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

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.