5,000,000 Shares Collegium Pharmaceutical, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2016 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • New York
Introductory. Collegium Pharmaceutical, Inc., a Virginia corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 5,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 Shares as provided in Section 2. The additional 750,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and Piper Jaffray & Co. (“Piper Jaffray”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. T
par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • March 13th, 2017 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • New York
Collegium Pharmaceutical, Inc., a Virginia corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Collegium Pharmaceutical, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee INDENTURE Dated as of February 10, 2023 2.875% Convertible Senior Notes due 2029Indenture • February 13th, 2023 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of February 10, 2023, between Collegium Pharmaceutical, Inc., a Virginia corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2018 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 1, 2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and COLLEGIUM PHARMACEUTICAL, INC., a Virginia corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, and replaces, the terms of (and obligations outstanding under) that certain Loan and Security Agreement between Borrower and Bank dated as of August 28, 2012, as amended by that certain First Amendment to Loan and Security Agreement dated as of January 31, 2014, by and between Borrower and Bank, as further amended by that certain Assumption and Second Amendment to Loan and Security Agreement dated as of August 12, 2014, by and between Borrower and Bank, as further amended by that certain Third
AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022Agreement and Plan of Merger • February 14th, 2022 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Delaware
ContractCollegium Pharmaceutical, Inc • April 2nd, 2015 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
COLLEGIUM PHARMACEUTICAL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations
Collegium Pharmaceutical, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2014 Stock Incentive Plan (the “Plan”). The terms and conditions attached hereto are also a part hereof.
COLLEGIUM PHARMACEUTICAL, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of February 13, 2020Collegium Pharmaceutical, Inc • February 13th, 2020 • Pharmaceutical preparations • New York
INDEMNITY AGREEMENTIndemnity Agreement • April 27th, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Virginia
This Indemnification Agreement (“Agreement”) is made as of April , 2015, by and between Collegium Pharmaceutical, Inc., a Virginia corporation (the “Company”), and (“Indemnitee”).
LOAN AGREEMENT Dated as of February 6, 2020Loan Agreement • February 10th, 2020 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of February 6, 2020 (the “Effective Date”) by and among COLLEGIUM PHARMACEUTICAL, INC., a Virginia corporation (as “Borrower”), the Guarantors from time to time party hereto, BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales (as the “Collateral Agent” and a “Lender”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership (as a “Lender”), provides the terms on which each Lender shall make, and Borrower shall repay, the Credit Extensions (as hereinafter defined). The parties hereto agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2022 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between COLLEGIUM PHARMACEUTICAL, INC. (the “Company”) and THOMAS SMITH (the
COLLEGIUM PHARMACEUTICAL, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 13, 2020 2.625% Convertible Senior Notes due 2026 CROSS REFERENCE TABLE*Indenture • February 13th, 2020 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • New York
This Supplemental Indenture (as defined below) is being executed and delivered pursuant to Sections 2.1 and 2.2 of the Base Indenture to establish the terms, and provide for the issuance, of a new series of Securities (as defined in the Base Indenture) constituting the Company’s 2.625% Convertible Senior Notes due 2026 (the “Notes”).
2.625% Convertible Senior Notes due 2026 Collegium Pharmaceutical, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2020 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • New York
Change If a make-whole fundamental change occurs and the conversion date for the conversion of a Note occurs during the related make-whole fundamental change conversion period, then, subject to the provisions described in the Preliminary Prospectus Supplement under the caption “Description of Notes—Conversion Rights—Increase in Conversion Rate in Connection with a Make-Whole Fundamental Change,” the conversion rate applicable to such conversion will be increased by a number of shares set forth in the table below corresponding (after interpolation, as described below) to the make-whole fundamental change effective date and the stock price of such make-whole fundamental change:
ContractCollegium Pharmaceutical, Inc • April 2nd, 2015 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
COLLEGIUM PHARMACEUTICAL, INC. Restricted Stock Award Agreement Under 2012 Stock Incentive PlanRestricted Stock Award Agreement Under 2012 Stock Incentive Plan • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of July 18, 2012 (the “Grant Date”) by and between Collegium Pharmaceutical, Inc., a Delaware corporation (the “Company”), and Gino Santini (the “Participant”).
