As filed with the Securities and Exchange Commission on January 13, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Radius Health, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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80-0145732
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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950 Winter Street
Waltham, Massachusetts
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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Inducement Stock Option Agreements
(Full Title of the Plan)
Robert E. Ward
President and Chief Executive Officer
950 Winter Street
Waltham, Massachusetts 02451
(Name and Address of Agent For Service)
(617)
551-4700
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
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Arthur R. McGivern, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 02210
(617)
570-1000
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Brent
Hatzis-Schoch,
Esq.
Senior Vice President and General Counsel
Radius Health, Inc.
950
Winter Street
Waltham, Massachusetts 02451
(617)
551-4700
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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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, $.0001 par value per share
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117,300(3)
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$33.49
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$3,928,377.00
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$455.30
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Common Stock, $.0001 par value per share
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171,600(4)
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$30.25
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$5,190,900.00
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$601.63
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Common Stock, $.0001 par value per share
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52,550(5)
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$30.93
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$1,625,371.50
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$188.38
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time
be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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In accordance with Rule 457(h) under the Securities Act, the proposed maximum aggregate offering prices for the shares of common stock (“Common Stock”) of Radius Health, Inc. (the “Registrant”) have
been computed based upon the prices at which the inducement options described below may be exercised.
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(3)
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Represents shares of common stock available for future issuance upon the exercise of stock option awards granted on March 7, 2016 outside of the Registrant’s employee equity compensation plans to certain
individuals to induce such individuals to accept employment with the Registrant.
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(4)
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Represents shares of common stock available for future issuance upon the exercise of inducement stock option awards granted on March 28, 2016 outside of the Registrant’s employee equity compensation plans to
certain individuals to induce such individuals to accept employment with the Registrant.
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(5)
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Represents shares of common stock available for future issuance upon the exercise of inducement stock option awards granted on May 8, 2016 outside of the Registrant’s employee equity compensation plans to
certain individuals to induce such individuals to accept employment with the Registrant.
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EXPLANATORY NOTE
This Registration Statement on
Form S-8
(the “Registration Statement”) is being filed
for the purpose of registering 341,450 shares of the Registrant’s Common Stock issuable under previously announced inducement stock option awards granted on March 7, 2016, March 28, 2016 and May 8, 2016.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of
Form S-8
is not being filed with or included in this
Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission by the Registrant, pursuant to the Securities Act and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
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The Registrant’s Annual Report on
Form 10-K
for the year ended December 31, 2015, filed with the Commission on February 25, 2016.
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The Registrant’s Proxy Statement on Schedule 14A, filed with the Commission on April 12, 2016.
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The Registrant’s Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2016, filed with the Commission on May 5, 2016, the Registrant’s Quarterly
Report on Form
10-Q
for the quarter ended June 30, 2016, filed with the Commission on August 4, 2016, the Registrant’s Amendment No. 1 to the Quarterly Report on Form
10-Q/A
for the quarter ended June 30, 2016, filed with the Commission on August 9, 2016, and the Registrant’s Quarterly Report on
Form 10-Q
for the quarter
ended September 30, 2016, filed with the Commission on November 3, 2016.
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The Registrant’s Current Reports on
Form 8-K
filed with the Commission on May 27, 2016, June 2, 2016, June 29, 2016, July 5, 2016, and July 19,
2016.
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The description of the Registrant’s Common Stock contained in its Registration Statement on
Form 8-A,
filed with the Commission on May 2, 2014, and any amendment or
report filed with the Commission for the purpose of updating the description.
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All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents. The Registrant is not, however,
incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including the Registrant’s Compensation Committee report and
performance graph or any information furnished pursuant to Items 2.02 or 7.01 of
Form 8-K
or related exhibits furnished pursuant to Item 9.01 of
Form 8-K.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purposes of this Registration Statement to the extent that a
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statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Under no circumstances will any information furnished under Items 2.02 or 7.01 of
Form 8-K
be deemed incorporated herein by reference unless such Current Report on
Form 8-K
expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of
Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware (the “DGCL”) provides that a corporation has the power to indemnify a
director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he or
she is or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his or her conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.
Article 7 of the Registrant’s Certificate of Incorporation provide that it will indemnify, to the fullest extent permitted by
Section 145 of the DGCL, as amended from time to time, each person that such section grants the Registrant power to indemnify, including in circumstances in which indemnification is otherwise discretionary under Delaware law. In addition, the
Registrant has entered into separate indemnification agreements with its directors and executive officers which would require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service
(other than liabilities arising from willful misconduct of a culpable nature). The indemnification provisions in the Registrant’s Certificate of Incorporation and the indemnification agreements entered into between the Registrant and its
directors and executive officers may be sufficiently broad to permit indemnification of its directors and executive officers for liabilities (including reimbursement of expenses incurred) arising under the Securities Act. The Registrant also intends
to maintain director and officer liability insurance, if available on reasonable terms, to insure its directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated by reference.
