Exhibit 10.13
Infinity
Pharmaceuticals
Effective as of March 31,
2006
Julian Adams
673 Boylston Street
Boston, MA 02116
Dear Julian:
Reference is hereby made to that
certain Restricted Stock Agreement (the “Stock Restriction
Agreement”) dated October 6, 2003 between Infinity
Pharmaceuticals, Inc. (the “Company”) and you, pursuant
to which the Company issued and sold to you an aggregate of 750,000
shares (the “Shares”) of common stock, $.0001 par value
per share (the “Common Stock”), of the Company. As of
April 1, 2006, 453,125 Shares (the “Vested
Shares”) had vested and were no longer subject to the
Purchase Option (as defined in the Stock Restriction
Agreement).
The aggregate purchase price for the
Shares was paid by you by delivery of that certain Secured
Promissory Note and Pledge Agreement dated as of October 6,
2003 in the principal amount of $285,000 (the “Promissory
Note”), except that the aggregate par value of the Shares was
paid by you by check. In connection with the transfer of a portion
of the loan under the Promissory Note and certain of the Shares by
you to Fran Shtull Adams (the “Transferee”), the
Promissory Note was cancelled and replaced with (a) that
certain Amended and Restated Secured Promissory Note and Pledge
Agreement dated as of January 4, 2005 in the principal amount
of $223,121.89 between you and the Company (the “Amended and
Restated Note”) and
