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As filed with the Securities and Exchange Commission on November 8, 2011

Registration No. 333-175091

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 5 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Radius Health, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  2834
(Primary Standard Industrial
Classification Code Number)
  80-0145732
(I.R.S. Employer
Identification Number)

201 Broadway, 6th Floor. Cambridge, MA, 02139
(617) 551-4700

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)



C. Richard Lyttle, Ph.D.
Chief Executive Officer
Radius Health, Inc.
201 Broadway, 6th Floor
Cambridge, MA, 02139
(617) 551-4700
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:
Julio E. Vega, Esq.
Matthew J. Cushing, Esq.

Bingham McCutchen LLP
One Federal Street
Boston, Massachusetts 02110
(617) 951-8000



Approximate date of commencement of proposed sale to the public:
Promptly after the effective date of this Registration Statement, subject to applicable contractual lock-up agreements.

         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of check the following box.    ý

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company ý

         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.



EXPLANATION OF AMENDMENT

        The purpose of this Amendment No. 5 to our Registration Statement on Form S-1 filed with the Securities Exchange Commission on June 23, 2011, and amended by Amendment No. 1 thereto, filed on September 1, 2011, Amendment No. 2 thereto, filed on October 6, 2011, Amendment No. 3 thereto, filed on October 28, 2011, and Amendment No. 4 thereto, filed on November 7, 2011 (as amended, the "Form S-1"), is to (a) to update the Exhibit Index to change certain cross-references and (b) to incorporate into the Form S-1 exhibits filed with Company's Amendment No. 6 to Form 8-K filed on November 9, 2011.

        No other changes have been made to the Form S-1 other than those described above. This Amendment No. 5 does not reflect any subsequent events occurring after the filing date of Amendment No. 4 to the Form S-1, other than described above, or modify or update in any way disclosures made in the prospectus included in the Form S-1 as amended by Amendment No. 4 thereto.



PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Exhibits and Financial Statement Schedules

(a)
Exhibits

Exhibit No.   Description
  2.1 (10) Agreement and Plan of Merger, dated April 25, 2011

 

3.1

(4)

Certificate of Incorporation, as amended

 

3.2

(9)

By-Laws, as amended

 

4.1

(12)

Amended and Restated Stockholders' Agreement, dated May 17, 2011, by and among the Company, as successor to Radius Health, Inc., and the Stockholders listed therein

 

4.1.1

(11)

Amendment No. 1 to Amended and Restated Stockholders' Agreement dated November 7, 2011 by and among the Company and the Stockholders listed therein.

 

4.1.2

(11)

Amendment No. 2 to Amended and Restated Stockholders' Agreement dated November 7, 2011 by and among the Company and the Stockholders listed therein.

 

5.1

(4)

Opinion of Bingham McCutchen LLP

 

10.1

(8)(12)

Clinical Trial Services Agreement and Work Statement NB-1, dated March 29, 2011, by and between the Company, as successor to Radius Health, Inc., and Nordic BioScience Clinical Development VII A/S

 

10.2

(6)

Amended and Restated Stock Issuance Agreement, dated May 16, 2011, by and between the Company, as successor to Radius Health, Inc., and Nordic BioScience Clinical Development VII A/S

 

10.2.1

(13)

Stock Issuance Agreement, dated March 29, 2011 by and between Radius Health, Inc. and Nordic BioScience Clinical Development VII A/S. This agreement has been superceded and replaced by The Amended and Restated Stock Issuance Agreement filed as Exhibit 10.2 hereof.(11)

 

10.3

(12)

Side Letter, dated March 29, 2011, by and between the Company, as successor to Radius Health, Inc., and Nordic BioScience Clinical Development VII A/S

 

10.4

(8)(13)

License Agreement, dated September 27, 2005, by and between the Company, as successor to Nuvios, Inc., and SCRAS SAS, on behalf of itself and its Affiliates

 

10.5

(8)(12)

Pharmaceutical Development Agreement, dated January 2, 2006, by and between the Company, as successor to Radius Health, Inc., and Beaufour Ipsen Industrie SAS

 

10.6

(8)(13)

Amendment No. 1 to Pharmaceutical Development Agreement, dated January 1, 2007, by and between the Company, as successor to Radius Health, Inc., and Beaufour Ipsen Industrie SAS

 

10.7

(12)

License Agreement Amendment No. 1, dated September 12, 2007, by and between the Company, as successor to Radius Health, Inc., and SCRAS SAS

