5,600,000 Shares of Common Stock Corium International, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2017 • Corium International, Inc. • Pharmaceutical preparations • New York
CORIUM INTERNATIONAL, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 30th, 2015 • Corium International, Inc. • Pharmaceutical preparations • New York
Corium International, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 3rd, 2014 • Corium International, Inc. • Pharmaceutical preparations
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 31, 2012 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CORIUM INTERNATIONAL, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of , 20 is made by and between Corium International, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
CORIUM INTERNATIONAL, INC. and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • March 5th, 2018 • Corium International, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of March 5, 2018, between Corium International, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
DEVELOPMENT, LICENSE AND COMMERCIALIZATION AGREEMENTDevelopment, License and Commercialization Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • New York
This Development, License and Commercialization Agreement (this “Agreement”) is entered into as of October 18, 2006 (the “Effective Date”) between Corium International, Inc., a Delaware corporation having its principal place of business at 2686 Middlefield Road, Redwood City, CA 94063, (“Corium”), and Agile Therapeutics, Inc., a Delaware corporation, having its principal place of business at 366 Wall Street, Princeton, NJ 08540, (“Agile”).
TERM LOAN AGREEMENT dated as of July 13, 2012 between Corium International, Inc. as Borrower, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, and Capital Royalty Partners II L.P., Capital Royalty Partners II — Parallel Fund “A” L.P. and...Term Loan Agreement • March 3rd, 2014 • Corium International, Inc. • Pharmaceutical preparations • New York
TERM LOAN AGREEMENT, dated as of July 13, 2012 (this “Agreement”), among Corium International, Inc., a Delaware corporation (the “Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
ContractSupply Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • Ontario
[*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • December 29th, 2017 • Corium International, Inc. • Pharmaceutical preparations • California
This Change in Control and Severance Agreement (the “Agreement”) is entered into by and between ___________________ (the “Executive”) and Corium International, Inc., a Delaware corporation (the “Company”), on _________ __, 20__, and is effective as of _________ __, 20__ (the “Effective Date”).
DEVELOPMENT, MANUFACTURING AND COMMERCIALIZATION AGREEMENTAnd Commercialization Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • New York
This Development, Manufacturing and Commercialization Agreement (the “Agreement”) is entered into as of May 5, 2004 (the “Effective Date”) between Corium International, Inc., a Delaware corporation having its principal place of business at 2686 Middlefield Road, Redwood City, CA 94063 and its manufacturing operations at 4558 50th Street, S.E., Grand Rapids, MI 49512, including its Affiliates (“Corium”), and Barr Laboratories, Inc., a Delaware corporation, having its principal place of business at 2 Quaker Road, Pomona, New York 10970-0519, including its Affiliates (including but not limited to Duramed Pharmaceuticals, Inc.) (“Barr”).
CORIUM INTERNATIONAL, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • California
This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of September 20, 2007, by and among Corium International, Inc., a Delaware corporation (the “Company”), and the individuals and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
LICENSE AGREEMENTLicense Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is effective as of the 13th day of June, 2005 (the “Effective Date”), between Corium International, Inc. (“Corium”), located at 2686 Middlefield Rd., Suite G, Redwood City, California 94063 and The Procter & Gamble Company (hereinafter along with its Affiliates, referred to as “P&G”) located at One Procter & Gamble Plaza, Cincinnati, Ohio 45202. P&G and Corium may each be referred to as a “Party” and collectively as the “Parties.”
PRODUCT DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENTLicense Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • Florida
THIS PRODUCT DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is made as of May 11th, 2002 (the “Effective Date”), by and between Abrika LLLP, a Florida limited liability limited partnership (“Abrika”), with offices at 3320 Fairfield Lane, Weston, FL 33331, and Corium International, Inc., a Delaware corporation having a place of business at 2686 Middlefield Road, Suite G, Redwood City, CA 94063 (“Corium”; together with Abrika, the “Parties”).
MANUFACTURING AND SUPPLY AGREEMENT FOR TRANSDERMAL FENTANYLManufacturing and Supply Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • Florida
THIS MANUFACTURING AND SUPPLY AGREEMENT (the “Agreement”) is made as of November 12th, 2003 (the “Effective Date”), by and between Abrika LLLP, a Florida limited liability limited partnership (“Abrika”), with offices at 13800 N.W. 2nd St., Suite 190, Florida 33325 and Corium International, Inc., a Delaware corporation having a place of business at 2686 Middlefield Road, Suite G, Redwood City, CA 94063 (“Corium”; together with Abrika, the “Parties”).
