INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2015 • Radius Health, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Radius Health, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
RADIUS HEALTH, INC. 4,000,000 Shares Common Stock ($0.0001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2015 • Radius Health, Inc. • Pharmaceutical preparations • New York
RADIUS HEALTH, INC.Director Indemnification Agreement • February 28th, 2019 • Radius Health, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between Radius Health, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
RADIUS HEALTH, INC.Officer Indemnification Agreement • February 28th, 2019 • Radius Health, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Radius Health, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).
RADIUS HEALTH, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 14, 2017 to Indenture Dated as of August 14, 2017 3.00% Convertible Senior Notes due 2024First Supplemental Indenture • August 14th, 2017 • Radius Health, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE dated as of August 14, 2017 (this “Supplemental Indenture”) between RADIUS HEALTH, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture dated as of August 14, 2017 between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) dated as of March 3, 2021 by and among RADIUS HEALTH, INC. RADIUS PHARMACEUTICALS, INC. RADIUS HEALTH VENTURES, INC. and any additional borrower that hereafter becomes party hereto,...Credit and Security Agreement • March 5th, 2021 • Radius Health, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) (as the same may be amended, supplemented, restated, amended and restated, or otherwise modified from time to time, the “Agreement”) is dated as of March 3, 2021 by and among RADIUS HEALTH, INC., a Delaware corporation (“Radius Health”), RADIUS PHARMACEUTICALS, INC., a Delaware corporation (“Radius Pharma”), RADIUS HEALTH VENTURES, INC., a Delaware corporation (“Radius Ventures”) and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively with Radius Health, Radius Pharma, Radius Ventures and any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN) dated as of March 3, 2021 by and among RADIUS HEALTH, INC. RADIUS PHARMACEUTICALS, INC. RADIUS HEALTH VENTURES, INC. and any additional borrower that hereafter becomes party hereto, each...Credit and Security Agreement (Term Loan) • March 5th, 2021 • Radius Health, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN) (as the same may be amended, supplemented, restated, amended and restated, or otherwise modified from time to time, the “Agreement”) is dated as of March 3, 2021 by and among RADIUS HEALTH, INC., a Delaware corporation (“Radius Health”), RADIUS PHARMACEUTICALS, INC., a Delaware corporation (“Radius Pharma”), RADIUS HEALTH VENTURES, INC., a Delaware corporation (“Radius Ventures”), and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively with Radius Health, Radius Pharma, Radius Ventures, and any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
RADIUS HEALTH, INC. 2003 LONG-TERM INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 23rd, 2011 • Radius Health, Inc. • Blank checks • Delaware
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 27th, 2011 • Radius Health, Inc. • Blank checks • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of May 23, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), RADIUS HEALTH, INC., a Delaware corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 24th, 2017 • Radius Health, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Severance Agreement (“Agreement”) is made effective as of [DATE] (“Effective Date”), by and between Radius Health, Inc. (the “Company”) and [NAME] (“Executive”).
RADIUS HEALTH, INC 2011 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • November 7th, 2011 • Radius Health, Inc. • Blank checks • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) dated as of , 20 , is entered into between Radius Health, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”).
CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) dated as of January 10, 2020 by and among RADIUS HEALTH, INC. RADIUS PHARMACEUTICALS, INC. and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers,...Credit and Security Agreement (Revolving Loan) • January 13th, 2020 • Radius Health, Inc. • Pharmaceutical preparations • New York
This CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) (as the same may be amended, supplemented, restated, amended and restated, or otherwise modified from time to time, the “Agreement”) is dated as of January 10, 2020 by and among RADIUS HEALTH, INC., a Delaware corporation (“Radius Health”), RADIUS PHARMACEUTICALS, INC., a Delaware corporation (“Radius Pharma”), and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively with Radius Health, Radius Pharma, and any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 15th, 2011 • Radius Health, Inc. • Blank checks • Massachusetts
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated this 17th day of May, 2011, is entered into by and among (i) Radius Health, Inc., a Delaware corporation (the “Corporation”), (ii) those common stockholders of the Corporation listed on Schedule 1 hereto (hereinafter referred to collectively as the “Common Stockholders”), (iii) those stockholders of the Corporation who hold Series A-1 Convertible Preferred Stock, par value $.01 per share (“Series A-1 Preferred Stock”), listed on Schedule 2 hereto (hereinafter referred to collectively as the “Series A-1 Stockholders”), (iv) those stockholders of the Corporation who hold Series A-2 Convertible Preferred Stock, par value $.01 per share (“Series A-2 Preferred Stock”), listed on Schedule 3 hereto (hereinafter referred to collectively as the “Series A-2 Stockholders”), (v) those stockholders of the Corporation who hold Series A-3 Convertible Preferred Stock, par value $.01 per share (“Series A-3 Preferred Stock”), listed on Schedule 4
RADIUS HEALTH, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 23rd, 2011 • Radius Health, Inc. • Blank checks • Delaware
FIFTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • April 30th, 2014 • Radius Health, Inc. • Blank checks • Delaware
THIS FIFTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of the 24th day of April, 2014 (the “Agreement Date”), is entered into by and among Radius Health, Inc., a Delaware corporation (the “Corporation”), and each of the stockholders of the Corporation listed on Schedule 1 hereto and/or Schedule 2 hereto (hereinafter referred to collectively as the “Stockholders”).