 

10.8

(8)(13)

Amendment No. 2 to Pharmaceutical Development Agreement, dated January 1, 2009, by and between the Company, as successor to Radius Health, Inc., and Beaufour Ipsen Industrie SAS

II-1


Exhibit No.   Description
  10.9 (8)(12) Amendment No. 3 to Pharmaceutical Development Agreement, dated June 16, 2010, by and between the Company, as successor to Radius Health, Inc., and Beaufour Ipsen Industrie SAS

 

10.10

(11)

License Agreement Amendment No. 2, dated May 11, 2011, by and between the Company, as successor to Radius Health, Inc., and Ipsen Pharma SAS

 

10.11

(11)

Series A-1 Convertible Preferred Stock Issuance Agreement, dated May 11, 2011, by and between the Company, as successor to Radius Health, Inc., and Ipsen Pharma SAS

 

10.12

(12)

Development and Manufacturing Services Agreement, dated October 16, 2007, by and between the Company, as successor to Radius Health, Inc., and LONZA Sales Ltd.

 

10.13

(8)(13)

Work Order No. 2, dated January 15, 2010, by and between the Company, as successor to Radius Health, Inc., and LONZA Sales Ltd.

 

10.14

(8)(13)

Amendment No. 3 to Work Order No.2, dated December 15, 2010, by and between the Company, as successor to Radius Health, Inc., and LONZA Sales Ltd.

 

10.15

(8)(13)

Development and Clinical Supplies Agreement, dated June 19, 2009, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.

 

10.16

(8)(12)

Amendment No. 1, dated December 31, 2009, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.

 

10.17

(8)(12)

Amendment No. 2, dated September 16, 2010, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.

 

10.18

(12)

Amendment No. 3, dated September 29, 2010, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.

 

10.19

(8)(12)

Change Order Form—Amendment No. 5, dated February 4, 2011, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.

 

10.20

(8)(13)

Amendment No. 4, dated March 2, 2011, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.

 

10.21

(8)(13)

Laboratory Services and Confidentiality Agreement, dated March 31, 2004, by and between the Company, as successor to Nuvios, Inc., and Charles River Laboratories, Inc.

 

10.22

(12)

First Amendment to Laboratory Services and Confidentiality Agreement, dated November 7, 2008, by and between the Company, as successor to Radius Health, Inc., and Charles River Laboratories,  Inc.

 

10.23

(8)(13)

Letter of Payment Authorization, dated November 20, 2010, by and between the Company, as successor to Radius Health, Inc., and Charles River Laboratories Preclinical Services Montréal Inc.

II-2


Exhibit No.   Description
  10.24 (8)(13) Letter of Payment Authorization, dated February 7, 2011, by and between the Company, as successor to Radius Health, Inc., and Charles River Laboratories Preclinical Services Montréal Inc.

 

10.25

(8)(13)

License Agreement, dated June 29, 2006, by and between the Company, as successor to Radius Health, Inc., and Eisai Co., Ltd.

 

10.26

(11)

Series A-1 Convertible Preferred Stock Purchase Agreement, dated April 25, 2011, by and among the Company, as successor to Radius Health, Inc., and the Investors listed therein

 

10.27

(2)(3)

Radius Health, Inc. (f/k/a Nuvios, Inc.) 2003 Long-Term Incentive Plan, assumed in the Merger

 

10.28

(2)(3)

Radius Health, Inc. First Amendment to 2003 Long-Term Incentive Plan effective as of December 15, 2006, assumed in the Merger

 

10.29

(2)(3)

Radius Health, Inc. Second Amendment to 2003 Long-Term Incentive Plan effective as of March 28, 2008, assumed in the Merger

 

10.30

(2)(3)

Radius Health, Inc. Third Amendment to 2003 Long-Term Incentive Plan effective as of November 14, 2008, assumed in the Merger

 

10.31

(2)

Radius Health, Inc. 2003 Long-Term Incentive Plan Form of Stock Option Agreement

 

10.32

(2)(3)

Radius Health, Inc. (f/k/a Nuvios, Inc.) 2003 Long-Term Incentive Plan Stock Option Agreement, dated October 28, 2004, by and between the Company, as successor to Nuvios, Inc., and Richard Lyttle for Option No. 04-103

 

10.33

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated July 12, 2007, by and between the Company, as successor to Radius Health, Inc., and Richard Lyttle for Option No. 07-08

