INFI Infinity Pharmaceuticals Inc

On July 26, 2017, Infinity Pharmaceuticals, Inc. (the “Company”, “we”, or “our”) entered into a third amendment (the “Third Amendment”) to our Amended and Restated Development and License Agreement with Intellikine LLC (“Intellikine” and such agreement, as amended, the “Intellikine Agreement”). Intellikine was subsequently acquired by Takeda Pharmaceuticals Company Limited acting through its Millennium business unit. Under the Third Amendment, our obligations to Intellikine under the Intellikine Agreement to pay royalties with respect to worldwide net sales of products containing or comprised of a selective inhibitor of phosphoinositide-3-kinase (“PI3K”) gamma, including but not limited to IPI-549, are terminated. In consideration for such termination, we concurrently executed a convertible promissory note (the “Note”) pursuant to which we are obligated to pay Intellikine, or its designated affiliate, the principal amount of $6,000,000 together with interest accruing at a rate of 8% per annum on or before July 26, 2018 in cash or in shares of Company common stock, at the election of Intellikine. The share payment price would be equal to the average closing price of Company common stock for the 20 days prior to the payment date. We have the right to prepay the Note, in whole or in part, without penalty and any amounts owed under the Note would become immediately due and payable in the event of a change of control of the Company, as defined in the Note. Additionally, any unpaid amounts may become immediately due and payable upon customary events of default, as defined in the Note.

In the event that Intellikine elects to receive one or more payments in shares of Company common stock (a “Share Repayment”), we have agreed to file one or more registration statements on Form S-3 with the Securities and Exchange Commission (“SEC”) to register for resales the shares of common stock issuable upon repayment of the Note (“Repayment Shares”) within 45 days after each Share Repayment. In the event that we propose to make an underwritten offering of our common stock, subject to certain limitations, Intellikine will have “piggyback” registration rights, which require us, at the election of Intellikine, to cause to be included in such underwritten offering, any Repayment Shares then held by Intellikine.

The foregoing descriptions of the Third Amendment and Note do not purport to be complete and are qualified in their entirety by reference to the complete text of the Third Amendment and Note, which we intend to file with the SEC as exhibits to our Quarterly Report on Form 10-Q for the period ending September 30, 2017.