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Contribution Agreement

CONTRIBUTION AGREEMENT

This Contribution Agreement (this Agreement) is made and entered into as of September 13, 2006, by and among Tenby Pharma Inc., a Delaware corporation (Pubco), Sirion Therapeutics, Inc., a North Carolina corporation (the Company), and each of the shareholders of the Company listed on Schedule A attached hereto (each, a Contributor and collectively, the Contributors). Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto and incorporated herein by reference.

Whereas, the parties desire to set forth the terms and conditions pursuant to which: (i) each of the Contributors holding shares of Company Common Stock shall contribute all of its shares of Company Common Stock to Pubco in exchange for shares of Pubco Common Stock; and (ii) each of the Contributors holding shares of Company Series A Preferred Stock or Company Series A-1 Preferred Stock shall contribute all of its shares of Company Series A Preferred Stock and/or Company Series A-1 Preferred Stock to Pubco in exchange for shares of Pubco Series A Preferred Stock (the contributions referred to in clauses (i) and (ii) being collectively referred to herein as the Contribution);

Whereas, immediately following the execution and delivery of this Agreement by the parties hereto, Pubco is entering into that certain Series A Preferred Stock Purchase Agreement (the Purchase Agreement) with the investors listed on the signature pages thereto (collectively, the Purchasers), pursuant to which the Purchasers will purchase from Pubco shares of Pubco Series A Preferred Stock (the Stock Purchase); and

Whereas, insofar as the Contribution and the Stock Purchase (collectively, the Transfers) are being made pursuant to a single plan in exchange for shares of Pubco Common Stock and Pubco Series A Preferred Stock that will collectively represent at least 80% of the total combined voting power of all classes of Pubco voting stock and at least 80% of the total number of shares of all other classes of Pubco capital stock, it is intended that the Transfers qualify and are treated as a tax-free transfer under Section 351 of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the Code).

Now, Therefore, in consideration of the foregoing and the respective covenants, agreements and representations and warranties set forth herein, the parties to this Agreement, intending to be legally bound, hereby agree as follows:

Description of Contribution.

1.1 Contribution. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined below): (i) each of the Contributors holding shares of Company Common Stock shall contribute all of its shares of Company Common Stock to Pubco in exchange for that number of shares of Pubco Common Stock as is set forth in Section 1.3; and (ii) each of the Contributors holding shares of Company Series A Preferred Stock or Company Series A-1 Preferred Stock shall contribute all of its shares of Company

Series A Preferred Stock or Company Series A-1 Preferred Stock, as applicable, to Pubco in exchange for that number of shares of Pubco Series A Preferred Stock as is set forth in Section 1.3.

1.2 Closing; Effective Time. The consummation of the Contribution (the Closing) shall take place at the offices of Pubco at 10:00 a.m. Eastern Time (the Effective Time) on the date of this Agreement (the Closing Date).

1.3 Contribution Consideration. The following consideration shall be payable to the Contributors as a result of the Contribution: (i) 3,327,833 shares of Pubco Common Stock (the Aggregate Common Stock Consideration); and (ii) 1,672,036 shares of Pubco Series A Preferred Stock (the Aggregate Preferred Stock Consideration and, together with the Aggregate Common Stock Consideration, the Aggregate Contribution Consideration). Such Aggregate Contribution Consideration shall be payable to the Contributors as follows:

(a) Each share of Company Series A Preferred Stock held by a Contributor as of immediately prior to the Effective Time shall entitle such Contributor to receive, in accordance with Section 1.4, 13.7925 shares of Pubco Series A Preferred Stock (the Series A Per Share Contribution Consideration).

(b) Each share of Company Series A-1 Preferred Stock held by a Contributor as of immediately prior to the Effective Time shall entitle such Contributor to receive, in accordance with Section 1.4, 12.50 shares of Pubco Series A Preferred Stock (the Series A-1 Per Share Contribution Consideration).

(c) Each share of Company Common Stock held by a Contributor as of immediately prior to the Effective Time shall entitle such Contributor to receive, in accordance with Section 1.4, 12.50 shares of Pubco Common Stock (the Common Stock Per Share Contribution Consideration).

1.4 Delivery of Contribution Consideration.

(a) At the Closing: (i) the Contributors will provide to Pubco (1) completed and executed letters of transmittal in customary form for use in effecting the surrender of all Contributed Interests in exchange for the Applicable Per Share Contribution Consideration, and (2) all certificates representing the Contributed Interests held by such Contributors; and (ii) Pubco will provide to each Contributor (A) a Pubco stock certificate representing that number of shares of Pubco Series A Preferred Stock representing such Contributors portion of the Aggregate Preferred Stock Consideration (as determined in accordance with Section 1.3), and (B) a Pubco stock certificate representing that number of shares of Pubco Common Stock representing such holders portion of the Aggregate Common Stock Consideration (as determined in accordance with Section 1.3). In lieu of any fractional shares of Pubco Common Stock or Pubco Series A Preferred Stock that any Contributor would otherwise be entitled to receive, such Contributor shall be paid cash in an amount equal to the product of (1) the number of fractional shares of Pubco Common Stock or Pubco Series A Preferred Stock, as applicable, which such Contributor would otherwise be entitled to receive, multiplied by (2) $8.00.

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