 

10.34

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated May 8, 2008, by and between the Company, as successor to Radius Health, Inc., and Richard Lyttle for Option No. 08-09

 

10.35

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated December 3, 2008, by and between the Company, as successor to Radius Health, Inc., and Richard Lyttle for Option No. 08-14

 

10.36

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated February 15, 2006, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea for Option No. 06-07

 

10.37

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated July 12, 2007, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea for Option No. 07-07

 

10.38

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated May 8, 2008, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea for Option No. 08-05

 

10.39

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated December 3, 2008, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea for Option No. 08-10

II-3


Exhibit No.   Description
  10.40 (2)(3) Radius Health, Inc. (f/k/a Nuvios, Inc.) 2003 Long-Term Incentive Plan Stock Option Agreement, dated December 16, 2003, by and between the Company, as successor to Nuvios, Inc., and Gary Hattersley for Option No. 03-001

 

10.41

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated February 15, 2006, by and between the Company, as successor to Radius Health, Inc., and Gary Hattersley for Option No. 06-02

 

10.42

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated July 12, 2007, by and between the Company, as successor to Radius Health, Inc., and Gary Hattersley for Option No. 07-06

 

10.43

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated May 8, 2008, by and between the Company, as successor to Radius Health, Inc., and Gary Hattersley for Option No. 08-08

 

10.44

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated December 3, 2008, by and between the Company, as successor to Radius Health, Inc., and Gary Hattersley for Option No. 08-13

 

10.45

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated July 12, 2007, by and between the Company, as successor to Radius Health, Inc., and Nick Harvey for Option No. 07-09

 

10.46

(2)(3)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated May 8, 2008, by and between the Company, as successor to Radius Health, Inc., and Nick Harvey for Option No. 08-06

 

10.47

(2)

Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated December 3, 2008, by and between the Company, as successor to Radius Health, Inc., and Nick Harvey for Option No. 08-11

 

10.48

(2)

Employment Letter Agreement, dated July 2, 2004, by and between the Company, as successor to Nuvios, Inc., and C. Richard Edmund Lyttle

 

10.49

(2)

Employment Letter Agreement, November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Gary Hattersley

 

10.50

(2)

Employment Letter Agreement, dated January 30, 2006, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea

 

10.51

(9)

Employment Letter Agreement, dated November 15, 2006, by and between the Company, as successor to Radius Health, Inc., and Nick Harvey

 

10.52

(2)

Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Ansbert K. Gadicke

 

10.53

(2)

Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and C. Richard Edmund Lyttle

 

10.54

(2)

Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Martin Muenchbach

 

10.55

(2)

Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Jonathan Fleming

 

10.56

(2)

Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Kurt Graves

II-4


Exhibit No.   Description
  10.57 (2) Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Elizabeth Stoner

 

10.58

(2)

Indemnification Agreement, dated October 12, 2010, by and between the Company, as successor to Radius Health, Inc., and Alan Auerbach

 

10.59

(2)

Indemnification Agreement, dated November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Michael Rosenblatt, M.D.

 

10.60

(2)

Indemnification Agreement, dated November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Christopher Mirabelli

 

10.61

(2)

Indemnification Agreement, dated November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Augustine Lawlor

 

10.62

(2)

Indemnification Agreement, dated November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Edward Mascioli, M.D.

 

10.63

(9)

Consent to Sublease, dated January 14, 2011, by and among the Company, as successor to Radius Health, Inc., Sonos, Inc., and Broadway/Hampshire Associates Limited Partnership

 

10.64

(9)

Sublease, dated January 14, 2011, by and between the Company, as successor to Radius Health, Inc., and Sonos, Inc.

 

10.65

(2)

Amended and Restated Warrant to Purchase Common Stock, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and SVB Financial Group

 

10.66

(2)

Warrant to Purchase Series A-1 Convertible Preferred Stock, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Leerink Swann LLC

 

10.67

(4)

Amendment No. 1 to Series A-1 Convertible Preferred Stock Purchase Agreement, dated May 11, 2011

 

10.68

(1)

Redemption Agreement, by and between MPM Acquisition Corp. and MPM Asset Management LLC, dated April 25, 2011

 

10.69

(5)

Loan and Security Agreement, dated May 23, 2011, with General Electric Capital Corporation as agent and a lender, and Oxford Finance LLC as a lender

 

10.70

(5)