AMENDED AND RESTATED SETTLEMENT AGREEMENTSettlement Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Settlement Agreement (the “Agreement”) is entered into and made effective as of November 6, 2012 (the “Effective Date”) by and between Actavis South Atlantic LLC, a Delaware limited liability company having offices at 60 Columbia Road, Morristown, New Jersey 07960 (“Actavis”), and Corium International, Inc., a Delaware corporation having offices located at 235 Constitution Drive, Menlo Park, CA 94025 (“Corium”). Actavis and Corium are each hereafter sometimes referred to as a “Party” and together are referred to as the “Parties” under this Agreement.
DEVELOPMENT, MANUFACTURING AND COMMERCIALIZATION AGREEMENTAnd Commercialization Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • New York
This Development, Manufacturing and Commercialization Agreement (the “Agreement”) is entered into as of August 14, 2006 (the “Effective Date”) between Corium International, Inc., a Delaware corporation having its principal place of business at 2686 Middlefield Road, Redwood City, CA 94063 and its manufacturing operations at 4558 50th Street, S.E., Grand Rapids, MI 49512, including its Affiliates (“Corium”), and Barr Laboratories, Inc., a Delaware corporation, having its principal place of business at 400 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, including its Affiliates (including but not limited to Duramed Pharmaceuticals, Inc.) (“Barr”).
AGREEMENT AND PLAN OF MERGER among CORIUM INTERNATIONAL, INC., GURNET HOLDING COMPANY, and GURNET MERGER SUB, INC. OCTOBER 11, 2018Agreement and Plan of Merger • October 11th, 2018 • Corium International, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 11, 2018, is entered into by and among Corium International, Inc., a Delaware corporation (the “Company”), Gurnet Holding Company, a Delaware corporation (“Parent”) and Gurnet Merger Sub, Inc., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (“Merger Sub”).
LEASELease • March 3rd, 2014 • Corium International, Inc. • Pharmaceutical preparations • Michigan
THIS LEASE is made and executed this 5th day of April, 2004, between, FIRCO ASSOCIATES L.L.C., a Michigan limited liability company, of Suite 1, 4380 Brockton SE, Grand Rapids, Michigan 49512, as “Landlord”, and CORIUM INTERNATIONAL, INC. a Delaware corporation, of 4558 — 50th Street SE, Grand Rapids, MI 49512, as “Tenant”.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 11th, 2018 • Corium International, Inc. • Pharmaceutical preparations • Delaware
This Tender and Support Agreement (this “Agreement”) is made and entered into as of October 11, 2018, by and among Gurnet Holding Company, a Delaware corporation (“Parent”), Gurnet Merger Sub, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Parent (“Merger Sub”), and each Person set forth in Schedule A hereto (each, a “Stockholder”).
Assignment and Assumption AgreementAssignment and Assumption Agreement • March 3rd, 2014 • Corium International, Inc. • Pharmaceutical preparations • Delaware
This Assignment and Assumption Agreement (the “Agreement”) is dated as of November 6, 2012 by and between ACTAVIS SOUTH ATLANTIC LLC, a Delaware limited liability company (“Assignor”), and PAR PHARMACEUTICAL INC., a Delaware corporation (“Assignee”). This Agreement is subject to, contingent upon, and shall become effective on the date (the “Effective Date”) on which the transactions contemplated in connection with the closing of the Acquisition (as defined below) are consummated.
BUSINESS PARK LEASEBusiness Park Lease • March 3rd, 2014 • Corium International, Inc. • Pharmaceutical preparations • California
THIS LEASE is made this 13th day of October, 2006, between DAVID D. BOHANNON ORGANIZATION, a California corporation, herein referred to as “Landlord,” and CORIUM INTERNATIONAL, INC., a Delaware corporation, herein referred to as “Tenant”.
LEASELease • March 3rd, 2014 • Corium International, Inc. • Pharmaceutical preparations • Michigan
THIS LEASE (“Lease”) is made and executed this 30th day of April, 2012, between 4741 Talon Court L.L.C., a Michigan limited liability company, of One Riverfront Plaza, 55 Campau Ave NW, Grand Rapids, Michigan 49503, as “Landlord”, and Corium International, Inc., a Delaware corporation, of 4558 50th Street SE, Grand Rapids, MI 49512, as “Tenant”.
LEASE AMENDMENT #1Corium International, Inc. • May 13th, 2016 • Pharmaceutical preparations
THIS AMENDMENT TO LEASE (“Amendment”) is made this 10th day of May, 2016 between 4741 Talon Court, L.L.C., a Michigan limited liability company, of One Riverfront Plaza, 55 Campau Avenue NW, Grand Rapids, Michigan 49503, as “Landlord”, and Corium International, Inc., a Delaware corporation, of 4558 40th Street SE, Grand Rapids, MI 49512, as “Tenant”.
