CONDITIONAL AMENDMENT NO. 3 TO MANUFACTURING AND COMMERCIALIZATION AGREEMENT
Information in this exhibit identified by [***] is confidential and has been excluded pursuant to Item 601(b)(10(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats and private and confidential.
Exhibit 10.3
CONDITIONAL AMENDMENT NO. 3 TO
MANUFACTURING AND COMMERCIALIZATION AGREEMENT
This Conditional Amendment No. 3 (“Amendment”) to the Agreement (as defined below) is made and entered into as of June 24, 2024 (“Amendment Effective Date”), by and between Corium Innovations, Inc., a Delaware corporation having its principal place of business at 0000 00xx Xxxxxx, X.X., Xxxxx Xxxxxx, XX 00000, including its Affiliates (“Corium”), Agile Therapeutics, Inc., a Delaware corporation, having its principal place of business at 000 Xxxxxxx Xx. East, Suite 310 Princeton, NJ 08540, including its Affiliates (“Agile”), and Exeltis USA Inc., a New Jersey having its principle place of business at 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxx, XX, 00000 (“Exeltis”), in its capacity as the prospective purchaser of Agile (together, the “Parties”), and amends that certain Manufacturing and Commercialization Agreement, entered into as of April 30, 2020, by and between Corium and Agile (the “Original Agreement”), as amended by Amendment No. 1 entered into as of July 25, 2022 (“Amendment 1”) and Amendment No. 2 entered into as of May 13, 2024 (“Amendment 2”; the Original Agreement as amended by Amendment 1 and Amendment 2, the “Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
WHEREAS, Xxxxx engaged Corium to Manufacture and supply Product to Agile in accordance with the Agreement;
WHEREAS, Corium, Agile and its prospective purchaser, Exeltis, desire to amend the Agreement, in accordance with Section 12.1 of the Agreement, to account for Exeltis’s current projected production requirements for the Product and the associated cost of goods, amongst other matters;
WHEREAS, the Parties agree that this Amendment is conditional on the closing of the Acquisition (as defined below) and that the terms recited herein will only become binding and effective at the time of the closing of the Acquisition.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
[***] | $ [***] | ||
[***] | [***] | ||
[***] | [***] | ||
Subtotal | $ 5,062,998.84 | ||
(together, “the Outstanding Invoices”)
If the amounts set forth above for the Outstanding Invoices have not been paid in full by July 15, 2024, Corium shall be entitled to terminate this Amendment, and render it null, void, and of no force or effect, upon written notice to Agile and Exeltis. For clarity, notwithstanding anything to the contrary, and without limitation of the preceding portion of this Section 3, to the extent the amounts set forth in the Outstanding Invoices have not been paid before Closing, the balance thereof shall be paid by Agile upon Closing.
Part Number | Item | Qty | Total Cost |
[***] | [***] | [***] | [***] |
[Signature page to follow.]
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this Amendment to be duly executed.
Exeltis USA, Inc. | |
By: | /s/ Xxxxxx Xxxxx |
Name: | Xxxxxx Xxxxx |
Title: | President |
Date: | 6/25/24 |
Corium, Inc. | | Agile Therapeutics, Inc. | ||
By: | /s/ Xxxx Xxxxx | | By: | /s/ Xx Xxxxxxxx |
Name: | Xxxx Xxxxx | | Name: | Xx Xxxxxxxx |
Title: | President | | Title: | Chairperson and CEO |
Date: | 6/25/24 | | Date: | 6/25/24 |
ATTACHMENT 1
Exhibit A
Guaranteed Minimum Billed Revenue
[***]
ATTACHMENT 2
Exhibit B
Commercial Terms
[***]
