AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 24th, 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
LABORATORY SERVICES AND CONFIDENTIALITY AGREEMENTLaboratory Services and Confidentiality Agreement • October 24th, 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 • October 24th, 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.
CONFIDENTIAL LICENSE AGREEMENT* BETWEEN SCRAS S.A.S. AND NUVIOSLicense Agreement • October 24th, 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”).
DEVELOPMENT AND CLINICAL SUPPLIES AGREEMENT*Development and Clinical Supplies Agreement • October 24th, 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:
LICENSE AGREEMENT*License Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks • New York
AMENDMENT N°2 TO PHARMACEUTICAL DEVELOPMENT* AGREEMENTPharmaceutical Development Agreement • October 24th, 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 • October 24th, 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”).
Change Order Form # 7Change Order • October 24th, 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”).
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.
SERIES A-1 CONVERTIBLE PREFERRED STOCK ISSUANCE AGREEMENTSeries a-1 Convertible Preferred Stock Issuance Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks • Delaware
THIS SERIES A-1 CONVERTIBLE PREFERRED STOCK ISSUANCE AGREEMENT, dated this 11th day of May, 2011 (“Agreement”) is entered into by and among Radius Health, Inc., a Delaware corporation (the “Corporation”), and Ipsen Pharma SAS, a French corporation formerly known as SCRAS S.A.S. (“Investor”).
CLINICAL TRIAL SERVICES AGREEMENT*Clinical Trial Services Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks • New York
This Clinical Trial Services 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”) that is a wholly-owned subsidiary of Nordic Bioscience Clinical Development A/S and sets forth the terms and conditions that will apply to the provision by NB to Radius of certain services.
LICENSE AGREEMENT AMENDMENT NO. 2License Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks • Delaware
Radius Health Inc., a Delaware Corporation, formerly known as Nuvios, Inc. (“Radius”), and Ipsen Pharma SAS, a French corporation formerly known as SCRAS S.A.S., on behalf of itself and its Affiliates (Ipsen) (the “Parties”) entered into the certain License Agreement as of September 27, 2005 (“Effective Date”), as amended by that certain License Agreement Amendment No. effective as of September 12, 2007 (as amended, the “Agreement”). The Parties wish to enter into this License Agreement Amendment No. 2 (“Amendment No. 2”) effective as of , 2011 (“Amendment Date”) to amend certain provisions of the Agreement.
AMENDMENT N°1 TO PHARMACEUTICAL DEVELOPMENT* AGREEMENTPharmaceutical Development Agreement • October 24th, 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,
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks • New York
THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made and entered into as of October 16, 2007 (the “Effective Date”) by and between RADIUS HEALTH, INC., a Delaware corporation having an address at 300 Technology Square, 5th Floor, Cambridge, MA 02139 (together with its Affiliates, “RADIUS”) and LONZA Sales Ltd, a Swiss company having an address at Muenchensteinerstrasse 38, CH-4002 Basel, Switzerland (together with its Affiliates, “Manufacturer”).
WORK ORDER NO. 2*Development and Manufacturing Services Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks
THIS WORK ORDER NO. 2 is by and between RADIUS HEALTH, INC. (“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 the Development and Manufacturing Services Agreement between RADIUS and Manufacturer dated October 16, 2007 (the “Agreement”). Capitalized terms in this Work Order will have the same meanings as set forth in the Agreement.
FOURTH AMENDMENT TO DEVELOPMENT AND CLINICAL SUPPLIES AGREEMENT*Development and Clinical Supplies Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks
This Fourth Amendment (this Amendment”) is entered into as of March 2, 2011 by and between 3M Company, and 3M Innovative Properties Company having a principal office at 3M Center, Building 275-3E-10, St. Paul, MN 55144-1000 (hereinafter “3M”), and Radius Health, Inc. having a principal office at 201 Broadway, 6th Floor, Cambridge, MA (hereinafter “Radius”) and amends 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 and the Third Amendment dated as of September 29, 2010 (hereinafter, the “Agreement”). Capitalized terms used in this Amendment and not defined herein are used with the meanings ascribed to them in the Agreement.
Change Order Form # 9Change Order • October 24th, 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”).
Change Order Form # 6Development and Clinical Supplies Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks
Project Name: For the development of Radius’s BA-058 compound delivered via 3M’s Microstructured Transdermal Delivery System
PHARMACEUTICAL DEVELOPMENT AGREEMENT TO DEVELOP A MULTIDOSE INJECTION FOR BIM 44058*Pharmaceutical Development Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks • New York
BEAUFOUR IPSEN INDUSTRIE S.A.S., a French corporation with its principal office at Beaufour Ipsen Industrie S.A.S, rue d’Ethe Virton, 28100, France (“Ipsen”).
Change Order Form - Amendment 5*Development and Clinical Supply Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks
Description of change: Radius has asked 3M to prepare three Workplans that identify activities that could be initiated in February 2011. These activities are summarized on the following Workplans:
FIRST AMENDMENT TO LABORATORY SERVICES AND CONFIDENTIALITY AGREEMENTLaboratory Services and Confidentiality Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks
This is a First Amendment (“Amendment”) to Laboratory Services and Confidentiality Agreement dated as of the 7th day of November, 2008 (the “Effective Date”), amending the Laboratory Services and Confidentiality Agreement (“Agreement”) dated March 31st, 2004 between Charles River Laboratories, Inc. (“Laboratory”) and Radius Health, Inc. (formerly known as Nuvios, Inc.) (“Sponsor”). All undefined terms contained herein shall have the meaning set forth in the Agreement.
AMENDMENT N°3 TO PHARMACEUTICAL DEVELOPMENT AGREEMENT*Pharmaceutical Development Agreement • October 24th, 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,
Third Amendment To Development and Clinical Supplies Agreement*Development and Clinical Supplies Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks
This Amendment, dated September 29, 2010 by and between 3M Company, and 3M Innovative Properties Company having a principal office at 3M Center, Building 275-3E-10, St. Paul, MN 55144-1000 (hereinafter “3M”), and Radius Health Inc. having a principal office at 300 Technology Square, Cambridge, MA (hereinafter “Radius”) amends the Development and Clinical Supplies Agreement dated June 19, 2009 (hereinafter “the Agreement”) as follows:
Second Amendment To Development and Clinical Supplies Agreement*Development and Clinical Supplies Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks
This Amendment, dated September 16, 2010 by and between 3M Company, and 3M Innovative Properties Company having a principal office at 3M Center, Building 275-3E-10, St. Paul, MN 55144-1000 (hereinafter “3M”), and Radius Health Inc. having a principal office at 300 Technology Square, Cambridge, MA (hereinafter “Radius”) amends the Development and Clinical Supplies Agreement dated June 19, 2009 (hereinafter “the Agreement”) as follows:
Change Order Form # 10Development and Clinical Supplies Agreement • October 24th, 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”). Fourth Amendment to Development and Clinical Supplies Agreement dated March 2, 2011
LICENSE AGREEMENT AMENDMENT NO. 1License Agreement • October 24th, 2011 • Radius Health, Inc. • Blank checks
This Amendment No.°1 (the “Amendment No. 1”) is entered into on September 12, 2007 (the “Amendment Date”) by and between Radius Health Inc., a Delaware Corporation, formerly known as Nuvios, Inc. with its principal office at 300 Technology Square — 5th floor, Cambridge, MA 02139, United States of America, on behalf of itself and its Affiliates (“Radius”), and 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 (“Ipsen”).
Addendum to Change Order Form # 8Development and Clinical Supplies Agreement • October 24th, 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”).
Change Order Form # 8Change Order • October 24th, 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”).
