exhibit 10. 40 sales force services agreement this sales force services agreement ( this “ agreement ” ), with an effective date of march 2, 2007, sets forth the terms and conditions between novartis consumer health, inc., 200 kimball drive, parsippany, n. j. 07054 ( hereafter “ novartis ” ), and barrier therapeutics, inc., 600 college road east, princeton, nj 08540 ( hereinafter “ barrier ” ). background : a. novartis has a pediatric professional sales force. b. novartis and barrier desire to enter into this agreement to provide the terms and conditions upon which barrier is engaging novartis to provide the sales force services as described herein. agreement : 1. 0 definitions 1. 1 “ affiliate ” shall mean any corporation or business entity controlled by, controlling, or under common control with a party to this agreement. for this purpose, “ control ” shall mean direct or indirect beneficial ownership of at least fifty percent ( 50 % ) of the voting stock or income interest in such corporation or other business entity, or such other relationship as, in fact, constitutes actual control. 1. 2 “ fda ” shall mean the us food and drug administration. 1. 3 “ fees ” shall mean the fair market value compensation payable to novartis in return for services ( fee for service agreement ). fees shall not include pass - through expenses. 1. 4 “ pass - through expenses ” shall mean the reasonable and necessary out - of - pocket costs and expenses actually incurred by novartis in providing services. 1. 5 “ product ” means the pharmaceutical product vusiontm ( 0. 25 % miconazole nitrate, 15 % zinc oxide, 81. 35 % white petrolatum ) ointment. 1. 5 “ product ” means the pharmaceutical product vusiontm ( 0. 25 % miconazole nitrate, 15 % zinc oxide, 81. 35 % white petrolatum ) ointment. 1. 6 “ project ” shall mean the complete task or set of tasks described in this agreement. 1. 7 “ representative ” shall mean any employee, subcontractor or agent of novartis providing sales calls pursuant to this agreement. 1. 8 “ services ” shall mean the responsibilities, obligations and activities which are to be performed by novartis, as they are described in this agreement. 1. 9 “ term ”