Promissory Note, dated May 23, 2011, issued by the Company to General Electric Capital Corporation in the principal amount of $12,500,000

 

10.71

(5)

Promissory Note, dated May 23, 2011, issued by the Company to Oxford Finance LLC in the principal amount of $3,125,000

 

10.72

(5)

Promissory Note, dated May 23, 2011, issued by the Company to Oxford Finance LLC in the principal amount of $9,375,000

 

10.73

(5)

Warrant to Purchase Shares of Series A-1 Convertible Preferred Stock, dated May 23, 2011, issued by the Company to GE Capital Equity Investments

 

10.74

(5)

Warrant to Purchase Shares of Series A-1 Convertible Preferred Stock, dated May 23, 2011, issued by the Company to Oxford Finance LLC

 

10.75

(13)

Lease by and between Broadway Hampshire Associates Limited Partnership and Radius Health, Inc. 201 Broadway Cambridge, Massachusetts, dated July 15, 2011

II-5


Exhibit No.   Description
  10.76 (8)(13) Change Order Form #6, dated June 20, 2011, to the 3M Development Agreement, by and between the Company and 3M

 

10.77

(8)(12)

Change Order Form #7, dated August 2, 2011, to the 3M Development Agreement, by and between the Company and 3M

 

10.78

(8)(12)

Change Order Form #8, dated July 28, 2011, to the 3M Development Agreement, by and between the Company and 3M

 

10.79

(8)(12)

Addendum to Change Order Form #8, dated August 16, 2011, to the 3M Development Agreement, by and between the Company and 3M

 

10.80

(8)(13)

Change Order Form #9, dated August 12, 2011, to the 3M Development Agreement, by and between the Company and 3M

 

10.81

(8)(12)

Change Order Form #10, dated October 3, 2011, to the 3M Development Agreement, by and between the Company and 3M

 

10.82

(14)

Radius Health, Inc. 2011 Equity Incentive Plan

 

10.83

(14)

Form of Radius Health, Inc. 2011 Equity Incentive Plan Stock Option Agreement

 

10.84

(14)

Radius Health, Inc. 2011 Equity Incentive Plan Stock Option Agreement, dated November 7, 2011, by and between the Company and Kurt C. Graves for Option No. 11-01.

 

10.85

(14)

Radius Health, Inc. 2011 Equity Incentive Plan Statutory Stock Option Agreement, dated November 7, 2011, by and between the Company and Kurt C. Graves for Option No. 11-02.

 

10.86

(3)(11)

Radius Health, Inc. 2003 Long-Term Incentive Plan Stock Option Agreement, dated October 12, 2010, by and between the Company and Alan Auerbach for Option No. 10-01.

 

10.87

(3)(11)

Radius Health, Inc. 2003 Long-Term Incentive Plan Stock Option Agreement, dated October 12, 2010, by and between the Company and Alan Auerbach for Option No. 10-02.

 

16.1

(4)

Letter from Raich Ende Malter & Co. LLP as to the change in certifying accountant, dated as of September 28, 2011

 

23.1

(4)

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

23.2

(4)

Consent of Bingham McCutchen (included in Exhibit 5.1)

 

24.1

(4)

Power of Attorney

 

101.INS

(4)

XBRL Instance Document

 

101.SCH

(4)

XBRL Taxonomy Extension Schema Document

 

101.CAL

(4)

XBRL Taxonomy Extension Calculation Linkbase Document

 

101.LAB

(4)

XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE

(4)

XBRL Taxonomy Extension Presentation Linkbase Document

 

101.DEF

(4)

XBRL Taxonomy Extension Definition Linkbase Document

(1)
Incorporated by reference to the Company's Current Report on Form 8-K filed on April 29, 2011.

II-6


(2)
Incorporated by reference to the Company's Current Report on Form 8-K filed on May 23, 2011.

(3)
Share numbers and per share prices are presented pre-Reverse Split completed by Radius Health, Inc. on May 17, 2011.

(4)
Previously Filed.

(5)
Incorporated by reference to the Company's Current Report on Form 8-K filed on May 27, 2011.

(6)
Incorporated by reference to the Company's Periodic Report on Form 10-Q/A filed on October 24, 2011.

(7)
Incorporated by reference to the Company's Current Report on Form 8-K filed on September 30, 2011.

(8)
Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission.

(9)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on September 30, 2011.

(10)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on October 24, 2011.