Item 9. Undertakings.
The undersigned Registrant
hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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i.
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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ii.
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to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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iii.
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to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, 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.
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(3)
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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.
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The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted directors, officers and
controlling persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on
Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Waltham, state of
Massachusetts, on January 13, 2017.
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RADIUS HEALTH, INC.
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By:
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/s/ Robert E. Ward
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Robert E. Ward
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Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Radius Health, Inc., hereby severally constitute and appoint Robert E. Ward, B. Nicholas
Harvey and Brent
Hatzis-Schoch,
and each of them singly (with full power to each of them to act alone), our true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents
or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Robert E. Ward
Robert E. Ward
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Director, President and Chief Executive Officer (Principal executive officer)
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January 13, 2017
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/s/ B. Nicholas Harvey
B. Nicholas Harvey
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Chief Financial Officer (Principal financial and accounting officer)
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January 13, 2017
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/s/ Kurt C. Graves
Kurt C. Graves
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Chairman of the Board
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January 13, 2017
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/s/ Alan H. Auerbach
Alan H. Auerbach
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Director
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January 13, 2017
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/s/ Willard H. Dere, M.D.
Willard H. Dere, M.D.
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Director
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January 13, 2017
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/s/ Catherine Friedman
Catherine Friedman
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Director
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January 13, 2017
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/s/ Ansbert K. Gadicke, M.D.
Ansbert K. Gadicke, M.D.
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Director
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January 13, 2017
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/s/ Jean-Pierre Garnier
Jean-Pierre Garnier
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Director
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January 13, 2017
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/s/ Owen Hughes
Owen Hughes
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Director
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January 13, 2017
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/s/ Anthony Rosenberg
Anthony Rosenberg
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Director
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January 13, 2017
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/s/ Debasish Roychowdhury, M.D.
Debasish Roychowdhury, M.D.
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Director
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January 13, 2017
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6
INDEX TO EXHIBITS
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Number
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Description
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4.1(1)
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Restated Certificate of Incorporation of the Registrant
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4.2(2)
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Amended and Restated
By-Laws
of the Registrant
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5.1
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Opinion of Goodwin Procter LLP, counsel to the Registrant
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP
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24
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Power of attorney (included on the signature pages of this registration statement)
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99.1
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Radius Health, Inc. Form of Inducement Stock Option Agreement
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(1)
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Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K,
filed on June 13, 2014 (File
No. 001-35726)
and incorporated herein by reference.
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(2)
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Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant’s Current Report on
Form 8-K,
filed on June 13, 2014 (File
No. 001-35726)
and incorporated herein by reference.
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Exhibit 5.1
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Goodwin Procter
LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000
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January 13, 2017
Radius
Health, Inc.
950 Winter Street
Waltham, MA 02451
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Re:
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Securities Being Registered under Registration Statement on Form
S-8
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Ladies and Gentlemen:
We have acted as counsel
to you in connection with your filing of a Registration Statement on Form
S-8
(the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or
about the date hereof relating to an aggregate of 341,450 shares (the “Shares”) of Common Stock, $0.0001 par value per share, of Radius Health, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to
Inducement Stock Option Agreements, between the Company and certain of its employees, for awards granted on March 7, 2016, March 28, 2016 and May 8, 2016 (collectively, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have
relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the
Delaware General Corporation Law).
For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized
but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.
Based on the foregoing,
we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
Exhibit 99.1
R
ADIUS
H
EALTH
, I
NC
.
E
MPLOYMENT
I
NDUCEMENT
S
TOCK
O
PTION
A
GREEMENT
T
HIS
S
TOCK
O
PTION
A
GREEMENT
(the
“
Agreement
”) is entered into as of the Grant Date set forth below (the “
Grant Date
”) between Radius Health, Inc., a corporation organized under the laws of the State of Delaware (the “
Company
”), and
the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “
Optionee
”).
1. Grant of Option; Incorporation of Terms of Plan.
Pursuant and subject to the terms of this Agreement, the Company grants to you, the
Optionee identified in the table below, an option (the “
Option
”) to purchase from the Company all or any part of a total of the number of shares identified in the table below (the “
Optioned Shares
”) of the common
stock, par value $0.0001 per share, in the Company (the “
Stock
”), at the exercise price per share set out in the table below.