AMENDMENT AGREEMENT No. 1Agreement • December 16th, 2015 • Corium International, Inc. • Pharmaceutical preparations • New York
THIS AMENDMENT AGREEMENT No. 1 (this “Amendment”), dated as of November 11, 2015, is made among Corium International, Inc., a Delaware corporation (the “Borrower”), and the Lenders listed on the signature pages hereof under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”).
ContractSupply Agreement • August 12th, 2014 • Corium International, Inc. • Pharmaceutical preparations • Ontario
[*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • December 15th, 2014 • Corium International, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of November 14, 2014 (this “Agreement”), among Corium International, Inc., a Delaware corporation (the “Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
First Supplemental Indenture Dated as of November 27, 2018 to the Indenture Dated as of March 5, 2018First Supplemental Indenture • November 27th, 2018 • Corium International, Inc. • Pharmaceutical preparations • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 27, 2018, is by and between Corium International, Inc., a Delaware corporation (the “Company”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
AMENDMENT TO LEASECorium International, Inc. • December 16th, 2015 • Pharmaceutical preparations • California
THIS AMENDMENT TO LEASE is made this 9th day of September, 2015 (the “Amendment Effective Date”), between DAVID D. BOHANNON ORGANIZATION, a California corporation, herein referred to as "Landlord", and CORIUM INTERNATIONAL, INC., a Delaware corporation, herein referred to as "Tenant".
ContractSupply Agreement • August 11th, 2017 • Corium International, Inc. • Pharmaceutical preparations • Ontario
[*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
AMENDMENTCorium International, Inc. • January 20th, 2017 • Pharmaceutical preparations
This first amendment ("AMENDMENT #1") to the Restated Supply Agreement, dated June 30, 2014 is entered into by and between The Procter & Gamble Manufacturing Company at One Procter & Gamble Plaza, Cincinnati, OH, US, 45202 ("BUYER", as defined in the AGREEMENT), and Corium International, Inc. at 235 Constitution Drive, Menlo Park, CA, US, 94025 ("SELLER", as defined in the AGREEMENT).
AMENDMENT TO SEVERANCE BENEFITS LETTER AGREEMENTSeverance Benefits Letter Agreement • August 12th, 2016 • Corium International, Inc. • Pharmaceutical preparations
This Amendment to the Severance Benefits Letter Agreement (this “Amendment”) is made and entered into as of August 11, 2016 by and among Parminder Singh (“Executive”) and Corium International, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO LEASELease • August 12th, 2014 • Corium International, Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO LEASE is made this 19th day of July, 2014, between DAVID D. BOHANNON ORGANIZATION, a California corporation, herein referred to as “Landlord”, and CORIUM INTERNATIONAL, INC., a Delaware corporation, herein referred to as “Tenant”.
Second Amendment to Transdermal Fentanyl AgreementsSecond Amendment • July 30th, 2015 • Corium International, Inc. • Pharmaceutical preparations
This Second Amendment to the Transdermal Fentanyl Agreements (this “Second Amendment”) is made and entered into as of June 26, 2015 (the “Second Amendment Effective Date”), by and between Par Pharmaceutical, Inc., a Delaware corporation having a place of business at One Ram Ridge Road, Spring Valley, NY 10977 (“Par”), and Corium International, Inc., a Delaware corporation having a place of business at 235 Constitution Drive, Menlo Park, CA 94025 (“Corium”). Each of Par and Corium is a “Party” and collectively, the “Parties”).
FORFEITURE OF BONUSForfeiture of Bonus • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations
This Forfeiture of Bonus (“Agreement”) is entered into between [Employee Name] (herein “Employee”) and Corium International, Inc. (the “Company”).
Fifth Amendment to LICENSE AGREEMENTLicense Agreement • May 13th, 2016 • Corium International, Inc. • Pharmaceutical preparations
This Fifth Amendment to the License Agreement (the “Fifth Amendment”) is effective as of May 10, 2016 (the, “Effective Date”) between Corium International, Inc. (“Corium”) located at 235 Constitution Drive, Menlo Park, CA 94025, and The Procter and Gamble Company (hereinafter long with its Affiliates referred to as “P&G”) located at One Procter and Gamble Plaza, Cincinnati. Ohio 45202. P&G and Corium, may each be referred to as a “Party” and collectively as the “Parties”.