(11)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on November 7, 2011.

(12)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on October 24, 2011.

(13)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on November 8, 2011.

(14)
Incorporated by reference to the Company's Registration Statement on Form S-1/A filed on November 7, 2011.

Undertakings

        The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

II-7


        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

        The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

II-8



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment no. 5 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, The Commonwealth of Massachusetts on this 8th day of November 2011.

    RADIUS HEALTH, INC.

 

 

By:

 

/s/ C. RICHARD EDMUND LYTTLE

C. Richard Edmund Lyttle
President and Chief Executive Officer


SIGNATURES AND POWER OF ATTORNEY

        Pursuant to the requirements of the Securities Act of 1933, this statement has been signed by the following persons in the capacities indicated as of the 8th day of November 2011.

Signature
 
Title

 

 

 

 

 
/s/ C. RICHARD EDMUND LYTTLE

C. Richard Edmund Lyttle
  President and Chief Executive Officer; Director (Principal Executive Officer)

/s/ B. NICK HARVEY

B. Nick Harvey

 

Chief Financial Officer (Principal Accounting and Financial Officer)

*

Alan Auerbach

 

Director

*

Jonathan Fleming

 

Director

*

Ansbert K. Gadicke

 

Director

*

Kurt Graves

 

Director

*

Martin Muenchbach

 

Director

*

Elizabeth Stoner

 

Director

*

 

/s/ C. RICHARD EDMUND LYTTLE

Attorney-in-fact

 

 

II-9



EXHIBIT INDEX

Exhibit No.   Description
  2.1 (10) Agreement and Plan of Merger, dated April 25, 2011
  3.1 (4) Certificate of Incorporation, as amended
  3.2 (9) By-Laws, as amended
  4.1 (12) Amended and Restated Stockholders' Agreement, dated May 17, 2011, by and among the Company, as successor to Radius Health, Inc., and the Stockholders listed therein
  4.1.1 (11) Amendment No. 1 to Amended and Restated Stockholders' Agreement dated November 7, 2011 by and among the Company and the Stockholders listed therein.
  4.1.2 (11) Amendment No. 2 to Amended and Restated Stockholders' Agreement dated November 7, 2011 by and among the Company and the Stockholders listed therein.
  5.1 (4) Opinion of Bingham McCutchen LLP
  10.1 (8)(12) Clinical Trial Services Agreement and Work Statement NB-1, dated March 29, 2011, by and between the Company, as successor to Radius Health, Inc., and Nordic BioScience Clinical Development VII A/S
  10.2 (6) Amended and Restated Stock Issuance Agreement, dated May 16, 2011, by and between the Company, as successor to Radius Health, Inc., and Nordic BioScience Clinical Development VII A/S
  10.2.1 (13) Stock Issuance Agreement, dated March 29, 2011 by and between Radius Health, Inc. and Nordic BioScience Clinical Development VII A/S. This agreement has been superceded and replaced by The Amended and Restated Stock Issuance Agreement filed as Exhibit 10.2 hereof.(11)
  10.3 (12) Side Letter, dated March 29, 2011, by and between the Company, as successor to Radius Health, Inc., and Nordic BioScience Clinical Development VII A/S
  10.4 (8)(13) License Agreement, dated September 27, 2005, by and between the Company, as successor to Nuvios, Inc., and SCRAS SAS, on behalf of itself and its Affiliates
  10.5 (8)(12) Pharmaceutical Development Agreement, dated January 2, 2006, by and between the Company, as successor to Radius Health, Inc., and Beaufour Ipsen Industrie SAS
  10.6 (8)(13) Amendment No. 1 to Pharmaceutical Development Agreement, dated January 1, 2007, by and between the Company, as successor to Radius Health, Inc., and Beaufour Ipsen Industrie SAS
  10.7 (12) License Agreement Amendment No. 1, dated September 12, 2007, by and between the Company, as successor to Radius Health, Inc., and SCRAS SAS
  10.8 (8)(13) Amendment No. 2 to Pharmaceutical Development Agreement, dated January 1, 2009, by and between the Company, as successor to Radius Health, Inc., and Beaufour Ipsen Industrie SAS
  10.9 (8)(12) Amendment No. 3 to Pharmaceutical Development Agreement, dated June 16, 2010, by and between the Company, as successor to Radius Health, Inc., and Beaufour Ipsen Industrie SAS
  10.10 (11) License Agreement Amendment No. 2, dated May 11, 2011, by and between the Company, as successor to Radius Health, Inc., and Ipsen Pharma SAS

