THE AMENDED AND RESTATED LICENSE AND SUPPLY AGREEMENT

Exhibit 10.69

AMENDMENT N° 1 TO THE AMENDED AND RESTATED LICENSE AND
SUPPLY AGREEMENT

THIS AMENDMENT N° 1 TO THE AMENDED AND RESTATED LICENSE AND SUPPLY AGREEMENT (the “Amendment”) effective as of the Closing Date, is made and entered into by and between Columbia Laboratories (Bermuda) Limited, a corporation organized and existing under the laws of Bermuda (“Licensor”) and Ares Trading S.A., a corporation organized and existing under the laws of Switzerland (“Licensee”). Licensor and Licensee may be referred to herein as a “Party” or, collectively, as “Parties.”

RECITALS:

WHEREAS , the Parties entered into an Amended and Restated License and Supply Agreement on June 4, 2002 (the “License and Supply Agreement”), amending and restating the License and Supply Agreement entered into between the Parties on May 20, 1999;

WHEREAS , the Parties wish to enter into this Amendment as a result of the Parties, Serono Inc. (which is an Affiliate of Licensee), and Columbia Laboratories, Inc. entering into an agreement pursuant to which Licensee’s U.S. rights under the License and Supply Agreement are terminated (the “U.S. Agreement”);

WHEREAS the Parties shall enter into this Amendment simultaneously with the execution of the U.S. Agreement;

WHEREAS , capitalized terms used and not otherwise defined in this Amendment are used as defined in the License and Supply Agreement and/or the U.S. Agreement. If a capitalized term is defined in both the License and Supply Agreement and the U.S. Agreement, then for the purposes of this Amendment, the definition in the License and Supply Agreement shall apply.

NOW, THEREFORE , in consideration of the various promises and undertakings set forth herein, the Parties agree to amend the License and Supply Agreement as follows:

“Territory” shall mean all countries and territories of the world except for the United States and for Sub-Saharan Africa. “Sub-Saharan Africa” shall mean the following countries: the Republic of South Africa, Lesotho, Botswana, Zimbabwe, Namibia,

Mozambique, Zaire, Kenya, Malawi, Mauritius, Seychelles, Madagascar, Zambia and Swaziland.”

“Licensor shall make reasonable efforts to obtain from its licensee in Sub-Saharan Africa any right such licensee may have to market, use, sell, make or have made the Product and to use the Trademarks. Upon Licensor obtaining such rights, “Territory” under this Agreement shall be automatically redefined to mean “all the countries in the world, excluding the United States”. Any incidental out-of-pocket costs incurred by Licensor in obtaining such rights shall be for the account of Licensee, when prior approved by Licensee.”