or other remedy or protection than those provided herein.

(g) Because the breach or any threatened breach of any of the provisions of this Section 6 may result in immediate and irreparable injury to the Company for which the Company may not have an adequate remedy at law, the Executive Chairman expressly agrees that the Company shall be entitled, in addition to all other rights and remedies available to it at law, in equity or otherwise, to a decree of specific performance of the restrictive covenants contained in this Section 6 and further to a temporary and permanent injunction enjoining such breach or threatened breach, in each case without the necessity of proving damages and without the necessity of posting bond or other security.

(h) In the event the Executive Chairman challenges this Agreement and an injunction or other relief is issued staying the implementation of any of the restrictions imposed by Section 6 hereof, the time remaining on the restrictions shall be tolled until the challenge is resolved by final adjudication, settlement or otherwise.

(i) The Executive Chairman acknowledges that the type and periods of restriction imposed by this Section 6 are fair and reasonable and are reasonably required for the protection of the legitimate interests of the Company and the goodwill associated with the business of the Company; and that the time, scope, geographic area and other provisions of this Agreement have been specifically negotiated by sophisticated commercial parties and are given as an integral part of the transactions contemplated hereby. If any of the covenants in this Section 6, or any part hereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants herein, which shall be given full effect, without regard to the invalid portions. In the event that any covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be judicially modified so as to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

7. TERMINATION . With or without cause, the Company and the Executive Chairman may each terminate this Agreement at any time upon 60 days’ written notice, and the Company shall be obligated to pay to the Executive Chairman the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the Board of Directors or stockholders of the Company from removing the Executive Chairman as permitted under the Company’s certificate of incorporation, bylaws and its corporate governance, each as amended or modified from time to time, pursuant to the EHA, and by applicable law, rule or regulation, including, without limitation, the DGCL.

8. INDEMNIFICATION . The Company shall indemnify the Executive Chairman in his capacity as an officer and director of the Company to the fullest extent permitted by applicable law against all debts, judgments, costs, charges or expenses incurred or sustained by the Executive Chairman in connection with any action, suit or proceeding to which the Executive Chairman may be made a party by reason of his being or having been an officer or director of the Company, or because of actions taken by the Executive Chairman which were believed by the Executive Chairman to be in the best interests of the Company, and the Executive Chairman shall be entitled to be covered by any directors’ and officers’ liability insurance policies which the Company may maintain for the benefit of its directors and officers, subject to the limitations of any such policies. The Company shall have the right to assume, with legal

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counsel of its choice, the defense of Executive in any such action, suit or proceeding for which the Company is providing indemnification to the Executive Chairman. Should the Executive Chairman determine to employ separate legal counsel in any such action, suit or proceeding, any costs and expenses of such separate legal counsel shall be the sole responsibility of the Executive Chairman. If the Company does not assume the defense of any such action, suit or other proceeding, the Company shall, upon request of the Executive Chairman, promptly advance or pay any amount for costs or expenses (including, without limitation, the reasonable legal fees and expenses of counsel retained by the Executive Chairman) incurred by the Executive Chairman in connection with any such action, suit or proceeding. The Company shall not be obligated to indemnify the Executive Chairman against any actions that constitute, in the reasonable discretion of the Board of Directors, an act of gross negligence or willful misconduct or contrary to the general indemnification provisions of the DGCL or the Company’s certificate of incorporation or bylaws.

9. AMENDMENTS; WAIVERS . No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Executive Chairman or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought; provided , however , that any such amendment or waiver shall be unanimously approved by the Board of Directors. No waiver of any breach with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent breach or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

10. NOTICES . All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided on the signature page hereto or such other contact information as the parties may have duly provided by notice.

11. GOVERNING LAW; EXCLUSIVE FORUM. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Delaware without reference to that state’s conflicts of laws principles. Any legal action involving the validity, interpretation, or breach of the terms of this Agreement shall be brought exclusively in the courts of the State of Florida located in Hillsborough County (or, if appropriate, the federal courts within the Middle District of Florida, seated in Hillsborough County). The parties hereby submit to the exclusive jurisdiction and venue of such courts, and they hereby irrevocably waive, to the fullest extent permitted by law, any objection they may now or hereafter have to the personal jurisdiction or venue of such courts or to any claim of inconvenient forum.

12. ASSIGNMENT . The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Executive Chairman under this Agreement are personal and therefore the Executive Chairman may not assign or delegate any right or duty under this Agreement without the prior written consent of the Company.

13. HEADINGS; CONSTRUCTION . The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

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14. NO THIRD-PARTY BENEFICIARIES . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

15. SEVERABILITY . If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

16. ENTIRE AGREEMENT. This Agreement (together with the Confidentiality Agreement and the EHA) contains the entire understanding and agreement of the parties, and supersedes any and all other prior and/or contemporaneous understandings and agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, all of which are merged herein. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of either party, which are not embodied herein (or in the Confidentiality Agreement or the EHA), and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding (except those in the Confidentiality Agreement and the EHA).

17. COUNTERPARTS . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes.

[Signature Page Follows]

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IN WITNESS WHEREOF , the parties hereto have caused this Executive Chairman Agreement to be duly executed and signed as of the day and year first above written.

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

Table of contents

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

Confidential Treatment Requested by HedgePath Pharmaceuticals, Inc.,

IRS Employer Identification No. 30-0793665

Confidential treatment requested with respect to certain portions hereof denoted with “***”

Details

Background