II-10


Exhibit No.   Description
  10.11 (11) Series A-1 Convertible Preferred Stock Issuance Agreement, dated May 11, 2011, by and between the Company, as successor to Radius Health, Inc., and Ipsen Pharma SAS
  10.12 (12) Development and Manufacturing Services Agreement, dated October 16, 2007, by and between the Company, as successor to Radius Health, Inc., and LONZA Sales Ltd.
  10.13 (8)(13) Work Order No. 2, dated January 15, 2010, by and between the Company, as successor to Radius Health, Inc., and LONZA Sales Ltd.
  10.14 (8)(13) Amendment No. 3 to Work Order No.2, dated December 15, 2010, by and between the Company, as successor to Radius Health, Inc., and LONZA Sales Ltd.
  10.15 (8)(13) Development and Clinical Supplies Agreement, dated June 19, 2009, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.
  10.16 (8)(12) Amendment No. 1, dated December 31, 2009, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.
  10.17 (8)(12) Amendment No. 2, dated September 16, 2010, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.
  10.18 (12) Amendment No. 3, dated September 29, 2010, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.
  10.19 (8)(12) Change Order Form—Amendment No. 5, dated February 4, 2011, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.
  10.20 (8)(13) Amendment No. 4, dated March 2, 2011, to the 3M Development Agreement, by and among the Company, as successor to Radius Health, Inc., and 3M Co. and 3M Innovative Properties Co.
  10.21 (8)(13) Laboratory Services and Confidentiality Agreement, dated March 31, 2004, by and between the Company, as successor to Nuvios, Inc., and Charles River Laboratories, Inc.
  10.22 (12) First Amendment to Laboratory Services and Confidentiality Agreement, dated November 7, 2008, by and between the Company, as successor to Radius Health, Inc., and Charles River Laboratories,  Inc.
  10.23 (8)(13) Letter of Payment Authorization, dated November 20, 2010, by and between the Company, as successor to Radius Health, Inc., and Charles River Laboratories Preclinical Services Montréal Inc.
  10.24 (8)(13) Letter of Payment Authorization, dated February 7, 2011, by and between the Company, as successor to Radius Health, Inc., and Charles River Laboratories Preclinical Services Montréal Inc.
  10.25 (8)(13) License Agreement, dated June 29, 2006, by and between the Company, as successor to Radius Health, Inc., and Eisai Co., Ltd.
  10.26 (11) Series A-1 Convertible Preferred Stock Purchase Agreement, dated April 25, 2011, by and among the Company, as successor to Radius Health, Inc., and the Investors listed therein

II-11


Exhibit No.   Description
  10.27 (2)(3) Radius Health, Inc. (f/k/a Nuvios, Inc.) 2003 Long-Term Incentive Plan, assumed in the Merger
  10.28 (2)(3) Radius Health, Inc. First Amendment to 2003 Long-Term Incentive Plan effective as of December 15, 2006, assumed in the Merger
  10.29 (2)(3) Radius Health, Inc. Second Amendment to 2003 Long-Term Incentive Plan effective as of March 28, 2008, assumed in the Merger
  10.30 (2)(3) Radius Health, Inc. Third Amendment to 2003 Long-Term Incentive Plan effective as of November 14, 2008, assumed in the Merger
  10.31 (2) Radius Health, Inc. 2003 Long-Term Incentive Plan Form of Stock Option Agreement
  10.32 (2)(3) Radius Health, Inc. (f/k/a Nuvios, Inc.) 2003 Long-Term Incentive Plan Stock Option Agreement, dated October 28, 2004, by and between the Company, as successor to Nuvios, Inc., and Richard Lyttle for Option No. 04-103
  10.33 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated July 12, 2007, by and between the Company, as successor to Radius Health, Inc., and Richard Lyttle for Option No. 07-08
  10.34 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated May 8, 2008, by and between the Company, as successor to Radius Health, Inc., and Richard Lyttle for Option No. 08-09
  10.35 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated December 3, 2008, by and between the Company, as successor to Radius Health, Inc., and Richard Lyttle for Option No. 08-14
  10.36 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated February 15, 2006, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea for Option No. 06-07
  10.37 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated July 12, 2007, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea for Option No. 07-07
  10.38 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated May 8, 2008, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea for Option No. 08-05
  10.39 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated December 3, 2008, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea for Option No. 08-10
  10.40 (2)(3) Radius Health, Inc. (f/k/a Nuvios, Inc.) 2003 Long-Term Incentive Plan Stock Option Agreement, dated December 16, 2003, by and between the Company, as successor to Nuvios, Inc., and Gary Hattersley for Option No. 03-001
  10.41 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated February 15, 2006, by and between the Company, as successor to Radius Health, Inc., and Gary Hattersley for Option No. 06-02
  10.42 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated July 12, 2007, by and between the Company, as successor to Radius Health, Inc., and Gary Hattersley for Option No. 07-06