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Optionee
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Number of Shares
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Exercise Price Per Share
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Grant Date
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Vesting Commencement Date
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Expiration Date
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This Option is made and granted as a stand-alone award and is not granted under or pursuant to the
Company’s 2011 Equity Incentive Plan (as the same may be amended from time to time, the “
Plan
”). Notwithstanding the foregoing, except as set forth in the immediately preceding sentence, the terms, conditions and definitions
set forth in the Plan shall apply to the Option as though the Option had been granted under the Plan (including but not limited to the adjustment provision contained in Section 8 of the Plan) as an “Option,” as such term is used in
the Plan, and the Option shall be subject to such terms, conditions and definitions, which are hereby incorporated into this Agreement by reference. For the avoidance of doubt, the Option shall not be counted for purposes of calculating the
aggregate number of shares of Stock that may be issued or transferred pursuant to Awards under the Plan. You hereby acknowledge receipt of a copy of the Plan and agree to be bound by all the terms and provisions thereof. In the event of any
inconsistency between the Plan and this Agreement, the terms of the Plan shall control.
2. Character of Option:
Nonstatutory Stock
Option
3. Expiration of Option.
No portion of the Option which has not become vested and exercisable at the date of your
termination of employment or other service with the Company shall thereafter become vested and exercisable (and any such unvested portion shall thereupon be immediately forfeited), except as may be otherwise provided by the Board or Committee, as
applicable, or as set forth in a written agreement between the Company and you. This Option shall expire at 5:00 p.m. Eastern Time on the Expiration Date or, if earlier, the earliest of the dates specified in whichever of the following applies:
(a) If the termination of your employment or other service is on account of your death or
disability, the date that is twelve (12) months from the date on which your employment or other service with the Company ends.
(b)
If the termination of your employment or other service is due to any other reason, the date that is three (3) months from the date on which your employment or other service with the Company ends.
(c) If the Company terminates your employment or other service for cause, or at the termination of your employment or other service the
Company had grounds to terminate your employment or other service for cause (whether then or thereafter determined), the start of business on the date on which the termination of your employment or other service with the Company ends.
4. Exercise of Option.
Subject to Section 3, this Option will vest and become exercisable as to 25% of the Optioned Shares on the
first anniversary of the Vesting Commencement Date and as to 1/48
th
of the Optioned Shares on the same day of each of the 36 consecutive months thereafter, provided that each Optioned Share which
would be fractionally vested shall be cumulated and shall vest on the first vesting date upon which the whole Optioned Share has cumulated. However, during any period that this Option remains outstanding after your employment or other service with
the Company ends, you may exercise it only to the extent it was exercisable immediately prior to the end of your employment or other service. The procedure for exercising this Option is described in Section 7.1(e) of the Plan (
Method of
Exercise
).
5. Transfer of Option.
You may not transfer this Option except by will or the laws of descent and distribution,
and, during your lifetime, only you may exercise this Option. After your death, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Sections 3 and 4, be exercised by your personal representative
or by any person empowered to do so under your will or under the then-applicable laws of descent and distribution.
6. Community
Property.
Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, you shall be treated as agent and attorney-in-fact for that interest held or claimed by your spouse with respect to this
Option and any Optioned Shares and the parties hereto shall act in all matters as if you were the sole owner of this Option and (following exercise) any such Optioned Shares. This appointment is coupled with an interest and is irrevocable.
7. Employment Inducement Grant.
This Option is intended to constitute an “employment inducement grant” under NASDAQ Listing
Rule 5635(c)(4), and consequently is intended to be exempt from the NASDAQ rules regarding shareholder approval of stock option and stock purchase plans. This Agreement and the terms and conditions of the Option shall be interpreted in accordance
and consistent with such exemption.
8. Rights as Stockholder
. The holder of the Option shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until such shares of Stock shall have been issued by the Company to such holder (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
9. Miscellaneous.
The Board
or Committee, as applicable, shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of this Agreement and the Plan as are consistent therewith and to interpret, amend or revoke
any
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such rules. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding
upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. The Plan and this Agreement constitute the entire agreement of the parties and
supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof. Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. This Agreement may be
executed in one or more counterparts all of which together shall constitute but one instrument.
10. Tax Consequences.
The Company
makes no representation or warranty as to the tax treatment to you of your receipt or exercise of this Option or upon your sale or other disposition of the Optioned Shares. You should rely on your own tax advisors for such advice.
11. Consideration to the Company.
In consideration of the grant of the Option by the Company, you agree to render faithful and
efficient services to the Company or any Affiliate. Nothing in the Plan or this Agreement shall confer upon you any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights
of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate your services at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written
agreement between the Company or an Affiliate and you.
12. Limitations Applicable to Section 16 Persons.
Notwithstanding any
other provision of the Plan or this Agreement, if you are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), the Plan, the Option and this Agreement shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by
applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
13.
Conformity to Securities Laws.
You acknowledge that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Exchange Act and any and all regulations and
rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Option is granted and may be exercised, only in such a manner as to conform to
such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
3
I
N
W
ITNESS
W
HEREOF
, the
parties have executed this Agreement as a sealed instrument as of the date first above written.
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RADIUS HEALTH, INC.
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By:
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Name:
Title:
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B.N. Harvey
Chief Financial Officer
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Signature of Optionee
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Optionee’s Address:
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4