Exhibit 10.9

Execution Version

AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT

This AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2023 (the “Effective Date”), by and between Novan, Inc., a Delaware corporation (“Novan”), LNHC, Inc., a Delaware corporation (“LNHC”), and Reedy Creek Investments LLC, a North Carolina limited liability company (“Reedy Creek”). Novan, LNHC and Reedy Creek are also referred to individually as a “Party” and together as the “Parties”.

WHEREAS, Novan and Reedy Creek previously entered into that certain Royalty and Milestone Payments Purchase Agreement, effective as of April 29, 2019 (as amended, restated or modified from time to time, the “Royalty Agreement”);

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Royalty Agreement;

WHEREAS, Novan has provided notice to Reedy Creek that, pursuant to the transactions contemplated by that certain Amended and Restated Asset Purchase Agreement, dated as of September 1, 2023, by and between Novan, EPI Health, LLC, a South Carolina limited liability company, and Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”) (as amended, restated or otherwise modified, the “Asset Purchase Agreement”), Novan has agreed to assume and assign the Royalty Agreement to Ligand;

WHEREAS, following the execution and delivery of the Asset Purchase Agreement, Ligand has assigned to LNHC all of its right, title and interest in, to and under the Asset Purchase Agreement to LNHC, and LNHC assumed all of Ligand’s obligations thereunder;

WHEREAS, Novan wishes to assume and assign, transfer and convey, and LNHC wishes to accept and take assignment of, Novan’s contractual obligations under the Royalty Agreement;

WHEREAS, concurrent with the assumption and assignment of the Royalty Agreement, the Parties wish to amend the Royalty Agreement in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the promises and covenants herein, the Parties agree as follows:

S ECTION 1

A MENDMENTS

Effective as of the consummation of the transactions contemplated by the Asset Purchase Agreement (the “Closing”):

“2.9 Treatment of Payments to Ligand. Notwithstanding anything to the contrary herein, Reedy Creek acknowledges and agrees that, for all purposes under this Agreement, the amounts payable by LNHC to Reedy Creek pursuant to this Article 2 in respect of the SB206 Product (and, as applicable, the corresponding calculations of SB206 Net Sales, SB206 Net Milestones, and SB206 Net Royalties) (a) are intended to be calculated net of the amount of any royalty payments and any collections, recoveries, payments, supplements or other compensation made in lieu thereof and any other remuneration of any kind payable by Novan (or, after giving effect to the Closing, LNHC) that would be payable to Ligand with respect to the SB206 Product pursuant to that certain Development Funding and Royalties Agreement, dated as of May 4, 2019 (as in effect on the Effective Date), to which Ligand and Novan are each a party (the “Ligand Agreement”), and (b) shall not be affected or deemed modified in any respect by reason of Ligand being an Affiliate of LNHC. Reedy Creek further acknowledges and agrees that, if for any reason Ligand causes LNHC to cease to make actual disbursements of cash (whether by wire transfer, check or otherwise) in respect of payments to Ligand pursuant to the Ligand Agreement (whether for accounting, tax or other reasons), the calculation of the amounts payable by LNHC to Reedy Creek pursuant to this Article 2 in respect of the Products (and, as applicable, the corresponding calculations of SB206 Net Sales, SB206 Net Milestones and SB206 Net Royalties ) shall not be affected or deemed modified in any respect. For the avoidance of doubt, any Milestone Payments (as defined in the Ligand Agreement) payable or paid to Ligand pursuant to and in accordance with Section 4.2 of the Ligand Agreement will not reduce or affect the calculation of Net Sales, SB204 Net Milestones or SB414 Net Milestones for purposes of this Agreement.”

If to LNHC:

c/o Ligand Pharmaceuticals Incorporated
3911 Sorrento Valley Boulevard, Suite 110
San Diego, CA 92121 

Attention: Chief Financial Officer
Email: mkorenberg@ligand.com

with copies (which shall not constitute notice) to:

Ligand Pharmaceuticals Incorporated 

3911 Sorrento Valley Boulevard, Suite 110

San Diego, CA 92121 

Attention: General Counsel

Email: areardon@ligand.com

and

Morgan, Lewis & Bockius LLP

101 Park Avenue 

New York, NY 10178

Attention: Craig Wolfe 

Email: craig.wolfe@morganlewis.com

S ECTION 2 

A SSIGNMENT AND ASSUMPTION

S ECTION 3 

M ISCELLANEOUS

[Signature Page Follows]

The persons signing this Agreement represent that they have the full power and authority to enter into this Agreement and further represent that they have been duly authorized to enter into this Agreement.

	NOVAN, INC.
	By:
	Name: Paula Brown Stafford
	Title: President, Chief Executive Officer, and Chairman

[Signature Page to Amendment, Assignment and Assumption Agreement] 

	LNHC, INC.
	By:
	Name: Matthew Korenberg
	Title:   President

[Signature Page to Amendment, Assignment and Assumption Agreement] 

	REEDY CREEK INVESTMENTS LLC
	By:
	Name: David B. Keim
	Title:   Company Secretary and Chief Legal Officer

[Signature Page to Amendment, Assignment and Assumption Agreement]