II-12


Exhibit No.   Description
  10.43 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated May 8, 2008, by and between the Company, as successor to Radius Health, Inc., and Gary Hattersley for Option No. 08-08
  10.44 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated December 3, 2008, by and between the Company, as successor to Radius Health, Inc., and Gary Hattersley for Option No. 08-13
  10.45 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated July 12, 2007, by and between the Company, as successor to Radius Health, Inc., and Nick Harvey for Option No. 07-09
  10.46 (2)(3) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated May 8, 2008, by and between the Company, as successor to Radius Health, Inc., and Nick Harvey for Option No. 08-06
  10.47 (2) Radius Health, Inc. 2003 Long-Term Incentive Plan Incentive Stock Option Agreement, dated December 3, 2008, by and between the Company, as successor to Radius Health, Inc., and Nick Harvey for Option No. 08-11
  10.48 (2) Employment Letter Agreement, dated July 2, 2004, by and between the Company, as successor to Nuvios, Inc., and C. Richard Edmund Lyttle
  10.49 (2) Employment Letter Agreement, November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Gary Hattersley
  10.50 (2) Employment Letter Agreement, dated January 30, 2006, by and between the Company, as successor to Radius Health, Inc., and Louis O'Dea
  10.51 (9) Employment Letter Agreement, dated November 15, 2006, by and between the Company, as successor to Radius Health, Inc., and Nick Harvey
  10.52 (2) Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Ansbert K. Gadicke
  10.53 (2) Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and C. Richard Edmund Lyttle
  10.54 (2) Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Martin Muenchbach
  10.55 (2) Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Jonathan Fleming
  10.56 (2) Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Kurt Graves
  10.57 (2) Indemnification Agreement, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Elizabeth Stoner
  10.58 (2) Indemnification Agreement, dated October 12, 2010, by and between the Company, as successor to Radius Health, Inc., and Alan Auerbach
  10.59 (2) Indemnification Agreement, dated November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Michael Rosenblatt, M.D.
  10.60 (2) Indemnification Agreement, dated November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Christopher Mirabelli

II-13


Exhibit No.   Description
  10.61 (2) Indemnification Agreement, dated November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Augustine Lawlor
  10.62 (2) Indemnification Agreement, dated November 14, 2003, by and between the Company, as successor to Nuvios, Inc., and Edward Mascioli, M.D.
  10.63 (9) Consent to Sublease, dated January 14, 2011, by and among the Company, as successor to Radius Health, Inc., Sonos, Inc., and Broadway/Hampshire Associates Limited Partnership
  10.64 (9) Sublease, dated January 14, 2011, by and between the Company, as successor to Radius Health, Inc., and Sonos, Inc.
  10.65 (2) Amended and Restated Warrant to Purchase Common Stock, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and SVB Financial Group
  10.66 (2) Warrant to Purchase Series A-1 Convertible Preferred Stock, dated May 17, 2011, by and between the Company, as successor to Radius Health, Inc., and Leerink Swann LLC
  10.67 (4) Amendment No. 1 to Series A-1 Convertible Preferred Stock Purchase Agreement, dated May 11, 2011
  10.68 (1) Redemption Agreement, by and between MPM Acquisition Corp. and MPM Asset Management LLC, dated April 25, 2011
  10.69 (5) Loan and Security Agreement, dated May 23, 2011, with General Electric Capital Corporation as agent and a lender, and Oxford Finance LLC as a lender
  10.70 (5) Promissory Note, dated May 23, 2011, issued by the Company to General Electric Capital Corporation in the principal amount of $12,500,000
  10.71 (5) Promissory Note, dated May 23, 2011, issued by the Company to Oxford Finance LLC in the principal amount of $3,125,000
  10.72 (5) Promissory Note, dated May 23, 2011, issued by the Company to Oxford Finance LLC in the principal amount of $9,375,000
  10.73 (5) Warrant to Purchase Shares of Series A-1 Convertible Preferred Stock, dated May 23, 2011, issued by the Company to GE Capital Equity Investments
  10.74 (5) Warrant to Purchase Shares of Series A-1 Convertible Preferred Stock, dated May 23, 2011, issued by the Company to Oxford Finance LLC
  10.75 (13) Lease by and between Broadway Hampshire Associates Limited Partnership and Radius Health, Inc. 201 Broadway Cambridge, Massachusetts, dated July 15, 2011
  10.76 (8)(13) Change Order Form #6, dated June 20, 2011, to the 3M Development Agreement, by and between the Company and 3M
  10.77 (8)(12) Change Order Form #7, dated August 2, 2011, to the 3M Development Agreement, by and between the Company and 3M
  10.78 (8)(12) Change Order Form #8, dated July 28, 2011, to the 3M Development Agreement, by and between the Company and 3M
  10.79 (8)(12) Addendum to Change Order Form #8, dated August 16, 2011, to the 3M Development Agreement, by and between the Company and 3M

