Exhibit 10.1
AMENDMENT NO. 2
TO
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT
This Amendment No. 2 (the “Amendment”) to the DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is entered into on January 30, 2014 by and between Radius Health Inc., a Delaware corporation, with its principal office at 201 Broadway — 6th floor, Cambridge, MA 02139, United States of America (“RADIUS”), and LONZA Sales Ltd, a Swiss company having an address at Muenchensteinerstrasse 38, CH-4002 Basel, Switzerland (together with its Affiliates, “Manufacturer”), and upon execution will be incorporated into the Development and Manufacturing Services Agreement between RADIUS and Manufacturer dated October 16, 2007 (the “Original Agreement”), as amended to date. Capitalized terms in this Amendment will have the same meanings as set forth in the Agreement, as amended to date.
WHEREAS, RADIUS and Manufacturer are parties to the Original Agreement; and
WHEREAS, RADIUS and Manufacturer are parties to Amendment No. 1, entered into on May 19, 2011, to the Original Agreement (such Amendment No. 1 together with the Original Agreement, the “Agreement”); and
WHEREAS, the Parties desire to further amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the above premises and the mutual covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Amendment to Section 14.1. The Parties hereby agree to extend the term of the Agreement to December 31, 2015, unless earlier terminated pursuant to Section 14 of the Agreement. Any further extensions of the term shall be mutually agreed by the Parties.
2. Ratification. All lawful actions taken by RADIUS and Manufacturer which are consistent with the terms of the Agreement are hereby authorized, approved and ratified, regardless of whether any such actions were taken prior to the date of this Amendment.
3. Remainder of Agreement. Except as modified by this Amendment, all other terms and provisions of the Agreement shall remain in full force and effect in accordance with their terms.
4. Entire Agreement. This Amendment and the Agreement supersede all other prior agreements, understandings, representations and warranties, oral or written between the parties hereto in respect of the subject matter hereof.
5. Governing Law; Jurisdiction. This Amendment shall be construed, interpreted and enforced in accordance with the internal substantive laws of the State of New York, without reference to the choice of law doctrine of such state.
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