ContractWarrant Agreement • July 11th, 2014 • Radius Health, Inc. • Blank checks • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LABORATORY SERVICES AND CONFIDENTIALITY AGREEMENT*Laboratory Services and Confidentiality Agreement • November 9th, 2011 • Radius Health, Inc. • Blank checks
THIS LABORATORY SERVICES AND CONFIDENTIALITY AGREEMENT is made as of this 31st day of March, 2004 (the “Effective Date”) by and between Charles River Laboratories, Inc., a Delaware corporation with a business address at 251 Ballardvale Street, Wilmington, Massachusetts 01887, acting through the divisions and at the locations set forth on Exhibit A attached hereto and made a part hereof (“Laboratory”) and Nuvios, Inc., a Delaware corporation with a business address at 197M Boston Post Road West, Marlborough, MA 01752 (“Sponsor”).
AMENDMENT NO.3 to WORK ORDER NO.2*Work Order • November 8th, 2011 • Radius Health, Inc. • Blank checks
This Amendment No. 3 to Work Order No.2 is entered into on December 15, 2010 by and between Radius Health Inc., a Delaware Corporation, with its principal office at 300 Technology Square - 5th floor, Cambridge, MA 02139, United States of America (“RADIUS”), and LONZA Sales Ltd, a Swiss company having an address at Muenchensteinerstrasse 38, CH-4002 Basel, Switzerland (together with its Affiliates, “Manufacturer”), and upon execution will be incorporated into Development and Manufacturing Services Agreement between RADIUS and Manufacturer dated October 16, 2007 (the “Agreement”). Capitalized terms in this Amendment will have the same meanings as set forth in the Agreement.
ContractWarrant Agreement • March 10th, 2015 • Radius Health, Inc. • Pharmaceutical preparations • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR PURSUANT TO RULE 144 AND EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS, OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • July 10th, 2015 • Radius Health, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Severance Agreement (“Agreement”) is made effective as of July 1, 2015 (“Effective Date”), by and between Radius Health, Inc. (the “Company”) and Gregory Williams (“Executive”).
CONFIDENTIAL LICENSE AGREEMENT* BETWEEN SCRAS S.A.S. AND NUVIOSLicense Agreement • November 8th, 2011 • Radius Health, Inc. • Blank checks • New York
This License Agreement (“Agreement”) is entered into on September 27, 2005 by and between, on the one hand, SCRAS S.A.S., a French corporation, with its principal office at 42, Rue du Docteur Blanche, 75016 Paris, France, on behalf of itself and its Affiliates (collectively, “Ipsen”), and, on the other hand, Nuvios, Inc., a United States corporation, with its principal office at 300 Technology Square — 5th floor, Cambridge, MA 02139, on behalf of themselves and their Affiliates (collectively, “Nuvios”).
WARRANT TO PURCHASE SHARES OF SERIES A-1 CONVERTIBLE PREFERRED STOCKWarrant Agreement • June 4th, 2012 • Radius Health, Inc. • Blank checks • New York
THIS CERTIFIES THAT, for value received, Oxford Finance LLC (“Oxford” or, together with its successors and assigns, “Holder”) is entitled to subscribe for and purchase up to such number of fully paid and nonassessable shares of Series A-1 Convertible Preferred Stock of Radius Health, Inc., a Delaware corporation (the “Company”), as is equal to the Warrant Share Amount (as hereinafter defined) at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series A-1 Convertible Preferred Stock, $0.0001 par value per share, and/or any stock into which such Preferred Stock may hereafter be converted or exchanged pursuant to Section 7 hereof or otherwise, and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and/or any other shares of stock into which such shares of Preferre
STOCK ISSUANCE AGREEMENTStock Issuance Agreement • November 8th, 2011 • Radius Health, Inc. • Blank checks • Massachusetts
This Stock Issuance Agreement (this “Agreement”) is entered into as of March 29, 2011 (“Effective Date”) by and between RADIUS HEALTH, INC., a Delaware corporation (“Radius”) and NORDIC BIOSCIENCE CLINICAL DEVELOPMENT VII A/S, a Danish corporation (“NB”).
DEVELOPMENT AND CLINICAL SUPPLIES AGREEMENT*Development and Clinical Supplies Agreement • November 8th, 2011 • Radius Health, Inc. • Blank checks • Delaware
This Development and Clinical Supplies Agreement (the “Agreement”) is entered into as of the 19th day of June 2009 (“Effective Date”) by and among:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 17th, 2013 • Radius Health, Inc. • Blank checks • Massachusetts
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) between Radius Health, Inc., a Delaware corporation (including its successors and assigns, the “Company”), and Robert Ward (the “Executive”) is dated as of December 12, 2013 and shall become effective on December 16, 2013 (the “Effective Date”).
