Exhibit 10.2


 


DEMAND PROMISSORY NOTE


 


	
  Up To: $100,000

  	
   

  	
  November 22,
  2010

  



 


FOR VALUE
RECEIVED, the undersigned, MPM
ACQUISITION CORP., a Delaware corporation (the “Borrower”),
hereby promises to pay to RADIUS
HEALTH, INC., a Delaware corporation (the “Payee”), the
principal amount due hereunder, not to exceed One
Hundred Thousand Dollars ($100,000) or, if less, the aggregate
unpaid principal amount of loans advanced by the Payee to the Borrower from and
after the date hereof (the “Loans”) and remaining outstanding.  All Loans shall be interest bearing as set
forth below and payable within ten (10) business days after demand by the
Payee thereof, which such demand shall not be made prior to March 31,
2011.


 


The Loans shall bear
interest on the unpaid principal amount from time to time outstanding
compounding annually at the rate of 0.41% per annum. Interest shall be due and
payable upon final payment of all unpaid principal amounts.


 


The Borrower irrevocably
authorizes the Payee to make or cause to be made, at or about the time of
advance of any Loan evidenced by this Note, or by the end of each calendar
year, if not sooner, and at the time of receipt of any payment of principal of
this Note, an appropriate notation on the grid attached to this Note, reflecting
the making of such Loan or (as the case may be) the receipt of such payment.


 


The Note may be prepaid in
whole or in part at any time without penalty. 
Each payment made hereunder shall be applied first to unpaid interest
and second to the principal due.


 


No delay or omission on the
part of the Payee in exercising any right hereunder shall operate as a waiver
of such right or of any other right of such Payee, nor shall any delay,
omission or waiver on any one occasion be deemed a bar to or waiver of the same
or any other right on any future occasion.


 


Except for so long as MPM
Asset Management LLC is a majority stockholder of Borrower, the Borrower agrees
to pay all costs and expenses, including without limitation all costs of
litigation and attorney’s fees, incurred or paid by the Payee hereof in
enforcing this Note on default.


 


The Payee agrees that:


 


(1) It shall not
commence, or cause to be commenced, or join with any creditor of the Borrower
or any affiliate in commencing, any bankruptcy, insolvency, receivership or
similar proceeding against Borrower, and to the extent permitted by applicable
law, hereby waives any and all rights to do so; and


 


(2) It shall not make
any claim against, cause any claim to be made against, commence any action,
suit or proceeding, cause any action, suit or proceeding to be commenced,
deliver notice rejecting any offer by, or cause to be delivered notice
rejecting any offer by, the Borrower or any affiliate relating to the
dissolution thereof or relating to or under Section 280 of the General
Corporation Law of the State of Delaware.


 


The Payee agrees that
recourse under this Note shall be to the general unsecured assets of the
Borrower only and in no event to the officers, directors or stockholders of the
Borrower.


 


This Note shall be construed
and enforced in accordance with, and the rights of the parties shall be
governed by, the laws of the Commonwealth of Massachusetts.


 

















 


The Payee represents to the
Borrower that (a) the Payee has the corporate power and authority to enter
into this Note and make the loans contemplated hereby, (b) the execution,
delivery and performance of this Note by the Payee have been duly authorized by
all necessary corporate action and (c) each of the agreements and
covenants of the Payee contained in this Note are valid and binding obligations
of the Payee and are enforceable against the Payee in accordance with its
terms.


 

















 


IN WITNESS
WHEREOF, this Note has been duly executed by the undersigned Borrower and
Payee, intending it to have effect as an instrument executed under seal, as of
the day and year first above written.


 


	
   

  	
  MPM
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven St. Peter

  
	
   

  	
  Name:

  	
  Steven
  St. Peter

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RADIUS HEALTH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ B.N.
  Harvey

  
	
   

  	
  Name:   B.N.
  Harvey

  
	
   

  	
  Title:     Chief
  Financial Officer

  
					



 

















 


LOAN GRID


 


	
  Date

  	
   

  	
  Amount

  of Loan

  	
   

  	
  Amount of

  Principal Paid

  	
   

  	
  Balance of

  Principal Unpaid

  	
   

  	
  Notation

  Made By:

  
	
  11/22/2010

  	
   

  	
  $

  	
  60,824.81

  	
   

  	
  —

  	
   

  	
  $

  	
  60,824.81

  	
   

  	
  B.N. Harvey

  
											



 


4