II-14


Exhibit No.   Description
  10.80 (8)(13) Change Order Form #9, dated August 12, 2011, to the 3M Development Agreement, by and between the Company and 3M
  10.81 (8)(12) Change Order Form #10, dated October 3, 2011, to the 3M Development Agreement, by and between the Company and 3M
  10.82 (14) Radius Health, Inc. 2011 Equity Incentive Plan
  10.83 (14) Form of Radius Health, Inc. 2011 Equity Incentive Plan Stock Option Agreement
  10.84 (14) Radius Health, Inc. 2011 Equity Incentive Plan Stock Option Agreement, dated November 7, 2011, by and between the Company and Kurt C. Graves for Option No. 11-01.
  10.85 (14) Radius Health, Inc. 2011 Equity Incentive Plan Statutory Stock Option Agreement, dated November 7, 2011, by and between the Company and Kurt C. Graves for Option No. 11-02.
  10.86 (3)(11) Radius Health, Inc. 2003 Long-Term Incentive Plan Stock Option Agreement, dated October 12, 2010, by and between the Company and Alan Auerbach for Option No. 10-01.
  10.87 (3)(11) Radius Health, Inc. 2003 Long-Term Incentive Plan Stock Option Agreement, dated October 12, 2010, by and between the Company and Alan Auerbach for Option No. 10-02.
  16.1 (4) Letter from Raich Ende Malter & Co. LLP as to the change in certifying accountant, dated as of September 28, 2011
  23.1 (4) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
  23.2 (4) Consent of Bingham McCutchen (included in Exhibit 5.1)
  24.1 (4) Power of Attorney
  101.INS (4) XBRL Instance Document
  101.SCH (4) XBRL Taxonomy Extension Schema Document
  101.CAL (4) XBRL Taxonomy Extension Calculation Linkbase Document
  101.LAB (4) XBRL Taxonomy Extension Label Linkbase Document
  101.PRE (4) XBRL Taxonomy Extension Presentation Linkbase Document
  101.DEF (4) XBRL Taxonomy Extension Definition Linkbase Document

(1)
Incorporated by reference to the Company's Current Report on Form 8-K filed on April 29, 2011.

(2)
Incorporated by reference to the Company's Current Report on Form 8-K filed on May 23, 2011.

(3)
Share numbers and per share prices are presented pre-Reverse Split completed by Radius Health, Inc. on May 17, 2011.

(4)
Previously Filed.

(5)
Incorporated by reference to the Company's Current Report on Form 8-K filed on May 27, 2011.

(6)
Incorporated by reference to the Company's Periodic Report on Form 10-Q/A filed on October 24, 2011.

(7)
Incorporated by reference to the Company's Current Report on Form 8-K filed on September 30, 2011.

II-15


(8)
Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission.

(9)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on September 30, 2011.

(10)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on October 24, 2011.

(11)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on November 7, 2011.

(12)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on October 24, 2011.

(13)
Incorporated by reference to the Company's Current Report on Form 8-K/A filed on November 8, 2011.

(14)
Incorporated by reference to the Company's Registration Statement on Form S-1/A filed on November 7, 2011.

II-16




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EXPLANATION OF AMENDMENT
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
SIGNATURES AND POWER OF ATTORNEY
EXHIBIT INDEX