May 17, 2018 CONFIDENTIAL Gurnet Point Capital, LLC Cambridge, MA 02142 Ladies and Gentlemen:Gurnet Merger Sub, Inc. • October 26th, 2018 • Pharmaceutical preparations
In connection with the consideration of a possible negotiated transaction between Gurnet Point Capital, LLC (“GPC”) and Corium International, Inc. (the “Company,” and, together with GPC, the “Parties” and each of them, a “Party”), each Party has furnished or may furnish to the other Party certain information that is proprietary, non-public and/or confidential concerning it, its affiliates or subsidiaries and/or its business, including Confidential Information. Any such possible negotiated transaction involving the parties is referred to herein as a “Transaction.”
Gurnet Point L.P. Cambridge, MA 02142Gurnet Merger Sub, Inc. • October 26th, 2018 • Pharmaceutical preparations • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Gurnet Holding Company, a Delaware corporation (“Parent”), Gurnet Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and Corium International, Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, Parent will acquire the Company by merging Merger Sub with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms herein used but not defined shall have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered by the undersigned (the “Investor”) to the Company in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.
