INDEMNIFICATION AGREEMENTIndemnification Agreement • May 23rd, 2011 • Radius Health, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 17, 2011 between Radius Health, Inc., a Delaware corporation (the “Company”), and Ansbert K. Gadicke (“Indemnitee”).
RADIUS HEALTH, INC. 2003 LONG-TERM INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 23rd, 2011 • Radius Health, Inc. • Blank checks • Delaware
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 23rd, 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
AMENDMENT NO.3 to WORK ORDER NO.2*Radius Health, Inc. • May 23rd, 2011 • 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 • May 23rd, 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 • May 23rd, 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:
RADIUS HEALTH, INC. STOCK OPTION AGREEMENTStock Option Agreement • May 23rd, 2011 • Radius Health, Inc. • Blank checks • Delaware
DEVELOPMENT AND CLINICAL SUPPLIES AGREEMENT AMENDMENT NO. 1*Development and Clinical Supplies Agreement • May 23rd, 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.
ContractRadius Health, Inc. • May 23rd, 2011 • Blank checks • 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.
CONSENT TO SUBLEASEConsent to Sublease • May 23rd, 2011 • Radius Health, Inc. • Blank checks
Reference is made to that certain Lease dated June 28, 2004 and amended by First Amendment to Lease dated April 30, 2007 (as amended, the “Prime Lease”), by and between Broadway/Hampshire Associates Limited Partnership, a Massachusetts limited partnership, as lessor (the “Lessor”), and Sonos, Inc., a Delaware corporation, as lessee (the “Lessee”), regarding certain premises consisting of approximately (i) 5,672 rentable square feet located on the 6th floor (the “6th Floor Premises”) and (ii) 5,944 rentable square feet located on the 7th floor (the “7th Floor Premises”) of the building (the “Building”) located at 201 Broadway, Cambridge, Massachusetts, all as more particularly described in the Prime Lease (the “Prime Lease Premises”).
Change Order Form - Amendment 5*Radius Health, Inc. • May 23rd, 2011 • Blank checks
Description of change: Radius has asked 3M to prepare three Workplans that identify activities that could be initiated in [*]. These activities are summarized on the following Workplans:
PHARMACEUTICAL DEVELOPMENT AGREEMENT TO DEVELOP A MULTIDOSE INJECTION FOR BIM 44058*Development Agreement • May 23rd, 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”).
LICENSE AGREEMENT*License Agreement • May 23rd, 2011 • Radius Health, Inc. • Blank checks • New York
This LICENSE AGREEMENT (hereinafter called “Agreement”) made and entered into this 29th day of June, 2006 (the “Effective Date”) by and between Eisai Co., Ltd., a corporation organized and existing under the laws of Japan, with its registered office at 6-10 Koishikawa 4-chome, Bunkyo-ku, Tokyo, 112-8088, Japan (hereinafter called “Eisai”) and Radius Health, Inc., with its registered office at 300 Technology Square, 5th Floor, Cambridge, MA 02139, U.S.A. (hereinafter called “Radius”). Eisai and Radius are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ContractRadius Health, Inc. • May 23rd, 2011 • Blank checks • 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.
LICENSE AGREEMENT AMENDMENT NO. 1*License Agreement • May 23rd, 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”).
FIRST AMENDMENT TO LABORATORY SERVICES AND CONFIDENTIALITY AGREEMENTLaboratory Services and Confidentiality Agreement • May 23rd, 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*Radius Health, Inc. • May 23rd, 2011 • 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,
LABORATORY SERVICES AND CONFIDENTIALITY AGREEMENT*Laboratory Services and Confidentiality Agreement • May 23rd, 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”).
CLINICAL TRIAL SERVICES AGREEMENT*Clinical Trial Services Agreement • May 23rd, 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.
Third Amendment To Development and Clinical Supplies Agreement*Radius Health, Inc. • May 23rd, 2011 • 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:
STOCK ISSUANCE AGREEMENT*Stock Issuance Agreement • May 23rd, 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”).
Second Amendment To Development and Clinical Supplies Agreement*Development And • May 23rd, 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:
AMENDMENT N°1 TO PHARMACEUTICAL DEVELOPMENT* AGREEMENTRadius Health, Inc. • May 23rd, 2011 • 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 AGREEMENTStock Purchase Agreement • May 23rd, 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”).
WORK ORDER NO. 2*Radius Health, Inc. • May 23rd, 2011 • 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 • May 23rd, 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.
RADIUS HEALTH, INC. 2003 LONG-TERM INCENTIVE PLAN FORM STOCK OPTION AGREEMENTForm Stock Option Agreement • May 23rd, 2011 • Radius Health, Inc. • Blank checks • Delaware
SERIES A-1 CONVERTIBLE PREFERRED STOCK ISSUANCE AGREEMENT*Stock Issuance Agreement • May 23rd, 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”).
LICENSE AGREEMENT AMENDMENT NO. 2*License Agreement • May 23rd, 2011 • Radius Health, Inc. • Blank checks
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.
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT*Development and Manufacturing Services Agreement • May 23rd, 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”).
SUBLEASESublease • May 23rd, 2011 • Radius Health, Inc. • Blank checks
THIS SUBLEASE (this “Sublease”) is entered into as of January 14, 2011, by and between Sonos, Inc., a Delaware corporation (“Sublandlord”), and Radius Health, Inc., a Delaware corporation (“Subtenant”).
AMENDMENT N°2 TO PHARMACEUTICAL DEVELOPMENT* AGREEMENTRadius Health, Inc. • May 23rd, 2011 • 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,