SERIES B-2 CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTSeries B-2 Convertible Preferred Stock and Warrant Purchase Agreement • April 3rd, 2014 • Radius Health, Inc. • Blank checks • Massachusetts
This Series B-2 Convertible Preferred Stock and Warrant Purchase Agreement (this “Agreement”), dated this 14th day of February, 2014, is entered into by and among Radius Health, Inc., a Delaware corporation (the “Corporation”), and the persons listed on Schedule I attached hereto (the “Investors,” and each individually, an “Investor”).
LICENSE AGREEMENT*License Agreement • November 8th, 2011 • Radius Health, Inc. • Blank checks • New York
AMENDMENT N°2 TO PHARMACEUTICAL DEVELOPMENT* AGREEMENTPharmaceutical Development Agreement • November 9th, 2011 • Radius Health, Inc. • Blank checks • New York
BEAUFOUR IPSEN INDUSTRIE S.A.S., a French corporation incorporated under the laws of France, located at rue d’Ethe Virton, 28100, France, duly represented by Jean-Pierre Dubuc, President,
SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a-1 Convertible Preferred Stock Purchase Agreement • November 7th, 2011 • Radius Health, Inc. • Blank checks • Delaware
THIS AGREEMENT, dated this 25th day of April, 2011 is entered into by and among Radius Health, Inc., a Delaware corporation (the “Corporation”), the persons listed on Schedule I attached hereto (the “Investors,” and each individually, an “Investor”).
WARRANT TO PURCHASE SHARES OF SERIES A-1 CONVERTIBLE PREFERRED STOCKWarrant Agreement • March 10th, 2015 • Radius Health, Inc. • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, (“Holder”) is entitled to subscribe for and purchase up to such number of fully paid and nonassessable shares of Series A-1 Convertible Preferred Stock of Radius Health, Inc., a Delaware corporation (the “Company”), as is equal to the Warrant Share Amount (as hereinafter defined) at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series A-1 Convertible Preferred Stock, $0.01 par value per share, and/or any stock into which such Preferred Stock may hereafter be converted or exchanged pursuant to Section 7 hereof or otherwise, and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and/or any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged pursuant to Section 7 hereof
SCALE-UP AND COMMERCIAL SUPPLY AGREEMENT BY AND AMONGScale-Up and Commercial Supply Agreement • May 10th, 2018 • Radius Health, Inc. • Pharmaceutical preparations • Delaware
THIS SCALE-UP AND COMMERCIAL SUPPLY AGREEMENT (this “Agreement”), effective as of February 27, 2018 (“Effective Date”) is by and among 3M COMPANY, a Delaware company, acting through its Drug Delivery Systems Division, having a principal place of business at 3M Center, St. Paul, Minnesota 55144 (“3M COMPANY”) and 3M INNOVATIVE PROPERTIES COMPANY, a Delaware Company, having a principal place of business at 3M Center, St. Paul Minnesota 55144 (“3M IPC”), (3M COMPANY and 3M IPC collectively “3M”), on the one hand, and Radius Health, Inc., a Delaware company having a principal place of business at 950 Winter Street, Waltham MA 02451 (“RADIUS”), on the other hand. 3M and RADIUS shall be referred to individually as a “Party” and collectively as “Parties” in this Agreement.
Change Order Form # 7Change Order • November 8th, 2011 • Radius Health, Inc. • Blank checks
Change order under Agreement dated: the Development and Clinical Supplies Agreement dated June 19, 2009, as amended by the Amendment dated as of December 31, 2009, the Second Amendment dated as of September 16, 2010, the Third Amendment dated as of September 29, 2010 and the Fourth Amendment dated March 2, 2011 (the “Agreement”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 2nd, 2017 • Radius Health, Inc. • Pharmaceutical preparations • Massachusetts
This First Amendment (the “First Amendment”) to that certain Executive Employment Agreement between Radius Health, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Robert Ward (the “Executive”) dated as of December 12, 2013 (the “Employment Agreement”) is made as of this 1st day of July, 2015 (the “Amendment Date”), by and among the Company and the Executive. Except as set forth in this First Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement.
Re: Separation Agreement and General Release of Claims Dear Gary: As we have discussed, this letter (the “Separation Agreement”) confirms your separation from employment with Radius Health, Inc. (the “Company”) effective as of November 1, 2018 (the...Separation Agreement • November 1st, 2018 • Radius Health, Inc. • Pharmaceutical preparations • Massachusetts
This Separation Agreement and the Consulting Agreement set forth the agreement between you and the Company related to your separation.
DEVELOPMENT AND CLINICAL SUPPLIES AGREEMENT AMENDMENT NO. 1*Development and Clinical Supplies Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks
Pursuant to Paragraph 9.4 of the Agreement, the parties wish to enter into this Amendment No. 1 to the Agreement (“Amendment No. 1”) effective as of December 31, 2009 (“Amendment Date”). Capitalized terms used in this Amendment No. 1 and not defined herein are used with the meanings ascribed to them in the Agreement.
