Exhibit 10.22





 


Execution Copy


 


Certain information identified by [***] has
been excluded from this exhibit because it is


both not material and is the type that the
registrant treats as private or confidential.


 


AMENDMENT NUMBER ONE TO THE

SOFTGEL COMMERCIAL MANUFACTURING AGREEMENT


 


This Amendment Number One
(“Amendment Number One”) is made this 23rd day of October, 2012 (the “Effective Date”),
by and between Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road,
Somerset, New Jersey 08873 (“Catalent”) and Clarus Therapeutics, Inc., a corporation, having its principal place of
business at 555 Skokie Blvd., #340, Northbrook, IL 60062 (“Clarus”).


 


WHEREAS, Catalent and
Clarus previously entered into and executed a Softgel Commercial Manufacturing Agreement dated July 23, 2009 (‘‘Agreement’’);
and


 


WHEREAS, Catalent and
Clarus now desire to amend the terms, conditions and provisions of the Agreement;


 


NOW, THEREFORE, in
consideration of the premises, the mutual covenants contained herein and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:





 


		1.	Pursuant to Section 7.1 (Unit Pricing) of the Agreement, Exhibit B of the Agreement (Unit Pricing,
Fees and Minimum Requirement) will be modified as follows:



 


EXHIBIT B


 


UNIT PRICING, FEES AND MINIMUM REQUIREMENT


 


	Unit Pricing for 100 mg Testosterone Undecanoate Softgels
	 
	Theoretical Batch Size	 	Shipped Volumes of Both 

Product Strengths Combined 

within each 12- Month Period

 between July 1 and June 30	 	Unit Price per [***] softgels
	[***] softgels	 	[***]	 	$[***] (Base Price #1)
	 	[***]	 	(Base Price #1) - $[***]
	 	[***]	 	(Base Price #1) - $[***]
	[***] softgels	 	[***]	 	$[***] (Base Price #2)
	 	[***]	 	(Base Price #2) - $[***]
	 	[***]	 	(Base Price #2) - $[***]
	[***] softgels	 	[***]	 	$[***] (Base Price #3)
	 	[***]	 	(Base Price #3) - $[***]
	 	[***]	 	(Base Price #3) - $[***]



 






     


     


    

 


	Unit Pricing for [***] mg Testosterone Undecanoate Softgels

                                                                                 

	Theoretical Batch Size	 	Shipped Volumes of Both 

Product Strengths Combined 

within each 12- Month Period between July I and June 30	 	Unit Price per [***] softgels
	[***] softgels	 	[***]	 	$[***]  (Base Price #4)
	 	[***]	 	(Base Price #4) - $[***]
	 	[***]	 	(Base Price #4) - $[***]
	[***] softgels	 	[***]	 	$[***] (Base Price #5)
	 	[***]	 	(Base Price #5) - $[***]
	 	[***]	 	(Base Price #5) - $[***]
	[***] softgels	 	[***]	 	$[***] (Base Price #6)
	 	[***]	 	(Base Price #6) - $[***]
	 	[***]	 	(Base Price #6) - $[***]


 


	MINIMUM REQUIREMENT PER CONTRACT YEAR
	 
	Product	 	Dosage Form	 	Minimum Requirement
	[***] mg testosterone undecanoate	 	Bulk softgels	 	[***] softgels
	[***] mg testosterone undecanoate	 	Bulk softgels	 	[***] softgels


 


	ADDITIONAL FEES
	 
	Product Maintenance Fee	 	$[***]	 	Annually
	Commercial Occupancy Fee	 	$[***]	 	Annually


 


		2.	The Unit Pricing in Exhibit B will begin on the Effective Date of this Amendment Number One, with a scheduled
price adjustment to take place on July 1, 2013, as described in Section 7.4 (Price Increase) of the Agreement. Such scheduled annual
price adjustments each July 1st will be applied to the Base Prices identified in the table above for each Product strength
and batch size (“Adjusted Base Prices”). For incremental annual shipped volumes between [***]
softgels and [***] softgels and incremental annual shipped volumes over [***]
softgels, the Unit Price will be calculated by subtracting the dollar amounts shown in the Unit Pricing Table above from the Adjusted
Base Prices.



 


		3.	Except as provided herein, all other terms, conditions and provisions of the Agreement shall remain in
full force and effect.



 


		4.	This Amendment Number One may be executed in one or more counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same instrument. .Any photocopy, facsimile or electronic reproduction of the executed
Amendment Number One shall constitute an original.



 






    2


     


    

 


Execution Copy


 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment Number One to be executed by their duly authorized corporate officers or representatives as of the Effective Date first
above written.


 


	Catalent Pharma Solutions, LLC	 	Clarus Therapeutics, Inc.
	 	 	 
	By: 	/s/ Aris Gennadios	 	By:	/s/ Steven A. Bourne
	Name: 	Aris Gennadios	 	Name: 	Steve Bourne
	Title:	VP/GM, Softgel Technologies	 	Title:	CFO
	Date: 	24 Oct. 2012	 	Date:	October 24, 2012



 


 


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