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Amended And Restated Director Compensation Policy - ALTUS PHARMACEUTICALS INC. - 3-12-2007

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Amended And Restated Director Compensation Policy - ALTUS PHARMACEUTICALS INC. - 3-12-2007 Powered By Docstoc
					EXHIBIT 10.9 ALTUS PHARMACEUTICALS INC. AMENDED AND RESTATED DIRECTOR COMPENSATION POLICY The Compensation Committee of the Board of Directors of Altus Pharmaceuticals Inc. (the "Company") has approved the following policy which establishes compensation to be paid to non-employee directors of the Company, effective as of the closing of the Company's initial public offering (the "Effective Time"), to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Company's Board of Directors. All stock option amounts set forth herein shall be subject to automatic adjustment in the event of any stock split or other recapitalization affecting the Company's common stock following the Effective Time. APPLICABLE PERSONS This policy shall apply to each director of the Company who is not an employee of, or compensated consultant to, the Company or any Affiliate, unless such compensation is received solely for services provided as a member of the Scientific Advisory Board (each, an "Outside Director"). