AMENDMENT N° 1 TO THE AMENDED AND RESTATED LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • December 26th, 2006 • Columbia Laboratories Inc • Pharmaceutical preparations
THIS AMENDMENT N° 1 TO THE AMENDED AND RESTATED LICENSE AND SUPPLY AGREEMENT (the “Amendment”) effective as of the Closing Date, is made and entered into by and between Columbia Laboratories (Bermuda) Limited, a corporation organized and existing under the laws of Bermuda (“Licensor”) and Ares Trading S.A., a corporation organized and existing under the laws of Switzerland (“Licensee”). Licensor and Licensee may be referred to herein as a “Party” or, collectively, as “Parties.”
ContractConvertible Subordinated Note • December 26th, 2006 • Columbia Laboratories Inc • Pharmaceutical preparations • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT AN OPINION IS REQUIRED PURSUANT TO THE AGREEMENT UNDER WHICH THE NOTE WAS ISSUED.
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “***.” AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION.Confidentiality Agreement • December 26th, 2006 • Columbia Laboratories Inc • Pharmaceutical preparations • New York
THIS AGREEMENT (this “Agreement”) is entered into as of December 21, 2006, by and among Ares Trading S.A., a company constituted and existing under the laws of Switzerland (“Ares”), Serono, Inc., a corporation organized and existing under the laws of the State of Delaware (“Serono”), Columbia Laboratories, Inc., a corporation organized and existing under the laws of the State of Delaware (“Columbia”), and Columbia Laboratories (Bermuda), Ltd., a corporation organized and existing under the laws of Bermuda (“Columbia Bermuda”). Each of Ares, Serono, Columbia and Columbia Bermuda shall be a “Party” and are collectively referred to herein as the “Parties.”
COLUMBIA LABORATORIES, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • December 26th, 2006 • Columbia Laboratories Inc • Pharmaceutical preparations • New York
This Certifies That, for value received, , with its principal office at , or its permitted assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Columbia Laboratories, Inc., a Delaware corporation, with its principal office at 354 Eisenhower Parkway, Livingston, New Jersey 07039 (the “Company”), up to shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), subject to adjustment as provided herein. This Warrant is one of a series of Warrants being issued pursuant to the terms of the Securities Purchase Agreement (the “SPA Warrants”), as of December 22, 2006, by and among the Company and the original Holder of this Warrant and the other parties named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 26th, 2006 • Columbia Laboratories Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of December 21, 2006, is made by and among Columbia Laboratories, Inc., a Delaware corporation (the “Company”), and the Purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “Purchaser” and collectively, the “Purchasers”).
