exhibit10-1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.1

    January
6, 2009

    


    Numoda
Corporation

    The
Curtis Center

    601
Walnut Street, 9th Floor

    Philadelphia,
PA  19106

    


    Dear Sir
or Madam:

    


    This
letter sets forth the agreement of Numoda Corporation, The Curtis Center, 601
Walnut Street, 9th Floor, Philadelphia, PA  19106 (the “Purchaser”)
and Columbia Laboratories, Inc. (the “Company”) regarding the purchase by the
Purchaser from the Company of an aggregate of 451,807 shares (the “Shares”) of
the Company’s common stock, par value $.01 per share (the “Common Stock”) on the
date hereof.

    


    SECTION
1.                                Representations, Warranties and
Agreements of the Company.  The Company represents, warrants
and agrees that: 

     

    (a)           The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of Delaware.  The Company has the requisite
corporate power and authority to enter into and perform this Agreement and to
issue and sell the Shares in accordance with the terms hereof.  The
execution, delivery and performance of this Agreement by the Company and the
consummation by it of the transactions contemplated hereby have been duly and
validly authorized by all necessary corporate action.  This Agreement
has been duly executed and delivered on behalf of the Company by a duly
authorized person.  This Agreement constitutes, or shall constitute,
when executed and delivered by the Purchaser, a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of creditors'
rights and remedies or by other equitable principles of general
application.

     

    (b)           The
Shares to be issued and sold under this Agreement have been duly authorized by
all necessary corporate action and, when paid for and issued in accordance with
the terms hereof, the Shares shall be validly issued and outstanding, fully paid
and nonassessable, and the Purchaser shall be entitled to all rights accorded to
a holder of the Common Stock.

     

    (c)           The
Shares issued by the Company to the Purchaser have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
registration statement on Form S-3, Commission File Number 333-155530, relating,
among other things, to the Shares and the sale thereof from time to time in
accordance with Rule 415 under the Securities Act (the “Registration
Statement”). The Registration Statement is in full force and effect and no cease
and desist order or other suspension of the Registration Statement exists, has
been imposed or, to the knowledge of the Company, is threatened by the
Securities and Exchange Commission.  

     

    (d)           Annexed
hereto as Annex I is the Prospectus Supplement (as defined in Section 2(b)
below) that the Company will file with the Commission in connection with the
transaction contemplated by this Agreement not later than the second business
day following the date of the last party’s execution of this
letter.

     

    (e)           The
Shares are freely tradable without restrictions or further registration or
qualification under the Securities Act or any applicable state securities laws
(except as described in Section 5).

    


    SECTION
2.                                Representations, Warranties
and Agreements of the
Purchaser.  The Purchaser represents, warrants and agrees
that

     

    (a)           The
Purchaser is a corporation duly incorporated, validly existing and in good
standing under the laws of Delaware. The Purchaser has the requisite power and
authority to enter into and perform this Agreement and to purchase the Shares to
be purchased by it in accordance with the terms hereof.  The
execution, delivery and performance of this Agreement by the Purchaser and the
consummation by it of the transactions contemplated hereby have been duly and
validly authorized by all necessary action.  This Agreement has been
duly executed and delivered on behalf of the Purchaser by a duly authorized
officer. This Agreement constitutes, or shall constitute, when executed and
delivered by the Company, a valid and binding obligation of the Purchaser
enforceable against the Purchaser in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally, the enforcement of creditors'
rights and remedies or by other principles or general application.

     

    (b)           All
information about the Purchaser in the Prospectus Supplement (as defined below),
is true and correct in all material respects.  “Prospectus Supplement”
means the final prospectus supplement, in the form first filed after the date of
this Agreement pursuant to Rule 424 under the Securities Act.  The
Purchaser shall comply with all applicable laws, rules, regulations and
orders.  The Purchaser is an “accredited investor” as such term is
defined in Rule 501(a) of the Securities Act.  The Purchaser is
acquiring the Shares for its own account and has no present intention of selling
or distributing any of the Shares in any transaction that would violate the
Securities Act.

    


    (c)           Between
the time the Purchaser first entered into discussions about this transaction
with the Company and the date of this Agreement, the Purchaser has not engaged
in any short sales or similar transactions with respect to the Common Stock, nor
has the Purchaser, directly or indirectly, knowingly caused any person to engage
in any short sales or similar transactions with respect to the Common
Stock.

    


    SECTION
3.                                Purchase of the Stock by the
Purchaser.  On the basis of the representations and warranties
contained in, and subject to the terms and conditions of, this Agreement, the
Company agrees to sell and the Purchaser hereby agrees to purchase 451,807
Shares.  The price of the Shares shall be $1.66 per share, and the
aggregate purchase price for the Shares shall be $749,999.62.

