Exhibit 10.12
Infinity
Pharmaceuticals
Effective as of March 31,
2006
Steven H. Holtzman
115 Powers Road
Sudbury, MA 01776
Dear Steve:
Reference is hereby made to that
certain Stock Restriction Agreement (the “Stock Restriction
Agreement”) dated June 16, 2004 between Infinity
Pharmaceuticals, Inc. (the “Company”) and you, pursuant
to which the Company issued and sold to you an aggregate of 700,000
shares (the “Shares”) of common stock, $.0001 par value
per share (the “Common Stock”), of the Company. As of
April 1, 2006, 568,750 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 June 16, 2004
in the principal amount of $341,910 (the “Promissory
Note”), except that the aggregate par value of the Shares was
paid by you by check. As of March 31, 2006, you owe the
Company an aggregate of $364,874.24, repr