SUBORDINATION AGREEMENTSubordination Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • California
This Subordination Agreement (the “Agreement”) is made as of December 2, 2014, by and between each of the undersigned creditors named on the signature pages hereto (each a “Creditor” and, collectively, the “Creditors”), COLLEGIUM PHARMACEUTICAL, INC., a Virginia corporation (“Borrower”), and SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 (“Bank”).
COMMON STOCK PURCHASE WARRANT COLLEGIUM PHARMACEUTICAL, INC.Collegium Pharmaceutical, Inc • November 8th, 2018 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Assertio Therapeutics, Inc., a Delaware corporation, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 8, 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. New York City time on November 8, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Collegium Pharmaceutical, Inc., a Delaware corporation (the “Company”), up to 1,041,667 shares ((as subject to adjustment hereunder), the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COLLEGIUM PHARMACEUTICAL, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations
Collegium Pharmaceutical, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2014 Stock Incentive Plan (the “Plan”). The terms and conditions attached hereto are also a part hereof.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 10th, 2020 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • New York
This Asset Purchase Agreement, dated as of February 6, 2020 (the “Effective Date”), by and between Assertio Therapeutics, Inc., a Delaware corporation (“Seller”) and Collegium Pharmaceutical, Inc., a Virginia corporation (“Purchaser”).
COLLEGIUM PHARMACEUTICAL, INC. Series B Convertible Preferred Stock Purchase Agreement Dated as of February10, 2012Convertible Preferred Stock Purchase Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Delaware
This Series B Convertible Preferred Stock Purchase Agreement (“Agreement”) dated as of February 10, 2012 is entered into by and among Collegium Pharmaceutical, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (each a “Purchaser” and collectively, the “Purchasers”). In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:
ContractSubordination Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Virginia
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED ON OR ABOUT NOVEMBER , 2014 BY AND AMONG SILICON VALLEY BANK, COLLEGIUM PHARMACEUTICAL, INC. AND THE HOLDER OF THIS INSTRUMENT AND HOLDERS OF OTHER INSTRUMENTS OF LIKE TENOR. THE HOLDER OF THIS INSTRUMENT AND BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS NOTE AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL.
COLLEGIUM PHARMACEUTICAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Virginia
This Indemnification Agreement (“Agreement”) is effective as of , 2014 by and between Collegium Pharmaceutical, Inc., a Virginia corporation (the “Company”), and (“Indemnitee”).
780 DEDHAM STREET CANTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN 780 DEDHAM STREET HOLDINGS, LLC (“LANDLORD”) AND COLLEGIUM PHARMACEUTICAL, INC. (“TENANT”)Office Lease Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations
This Office Lease Agreement (the “Lease”) is made and entered into as of the 28nd day of August, 2012, by and between 780 DEDHAM STREET HOLDINGS, LLC, a Maryland limited liability company (“Landlord”) and COLLEGIUM PHARMACEUTICAL, INC., a Delaware corporation (“Tenant”).
Collegium Pharmaceutical, Inc. Canton, MA 02021Collegium Pharmaceutical, Inc • April 2nd, 2015 • Pharmaceutical preparations
This letter will confirm our agreement that due to our ownership of shares of Preferred Stock of Collegium Pharmaceutical, Inc., a Virginia corporation (the “Company”), (the “Investor”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the Company:
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2016 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between COLLEGIUM PHARMACEUTICAL, INC. (the “Company”) and Douglas Carlson (the “Executive”).
