SERIES A-1 CONVERTIBLE PREFERRED STOCK ISSUANCE AGREEMENT*Stockholders’ Agreement • September 30th, 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”).
CONFIDENTIAL LICENSE AGREEMENT* BETWEEN SCRAS S.A.S. AND NUVIOSLicense Agreement • September 30th, 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”).
LICENSE AGREEMENT*License Agreement • September 30th, 2011 • Radius Health, Inc. • Blank checks • New York
CONSENT TO SUBLEASEConsent to Sublease • September 30th, 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”).
CLINICAL TRIAL SERVICES AGREEMENT*Clinical Trial Services Agreement • September 30th, 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.
PHARMACEUTICAL DEVELOPMENT AGREEMENT TO DEVELOP A MULTIDOSE INJECTION FOR BIM 44058*Development Agreement • September 30th, 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 AMENDMENT NO. 2*License Agreement • September 30th, 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.
WORK ORDER NO. 2*Radius Health, Inc. • September 30th, 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.
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT*Development and Manufacturing Services Agreement • September 30th, 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”).
AMENDMENT N°1 TO PHARMACEUTICAL DEVELOPMENT* AGREEMENTRadius Health, Inc. • September 30th, 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,
Change Order Form - Amendment 5*Radius Health, Inc. • September 30th, 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:
AMENDMENT N°3 TO PHARMACEUTICAL DEVELOPMENT AGREEMENT*Radius Health, Inc. • September 30th, 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,
SUBLEASESublease • September 30th, 2011 • Radius Health, Inc. • Blank checks • Massachusetts
LEASE by and between BROADWAY HAMPSHIRE ASSOCIATES LIMITED PARTNERSHIP, a Massachusetts limited partnership (hereinafter called “Lessor”), and SONOS, INC., a Delaware corporation (hereinafter called “Lessee”).
AMENDMENT NO.3 to WORK ORDER NO.2*Radius Health, Inc. • September 30th, 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.
FIRST AMENDMENT TO LABORATORY SERVICES AND CONFIDENTIALITY AGREEMENTLaboratory Services and Confidentiality Agreement • September 30th, 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.
