AMENDMENT NO. 1 TO SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

Exhibit 10.9

AMENDMENT NO. 1
TO

SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”) dated as of September 24, 2013 amends that certain Series C Convertible Preferred Stock Purchase Agreement dated as of August 27, 2013 (the “Purchase Agreement”) by and among Collegium Pharmaceutical, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Schedule A attached thereto (the “Purchasers”).  All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Purchase Agreement.

WHEREAS, the Company issued and sold an aggregate of 2,220,670 shares of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred”) to Purchasers at the Initial Tranche 1 Closing on August 27, 2013;

WHEREAS, the Company desires to issue and sell up to an aggregate of 665,334 shares of Series C Preferred to certain investors at the Additional Tranche 1 Closing and the Company and the Purchasers wish to confirm each Purchaser’s pro rata amount of the Tranche 2 Closing Shares;

WHEREAS, Section 5.2 of the Purchase Agreement provides that any term thereof may be amended, modified or waived by the written consent of the Company and Purchasers holding at least sixty-six percent (66%) of the voting power of the Series C Preferred Shares then outstanding and the undersigned Purchasers hold at least sixty-six percent (66%) of the voting power of the Series C Preferred Shares currently outstanding; and

WHEREAS, the Company and the undersigned Purchasers desire to amend the Purchase Agreement as set forth herein.

NOW THEREFORE, in consideration of the foregoing and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.                                      Amendment.

1.1                               Section 1.4(c)(ii) is amended and restated in its entirety to read as follows:

“(ii)                            Upon the occurrence of a Triggering Event, the Company shall promptly, but no later than 11:59 p.m., Eastern time, on the third Business Day following the occurrence of the Triggering Event, deliver written notice to each Purchaser of the occurrence of a Triggering Event (“Triggering Event Notice”), which Triggering Event Notice shall offer each Purchaser the opportunity to purchase such Purchaser’s “pro rata amount” of the Tranche 2 Closing Shares, which shall be the amount set forth opposite such Purchaser’s name on Schedule A-2 attached hereto (“Tranche 2 Pro Rata Amount”).  Each Purchaser may elect to purchase such Purchaser’s Tranche 2 Pro Rata Amount by delivering payment of the Purchase Price for the Tranche 2 Closing Shares purchased by such Purchaser no later than the Second Tranche 2 Closing Date (subject to Section 1.4(c)(iii) below).”

1.2                               Schedule A-1 and Schedule A-2 of the Purchase Agreement are hereby amended and restated to read in their entirety as Schedule A-1 and Schedule A-2 attached hereto.

2.                                      Effect of Amendment.  Except as expressly amended by this Amendment, all other terms and conditions of the Purchase Agreement are hereby ratified and confirmed.

3.                                      Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together, including facsimiles thereof, shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.1 to Series C Convertible Preferred Stock Purchase Agreement to be executed as an instrument under seal as of the date first above written.

[Signature Page to Amendment No.1 to Series C
Convertible Preferred Stock Purchase Agreement]

PURCHASERS (Cont.):

[Signature Page to Amendment No.1 to Series C
Convertible Preferred Stock Purchase Agreement]

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Schedule A-1 (cont.):

SCHEDULE ▇-▇

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