PURCHASE AND COLLABORATION AGREEMENT by and among COLUMBIA LABORATORIES, INC., COVENTRY ACQUISITION, INC. and WATSON PHARMACEUTICALS, INC. Dated as of March 3, 2010Purchase and Collaboration Agreement • March 4th, 2010 • Columbia Laboratories Inc • Pharmaceutical preparations • Delaware
THIS PURCHASE AND COLLABORATION AGREEMENT (this “Agreement”), dated as of March 3, 2010 (the “Execution Date”), is entered into by and among Columbia Laboratories, Inc., a Delaware corporation (“Seller”), Watson Pharmaceuticals, Inc., a Nevada corporation (“Parent”) (solely for purposes of Section 11.2 herein) and Coventry Acquisition, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Buyer”). Each of Seller and Buyer is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
NOTE PURCHASE AND AMENDMENT AGREEMENTNote Purchase and Amendment Agreement • March 4th, 2010 • Columbia Laboratories Inc • Pharmaceutical preparations • New York
Reference is made to those certain Note Purchase and Amendment Agreements, dated on or after March 3, 2010 (the “Agreement”), by and among Columbia Laboratories, Inc. (the “Company”) and certain other parties (the “Holders”). This Certificate is being delivered pursuant to Section 2(i)(i)(B) of the Agreement. All capitalized terms used and not otherwise defined herein shall have the respective meanings provided in the Agreement.
Re: Contingent Agreement on Final Payment and Termination of the Striant® Investment and Royalty AgreementColumbia Laboratories Inc • March 4th, 2010 • Pharmaceutical preparations • Delaware
We refer to the Investment and Royalty Agreement between Columbia Laboratories, Inc. (“Columbia”) and PharmaBio Development Inc. (“PharmaBio”), dated March 5, 2003, as amended by a letter agreement dated January 26, 2004, supplemented by a letter agreement dated April 14, 2006 and amended by a second amendment dated July 22, 2009 (the “Agreement”; capitalized terms that are not defined in this letter agreement shall have the meanings as set forth in the Agreement). The purpose of this letter agreement is to provide for the early termination of the Agreement by setting forth the terms and conditions under which Columbia will pay the Minimum Royalty Amount due at the end of the seventh (7th) Annual Period under Section 2.3 of the Agreement on a date earlier than otherwise required under such section.
