Exhibit 10.22

 

Laboratory Services and Confidentiality Agreement - Amendment 1*

Radius Health, Inc.

 

FIRST AMENDMENT TO LABORATORY SERVICES 
 AND CONFIDENTIALITY AGREEMENT

 

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.

 

WHEREAS, Sponsor and Laboratory wish to amend the Agreement as hereafter provided.

 

NOW, THEREFORE, for good and valuable consideration and intending to be legally bound, the parties hereby agree as follows:

 

1.                                       The Services may be performed by Laboratory or any of its affiliates at any of the facilities listed on Exhibit A attached hereto and made a part hereof.

 

2.                                       Notices from Sponsor to Laboratory shall be addressed to the applicable facility at the address listed on Exhibit A, with copies as indicated on Exhibit A.

 

3.                                       Notices from Laboratory to Sponsor shall be addressed to:

 

“Radius Health, Inc.
 300 Technology Square
 Cambridge, MA 02139
 Attn: Chief Financial Officer”

 

4.                                       The Agreement between Laboratory and Sponsor is hereby amended to extend the term until March 31st, 2014.

 

5.                                       All Services shall be performed in accordance with the Supporting Documents applicable to the Services and shall be performed in accordance with the applicable laws and regulations of said jurisdiction.

 

6.                                       Section 11.2 of the Agreement will be replaced in its entirety with the following:

 

“Laboratory’s liability under this Agreement, regardless of the form of action, shall not exceed [*] provided under the Letter of Payment Authorization under which such liability arises.

 

7.                                       Section 19.3 of the Agreement will be replaced in its entirety with the following:

 




* Confidential Treatment Requested by the Registrant.  Redacted Portion Filed Separately with the Commission.

 

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“This Agreement, and the rights and obligations hereunder, may not be assigned or transferred by Laboratory without the prior written consent of Sponsor. However, Laboratory may, without the consent of Sponsor, transfer or assign this Agreement, in whole or in part to an affiliate, or in connection with a merger, consolidation, or a sale or transfer of all or substantially all of the assets to which this Agreement relates, provided that Laboratory notifies Sponsor [*] ([*]) days prior to such merger, consolidation, sale or transfer, and provided that all obligations of Laboratory are assumed by the assignee. Sponsor may assign this Agreement in whole or in part without consent of Laboratory. No assignment will relieve either party of the performance of any accrued obligation that such party may then have under this Agreement.”

 

8.                                       All other terms and conditions of the Agreement, as amended and modified, are hereby ratified, confirmed and approved.

 

IN WITNESS WHEREOF, duly authorized representatives of the parties have signed this Amendment as of the Effective Date.

 

	
Charles   River Laboratories, Inc.
    	
 
    	
Sponsor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Chris Perkin
    	
 
    	
By:
    	
/s/ B.N.   Harvey
    
	
 
    	
duly   authorized
    	
 
    	
 
    	
duly   authorized
    
	
 
    	
 
    	
 
    
	
For   Print Name: Chris Perkin, D.A.B.T.
    	
 
    	
Print   Name: B.N. Harvey
    
	
Title:
    	
Corporate   Senior Vice President & President,
    	
 
    	
Title: CFO
    
	
 
    	
Canadian &   Chinese Preclinical Services
    	
 
    	
 
    
	
Date:
    	
November 12,   2008
    	
 
    	
Date: 11/12/08
    
						


 




* Confidential Treatment Requested by the Registrant.  Redacted Portion Filed Separately with the Commission.

 

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Exhibit A

 

Work may be conducted at any of the following Charles River Laboratories locations:

 

	
905   Sheehy Drive, Building A

Horsham,   PA 19044

Tel:   (215)-443-8710

Fax:   (215) 443-8587
    	
 
    	
640   N. Elizabeth Street

Spencerville,   OH 45887

Tel:   (419) 647-4196

Fax:   (419) 647-6560
    
	
 
    	
 
    	
 
    
	
100   East Boone Street

Redfield,   AR 72132

Tel:   (501) 397-2540

Fax:   (501) 397-2002
    	
 
    	
15   Worman’s Mill Court, Suite I

Frederick,   MD 21701

Tel:   (301) 663-1644

Fax:   (301) 663-8994
    
	
 
    	
 
    	
 
    
	
358   Technology Drive

Malvern,   PA 19355

Tel:   (610) 640-4550

Fax:   (610) 889-9029
    	
 
    	
587   Dunn Circle

Sparks,   NV 89431

Tel:   (775) 331-2201

Fax:   (775) 331-2289
    
	
 
    	
 
    	
 
    
	
6996   Longley Lane

Reno,   NV 89511

Tel:   (775) 682-2000

Fax:   (775) 682-2100
    	
 
    	
22022   Transcanadienne

Senneville,   Quebec

H9X   3R3, Canada

Tel:   (514) 630-8200

Fax:   (514) 630-8230
    
	
 
    	
 
    	
 
    
	
Elphinstone   Research Center

Tranent   , Edinburgh EH33 2NE

Scotland   UK

Tel:   011 +44 1875 614 545

Fax:   011 +44 1875 614 555
    	
 
    	
Carrentrila

Ballina, Co.   Mayo

Ireland

Tel:   011 +353 96 20800

Fax:   011 +353 96 22517
    
	
 
    	
 
    	
 
    
	
251   Ballardvale Street

Wilmington,   MA 01887

Tel:   (978) 658-6000

Fax:   (978) 658-7132
    	
 
    	
334   South Street

Shrewsbury,   MA 01545

Tel:   (508) 925-6900
    
	
 
    	
 
    	
 
    
	
3615   Pacific Avenue

Tacoma,   WA 98418

Tel:   (253) 593-5304

Fax:   (253) 593-5181
    	
 
    	
1023   Wapoo Road

Charleston,   SC 29407

Tel:   (843) 766-7575

Fax:   (843) 766-7576
    
	
 
    	
 
    	
 
    
	
4025   Stirrup Creek Drive, Suite 150

Durham,   NC 27703

Tel:   (919) 206-7007

Fax:   (919) 206-7001
    	
 
    	
2255   W. Harrison

Chicago, IL   60612

Tel:   (312) 666-1555

Fax:   (312) 666-1764
    
	
 
    	
 
    	
 
    
	
200   NE Missouri Road – Suite 104

Lee’s   Summit, MO 64086

Tel:   (508) 925-6540

Fax:   (816) 525-0076
    	
 
    	
 
    


 

A COPY OF ALL NOTICES SHALL BE SENT TO:

 

	
Charles   River Laboratories, Inc.

251   Ballardvale Street

Wilmington,   MA 01887

Attn:   General Counsel

Tel   (978) 658-6000

Fax: (978) 658-988-5665
    	
 
    	
Charles   River Laboratories, Inc.

251   Ballardvale Street

Wilmington   MA 01887

Attn:                    Heidi Oskar,   Senior Contracts Administrator

Tel   (978) 658-6000

Fax: (978) 988-5827
    


 




* Confidential Treatment Requested by the Registrant.  Redacted Portion Filed Separately with the Commission.

 

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