Exhibit 10.67

 

AMENDMENT NO. 1
 TO
 SERIES A-1 CONVERTIBLE PREFERRED
 STOCK PURCHASE AGREEMENT

 

This AMENDMENT NO. 1 TO SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment No. 1”) is entered into as of the 11th day of May, 2011, to amend that certain Series A-1 Convertible Preferred Stock Purchase Agreement dated April 25, 2011, by and among Radius Health, Inc., a Delaware corporation (the “Corporation”) and each of the Investor parties named therein. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Agreement.

 

WHEREAS, the parties to the Agreement (the “Parties”) have entered into the Agreement for, among other things, the purchase and sale shares of the Corporation’s Series A-1 Preferred Stock;

 

WHEREAS, the Parties acknowledge and agree that it is in the best interest of the Parties to eliminate certain conditions precedent and subsequent to the Stage I Closing, Stage II Closing and the Stage III Closing, as set forth herein; and

 

WHEREAS, the Parties wish to amend the Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of the agreements herein and in the Agreement and in reliance upon the representations and warranties herein and therein, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.             Section 7.1 of the Agreement is hereby amended by deleting Section 7.1 in its entirety and replacing it with the following:  “7.1 RESERVED. “

 

2.             Section 7.2 of the Agreement is hereby amended by deleting Section 7.2 in its entirety and replacing it with the following:  “7.2 RESERVED. “

 

3.             Section 7.3 of the Agreement is hereby amended by deleting Section 7.3 in its entirety and replacing it with the following:  “7.3 RESERVED. “

 

4.             Section 7.4 of the Agreement is hereby amended by deleting Section 7.4 in its entirety and replacing it with the following:  “7.4 RESERVED. “

 

5.             Section 7.5 of the Agreement is hereby amended by deleting Section 7.5 in its entirety and replacing it with the following:  “7.5 RESERVED. “

 

6.             Section 8 of the Agreement is hereby amended by deleting clause (c) thereof in its entirety, deleting “; and” in the sixth line thereof and inserting “and” in the fifth line immediately before “(b)”.

 

7.             The Agreement is hereby amended by deleting all references to the sections of the Agreement deleted in their entirety hereby.

 

8.             Except to the extent amended hereby, all of the definitions, terms, provisions and conditions set forth in the Agreement are hereby ratified and confirmed and shall remain in full force and effect.  The Agreement and this Amendment No. 1 shall be read and construed together as a single agreement and the term “Agreement” shall be deemed a reference to the Agreement as amended by this Amendment No. 1.  This Amendment No. 1 may be signed in any number of counterparts, each of which

 











 

shall be deemed to be an original and all of which together shall constitute but one and the same instrument.  In making proof of this Amendment No. 1 it shall not be necessary to produce or account for more than one such counterpart.

 

IN WITNESS WHEREOF, the parties have executed under seal and delivered this Agreement as of the date first written above.

 

	
 
    	
THE   CORPORATION:
    
	
 
    	
 
    
	
 
    	
RADIUS   HEALTH, INC.
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ C. Richard Edmund Lyttle
    
	
 
    	
 
    	
Name: C. Richard Edmund Lyttle
    
	
 
    	
 
    	
Title: President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
As   an anticipated successor and assign to the Corporation under Section 16   hereof:
    
	
 
    	
 
    
	
 
    	
MPM   ACQUISITION CORP.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ C. Richard Edmund Lyttle
    
	
 
    	
 
    	
Name: C. Richard Edmund Lyttle
    
	
 
    	
 
    	
Title: President
    


 











 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
BB   Biotech Ventures II, L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
BB   Biotech Ventures Guernsey Ltd
    
	
 
    	
 
    	
Its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Pascal Mahieux
    
	
 
    	
 
    	
Name: Pascal Mahieux
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BB   Biotech Growth N.V.
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Jan Bootsma
    
	
 
    	
 
    	
Name: Jan Bootsma
    
	
 
    	
 
    	
Title: Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
HEALTHCARE   VENTURES VII, L.P.
    
	
 
    	
By:   
    	
HealthCare   Partners VII, L.P.
    
	
 
    	
 
    	
Its   General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Jeffrey Steinberg
    
	
 
    	
 
    	
Name:
    	
Jeffrey   Steinberg
    
	
 
    	
 
    	
Title: 
    	
Administrative   Partner of HealthCare Partners VII, L.P.
    
	
 
    	
 
    	
 
    	
The   General Partner of HealthCare Ventures VII, L.P.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HEALTHCARE   PRIVATE EQUITY LIMITED PARTNERSHIP acting by its general partner Waverley   Healthcare Private Equity Limited
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Andrew November
    
	
 
    	
 
    	
Name:   Andrew November
    
	
 
    	
 
    	
Title:   Authorized Signatory
    


 











 

	
 
    	
MPM BIOVENTURES III, L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
MPM BioVentures III GP, L.P.,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
By:   
    	
MPM   BioVentures III LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ansbert Gadicke
    
	
 
    	
 
    	
Name: Ansbert Gadicke
    
	
 
    	
 
    	
Title: Series A Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MPM BIOVENTURES III-QP, L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
MPM BioVentures III GP, L.P.,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
By:   
    	
MPM   BioVentures III LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ansbert Gadicke
    
	
 
    	
 
    	
Name: Ansbert Gadicke
    
	
 
    	
 
    	
Title: Series A Member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MPM   BIOVENTURES III GMBH & CO. BETEILIGUNGS   KG
    
	
 
    	
 
    
	
 
    	
By: 
    	
MPM BioVentures III GP, L.P.,
    
	
 
    	
 
    	
in   its capacity as the Managing
    
	
 
    	
 
    	
Limited   Partner
    
	
 
    	
By:   
    	
MPM   BioVentures III LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ansbert Gadicke
    
	
 
    	
 
    	
Name: Ansbert Gadicke
    
	
 
    	
 
    	
Title: Series A Member
    


 











 

	
 
    	
MPM BIOVENTURES   III PARALLEL
    
	
 
    	
FUND,   L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
MPM BioVentures III GP, L.P.,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
By:   
    	
MPM   BioVentures III LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ansbert Gadicke
    
	
 
    	
 
    	
Name: Ansbert Gadicke
    
	
 
    	
 
    	
Title: Series A Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MPM   ASSET MANAGEMENT
    
	
 
    	
INVESTORS   2003 BVIII LLC
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ansbert Gadicke
    
	
 
    	
 
    	
Name: Ansbert Gadicke
    
	
 
    	
 
    	
Title: Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MPM   BIO IV NVS STRATEGIC FUND, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    	
MPM BioVentures IV GP LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
By:
    	
MPM   BioVentures IV LLC,
    
	
 
    	
 
    	
its   Managing Member
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ansbert Gadicke
    
	
 
    	
 
    	
Name: Ansbert Gadicke
    
	
 
    	
 
    	
Title: Member
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SAINTS   CAPITAL VI, L.P.,
    
	
 
    	
a   limited partnership
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
Saints   Capital VI LLC,
    
	
 
    	
a   limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   David P. Quinlivan
    
	
 
    	
 
    	
Name: David P. Quinlivan
    
	
 
    	
 
    	
Title: Managing Member
    


 











 

	
 
    	
BROOKSIDE   CAPITAL PARTNERS FUND, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ranesh Ramanathan
    
	
 
    	
 
    	
Name:   Ranesh Ramanathan
    
	
 
    	
 
    	
Title:   General Counsel
    
	
 
    	
 
    	
 
    
	
 
    	
The   Breining Family Trust dated August 15, 2003
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Clifford Breining
    
	
 
    	
 
    	
Name: Clifford Breining
    
	
 
    	
 
    	
Title: Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
The   Richman Trust dated 2/6/83
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Douglas Richman
    
	
 
    	
Name:   Douglas D. Richman
    
	
 
    	
Title:   Co-Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Eva A. Richman
    
	
 
    	
Name:   Eva A. Richman,
    
	
 
    	
Title:   Co-Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
THE   WELLCOME TRUST LIMITED, AS TRUSTEE OF THE WELLCOME TRUST
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Peter Pereira Gray
    
	
 
    	
Name:   Peter Pereira Gray
    
	
 
    	
Title:   Managing Director
    
	
 
    	
 
    
	
 
    	
/s/   Raymond F. Schinazi
    
	
 
    	
Dr. Raymond   F. Schinazi
    
	
 
    	
 
    	
 
    
	
 
    	
/s/   H. Watt Gregory III
    
	
 
    	
H. Watt   Gregory III
    
	
 
    	
 
    
	
 
    	
The   David E. Thompson Revocable Trust
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   David E. Thompson
    
	
 
    	
Name:   David E. Thompson
    
	
 
    	
Title:   Trustee