AMENDMENT NO. 1 TO SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
Exhibit 10.67
AMENDMENT NO. 1
TO
SERIES A-1 CONVERTIBLE PREFERRED
STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment No. 1”) is entered into as of the 11th day of May, 2011, to amend that certain Series A-1 Convertible Preferred Stock Purchase Agreement dated April 25, 2011, by and among Radius Health, Inc., a Delaware corporation (the “Corporation”) and each of the Investor parties named therein. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.
WHEREAS, the parties to the Agreement (the “Parties”) have entered into the Agreement for, among other things, the purchase and sale shares of the Corporation’s Series A-1 Preferred Stock;
WHEREAS, the Parties acknowledge and agree that it is in the best interest of the Parties to eliminate certain conditions precedent and subsequent to the Stage I Closing, Stage II Closing and the Stage III Closing, as set forth herein; and
WHEREAS, the Parties wish to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the agreements herein and in the Agreement and in reliance upon the representations and warranties herein and therein, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Section 7.1 of the Agreement is hereby amended by deleting Section 7.1 in its entirety and replacing it with the following: “7.1 RESERVED. “
2. Section 7.2 of the Agreement is hereby amended by deleting Section 7.2 in its entirety and replacing it with the following: “7.2 RESERVED. “
3. Section 7.3 of the Agreement is hereby amended by deleting Section 7.3 in its entirety and replacing it with the following: “7.3 RESERVED. “
4. Section 7.4 of the Agreement is hereby amended by deleting Section 7.4 in its entirety and replacing it with the following: “7.4 RESERVED. “
5. Section 7.5 of the Agreement is hereby amended by deleting Section 7.5 in its entirety and replacing it with the following: “7.5 RESERVED. “
6. Section 8 of the Agreement is hereby amended by deleting clause (c) thereof in its entirety, deleting “; and” in the sixth line thereof and inserting “and” in the fifth line immediately before “(b)”.
7. The Agreement is hereby amended by deleting all references to the sections of the Agreement deleted in their entirety hereby.
8. Except to the extent amended hereby, all of the definitions, terms, provisions and conditions set forth in the Agreement are hereby ratified and confirmed and shall remain in full force and effect. The Agreement and this Amendment No. 1 shall be read and construed together as a single agreement and the term “Agreement” shall be deemed a reference to the Agreement as amended by this Amendment No. 1. This Amendment No. 1 may be signed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall constitute but one and the same instrument. In making proof of this Amendment No. 1 it shall not be necessary to produce or account for more than one such counterpart.
IN WITNESS WHEREOF, the parties have executed under seal and delivered this Agreement as of the date first written above.
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THE CORPORATION: | |
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By: |
/s/ C. Xxxxxxx Xxxxxx Xxxxxx |
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Name: C. Xxxxxxx Xxxxxx Xxxxxx |
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Title: President |
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As an anticipated successor and assign to the Corporation under Section 16 hereof: | |
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MPM ACQUISITION CORP. | |
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By: |
/s/ C. Xxxxxxx Xxxxxx Xxxxxx |
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Name: C. Xxxxxxx Xxxxxx Xxxxxx |
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Title: President |
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INVESTORS: | ||
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BB Biotech Ventures II, L.P. | ||
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By: |
BB Biotech Ventures Guernsey Ltd | |
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Its General Partner | |
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By: |
/s/ Xxxxxx Xxxxxxx | |
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Name: Xxxxxx Xxxxxxx | |
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Title: Director | |
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BB Biotech Growth N.V. | ||
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By: |
/s/ Xxx Xxxxxxx | |
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Name: Xxx Xxxxxxx | |
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Title: Managing Director | |
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HEALTHCARE VENTURES VII, L.P. | ||
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By: |
HealthCare Partners VII, L.P. | |
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Its General Partner | |
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By: |
/s/ Xxxxxxx Xxxxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Title: |
Administrative Partner of HealthCare Partners VII, L.P. |
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The General Partner of HealthCare Ventures VII, L.P. |
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HEALTHCARE PRIVATE EQUITY LIMITED PARTNERSHIP acting by its general partner Waverley Healthcare Private Equity Limited | ||
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By: |
/s/ Xxxxxx Xxxxxxxx | |
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Name: Xxxxxx Xxxxxxxx | |
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Title: Authorized Signatory | |
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MPM BIOVENTURES III, L.P. | |
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By: |
MPM BioVentures III GP, L.P., |
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its General Partner |
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By: |
MPM BioVentures III LLC, |
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its General Partner |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Series A Member |
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MPM BIOVENTURES III-QP, L.P. | |
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By: |
MPM BioVentures III GP, L.P., |
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its General Partner |
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By: |
MPM BioVentures III LLC, |
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its General Partner |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Series A Member |
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MPM BIOVENTURES III GMBH & CO. BETEILIGUNGS KG | |
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By: |
MPM BioVentures III GP, L.P., |
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in its capacity as the Managing |
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Limited Partner |
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By: |
MPM BioVentures III LLC, |
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its General Partner |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Series A Member |
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MPM BIOVENTURES III PARALLEL | |
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FUND, L.P. | |
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By: |
MPM BioVentures III GP, L.P., |
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its General Partner |
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By: |
MPM BioVentures III LLC, |
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its General Partner |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Series A Member |
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MPM ASSET MANAGEMENT | |
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INVESTORS 2003 BVIII LLC | |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Manager |
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MPM BIO IV NVS STRATEGIC FUND, L.P. | |
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By: |
MPM BioVentures IV GP LLC, |
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its General Partner |
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By: |
MPM BioVentures IV LLC, |
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its Managing Member |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx Xxxxxxx |
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Title: Member |
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SAINTS CAPITAL VI, L.P., | |
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a limited partnership | |
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By: |
Saints Capital VI LLC, |
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a limited liability company | |
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By: |
/s/ Xxxxx X. Xxxxxxxxx |
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Name: Xxxxx X. Xxxxxxxxx |
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Title: Managing Member |
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BROOKSIDE CAPITAL PARTNERS FUND, L.P. | |
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By: |
/s/ Xxxxxx Xxxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxxx |
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Title: General Counsel |
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The Xxxxxxxx Family Trust dated August 15, 2003 | |
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By: |
/s/ Xxxxxxxx Xxxxxxxx |
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Name: Xxxxxxxx Xxxxxxxx |
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Title: Trustee |
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The Xxxxxxx Trust dated 2/6/83 | |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: Xxxxxxx X. Xxxxxxx | |
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Title: Co-Trustee | |
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By: |
/s/ Xxx X. Xxxxxxx |
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Name: Xxx X. Xxxxxxx, | |
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Title: Co-Trustee | |
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THE WELLCOME TRUST LIMITED, AS TRUSTEE OF THE WELLCOME TRUST | |
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By: |
/s/ Xxxxx Xxxxxxx Xxxx |
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Name: Xxxxx Xxxxxxx Xxxx | |
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Title: Managing Director | |
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/s/ Xxxxxxx X. Xxxxxxxx | |
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Xx. Xxxxxxx X. Xxxxxxxx | |
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/s/ H. Xxxx Xxxxxxx III | |
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H. Xxxx Xxxxxxx III | |
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The Xxxxx X. Xxxxxxxx Revocable Trust | |
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By: |
/s/ Xxxxx X. Xxxxxxxx |
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Name: Xxxxx X. Xxxxxxxx | |
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Title: Trustee | |