ASSUMPTION AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations
This Assumption and Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 12th day of August, 2014, by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and COLLEGIUM PHARMACEUTICAL, INC., a Virginia corporation with an office located at 780 Dedham Street, Suite 800, Canton, Massachusetts 02021 (“Borrower”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of the date set forth above (the “Effective Date”) by and between SILICON VALLEY BANK (“Bank”), and the borrower named above (“Borrower”). Capitalized terms used but not otherwise defined herein shall have the meanings given them on Schedule C. The parties agree as follows:
Collegium Pharmaceutical, Inc. Noncompetition, Confidentiality and Inventions AgreementConfidentiality and Inventions Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations
In consideration of my employment (“Employment”) by Collegium Pharmaceutical, Inc. or its subsidiaries (together, the “Company”), I, Michael Heffernan, agree as follows:
LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • August 11th, 2016 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • New York
This License and Development Agreement (“Agreement”) is made as of May 11, 2016 (the “Effective Date”) by and between BioDelivery Sciences International, Inc., a Delaware corporation with its principal offices at 4131 Parklake Avenue, Suite 225, Raleigh, North Carolina 27612 (“Parent”), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with an office at the same address (“Arius”, and together with Parent, “BDSI”), and Collegium Pharmaceutical, Inc., a Virginia corporation with its principal office at 780 Dedham Street, Suite 800, Canton, MA 02021 (“Collegium”). BDSI and Collegium are sometimes referred to collectively herein as the “Parties” or singly as a “Party.”
COMMERCIALIZATION AGREEMENT by and among DEPOMED, INC., COLLEGIUM PHARMACEUTICAL, INC. and COLLEGIUM NF, LLC Dated as of December 4, 2017Commercialization Agreement • March 7th, 2018 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • New York
This Commercialization Agreement (this “Agreement”) is made as of December 4, 2017 (the “Effective Date”), by and among Depomed, Inc., a California corporation (“Depomed”), Collegium Pharmaceutical, Inc., a Virginia corporation (“Collegium”), and Collegium NF, LLC, a Delaware limited liability company and wholly owned subsidiary of Collegium (“Newco”). Each of Depomed, Collegium and Newco is referred to herein individually as a “party” and collectively as the “parties.”
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Virginia
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of November 14, 2014 by and among Collegium Pharmaceutical, Inc., a Virginia corporation (the “Company”), and the persons or entities listed as purchasers and set forth on the signature page hereof (the “Purchasers”).
COLLEGIUM PHARMACEUTICAL, INC. Series C Convertible Preferred Stock Purchase Agreement Dated as of August 27, 2013Convertible Preferred Stock Purchase Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Delaware
This Series C Convertible Preferred Stock Purchase Agreement (“Agreement”) dated as of August 27, 2013 is entered into by and among Collegium Pharmaceutical, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto together with any individuals and entities who become parties to this Agreement by executing and delivering a financing signature page in the form of Schedule B hereto (each a “Purchaser” and collectively, the “Purchasers”). In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:
COLLEGIUM PHARMACEUTICAL, INC. Non-Statutory Stock Option Agreement Under 2014 Stock Incentive PlanStatutory Stock Option Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations
This option is awarded pursuant to the Agreement and Plan of Merger dated as of July 10, 2014 between the Company and Collegium Pharmaceutical, Inc., a Delaware corporation that merged with and into the Company (“Collegium Delaware”), in replacement of the incentive stock option (the “Original Option”) granted to Participant on the grant date of the Original Option as set forth above under Collegium Delaware’s 2002 Amended and Restated Stock Option Plan. Participant acknowledges and agrees that this option terminates, cancels and supersedes the Original Option.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this31st day of October, 2014, by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and COLLEGIUM PHARMACEUTICAL, INC., a Virginia corporation with an office located at 780 Dedham Street, Suite 800, Canton, Massachusetts 02021 (“Borrower”).
COLLEGIUM PHARMACEUTICAL, INC. AMENDMENT NO. 1 TO THE SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • April 2nd, 2015 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations
This Amendment No. 1 dated as of January 29, 2015 (this “Amendment”) to the Sixth Amended and Restated Stockholders Agreement dated as of July 11, 2014 (the “Agreement”), is entered into by and among Collegium Pharmaceutical, Inc., a Virginia corporation (the “Company”), the Investors (as defined in the Agreement) and the Holders (as defined in the Agreement). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
