exv10w2






Exhibit 10.2




AMENDMENT NO. 1

TO

CONVERTIBLE SUBORDINATED NOTE




     This Amendment No. 1 (this “Amendment”) to each of Columbia Laboratories, Inc.’s (the
“Company”) Convertible Subordinated Notes due December 31, 2011 (each, a “Note” and collectively,
the “Notes”), is made as of March 3, 2010. Except as otherwise provided herein, capitalized
terms used herein shall have the meanings set forth in the Notes. For purposes hereof, the “Note
Purchase Agreements” shall mean the Note Purchase and Amendment Agreements, dated on or after
March 3, 2010, each by and among the Company and certain other persons relating to the
Notes.



     1. The definition of Fundamental Transaction is hereby amended and restated in its entirety to
read as follows:


“‘Fundamental Transaction’ means that (A) the Company shall, directly or indirectly, in one or more
related transactions, (i) consolidate or merge with or into (whether or not the Company is the
surviving corporation) another Person or Persons, or (ii) sell, assign, transfer, convey or
otherwise dispose of all or substantially all of the properties or assets of the Company to another
Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted
by the holders of more than 50% of the outstanding shares of Voting Stock (not including any shares
of Voting Stock held by the Person or Persons making or party to, or associated or affiliated with
the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a
stock purchase agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby
such other Person acquires more than the 50% of the outstanding shares of Voting Stock (not
including any shares of Voting Stock held by the other Person or other Persons making or party to,
or associated or affiliated with the other Persons making or party to, such stock purchase
agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common
Stock, or (B) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of 50% of the aggregate Voting Stock of the
Company, excluding, in each case of clauses (A)(i), (ii), (iii), (iv) and/or (v) and/or (B) of this
definition a Permitted Transaction. A “Permitted Transaction” shall mean, the transaction (or
series of related transactions) publicly announced by the Company in a Current Report on Form 8-K
filed by the Company with the Securities and Exchange Commission on or prior to the date that is
one Business Day after the date of Amendment No. 1 to the Notes (the “Form 8-K”), which transaction
includes the license, sale, transfer or other disposition of rights or assets of the Company
related to, and/or the co-development, co-promotion, co-marketing, distribution or other
collaboration with respect to, one or more of the Company’s products with (and possibly a sale of
Company capital stock), pursuant to which the Company (is to, or) receives proceeds of at least $40
million in cash consideration at the initial closing thereof. For the avoidance of doubt, a
“Permitted Transaction” shall not include any transaction (or series of related transactions) (x)
that is not contemplated by the Form 8-K and (y) the initial closing of which does not occur
contemporaneously with the closings under the Note Purchase and Amendment Agreements, each dated on or after March 3, 2010, each by and among
the Company and certain holders of the Notes. “Business Day” shall mean any day that




 









 





is not a
Saturday or Sunday or other day on which commercial banks in The City of New York are authorized or
required by law to remain closed.”




     2. Except as provided herein, the Notes remain in full force and effect.



     3. On the Amendment Termination Date (as defined in the Note Purchase Agreements), if it
occurs, this Amendment shall automatically terminate and be of no further force and effect as of
the Amendment Termination Date.



     4. All issues and questions concerning the construction, validity, enforcement and
interpretation of this Amendment shall be governed by and construed in accordance with the laws of
the State of New York, without giving effect to any choice of law rules or provisions (whether of
the State of New York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.



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IN WITNESS WHEREOF, the Company has executed this AMENDMENT NO. 1 to the COLUMBIA LABORATORIES,
INC. CONVERTIBLE SUBORDINATED NOTE as of the date first above written.




	 	 	 	 	 
	 	COLUMBIA LABORATORIES, INC.

 	 
	 	By:  	/s/ Frank C. Condella, Jr.
 	 
	 	 	Name:  	Frank C. Condella, Jr. 	 
	 	 	Title:  	Interim Chief Executive Officer 	 
	 



Signature Page to Amendment No. 1 to Convertible Subordinated Note