5,500,000] Shares of Common Stock Corium International, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2014 • Corium International, Inc. • Pharmaceutical preparations • New York
The foregoing will not apply to the registration of the offer and sale of the Shares in the Offering by the Company or any selling stockholders, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (a) the transfer of Shares or Related Securities by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (b) the transfer of Shares or Related Securities pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of a marriage or civil union; (c) the transfer of Shares or Related Securities as a bona fide gift or gifts; (d) the sale of or offer to sell Shares or Related Securities acquired in open market transactions after the Offering; (e) the exercise of options, warrants or other rights to acquire Shares or R
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”).
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”).
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.
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”).
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”).
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.
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”).