    


    SECTION
4.                                Delivery of and Payment for the
Shares.  Delivery of and  payment for the Shares
shall be made at the offices of the Company, at 10:00 A.M., New York City time,
on the date of this Agreement or at such other date or place as shall be
determined by agreement between the Purchaser and the Company.  This
date and time are sometimes referred to as the “Delivery Date.”  On
the Delivery Date, the Company shall deliver or cause to be delivered via
overnight courier service to the Purchaser’s offices certificates with respect
to the Shares to the Purchaser against payment to or upon the order of the
Purchaser of the purchase price by wire transfer in immediately available
funds.  Time shall be of the essence, and delivery at the time and
place specified pursuant to this Agreement is a further condition of the
obligation of the Purchaser hereunder.

     

    SECTION
5.                                Further Agreements of the
Company.

     

    (a)           The
Company shall comply with all applicable laws, rules, regulations and orders in
connection with the sale of the Shares pursuant to this Agreement.

     

    (b)           The
Company will promptly notify the Purchaser of (i) its receipt of notice of the
issuance by the Commission of any stop order or other suspension of the
effectiveness of the Registration Statement and (ii) its becoming aware of the
happening of any event as a result of which the prospectus included in the
Registration Statement includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein, or which makes it
necessary to change the Registration Statement in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

     

    
      SECTION
6.                                Indemnification.  Each
Party hereto will indemnify and hold harmless the other and its officers,
directors, employees and agents, if any (the "Indemnitee(s)") from and against
all costs, losses, liabilities, damages, claims, expenses of any nature
(including reasonable attorneys' fees and disbursements), judgments, fines,
settlements, and any other amounts arising from any and all claims, demands, or
proceedings incurred or accrued by an Indemnitee as a result of a breach by the
indemnifying party of its representations, warranties or obligations under this
Agreement. The indemnification provided by this Section 6 shall be in addition
to any other rights to which the Indemnitee(s) may be entitled under any
agreement, as a matter of law or equity or otherwise, and shall inure to the
benefit of the heirs, successors, assigns and administrators of the
Indemnitee(s). Subject to the foregoing sentence, the provisions of this Section
6 are for the benefit of the Indemnitee(s) and shall not be deemed to create any
rights for the benefit of any other persons.

    

    
      


    

    SECTION
7.                                Rule
10b-5 Limitations.  Each Party
hereby acknowledges that the United States securities laws prohibit any person
who has material non-public information about a company from purchasing or
selling securities of such company in violation of such laws or disclosing any
such information in violation of such laws to any other person who might trade
on such information.

    


    SECTION
8.                                Facsimile or “pdf” Copies.  Delivery
of an executed copy of a signature page to this Agreement by facsimile or “pdf”
transmission shall be as effective as delivery of a manually executed copy of
this Agreement and shall be as effective and enforceable as the
original.

    


    SECTION
9.                                Survival.  The
respective indemnities, representations, warranties and agreements of the
Company and the Purchaser contained in this Agreement or made by or on behalf on
them, respectively, pursuant to this Agreement, shall survive for two years and
one day from the date hereof and shall remain in full force and effect,
regardless of any investigation made by or on behalf of any of them or any
person controlling any of them.

    


    SECTION
10.                                Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of New York without giving effect to the conflicts of
law principles thereunder.

     

    SECTION
11.                                Counterparts.  This
Agreement may be executed in one or more counterparts and, if executed in more
than one counterpart, the executed counterparts shall each be deemed to be an
original but all such counterparts shall together constitute one and the same
instrument.

     

    SECTION
12.                                Headings;
Miscellaneous.  The headings herein are inserted for
convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this Agreement.  Neither party shall
issue any press release or other public statement relating to the transactions
contemplated by this Agreement without the prior written approval of the other
party, which shall not be unreasonably withheld.

     

    If the
foregoing correctly sets forth the agreement among the Company and the
Purchaser, please indicate your acceptance in the space provided for that
purpose below.

    


    Very
truly yours,

    


    COLUMBIA
LABORATORIES, INC.

    


    


    By:           /S/ Robert S.
Mills                                                      

    Name:
Robert S. Mills

    Title:
President & CEO

    Date:
January 6, 2009

    


    Accepted:

    


    NUMODA
CORPORATION

    


    


    


    By:           /S/ Mary
Schaheen                                                      

    Name:
Mary Schaheen

    Title:
CEO

    Date:
January 6, 2009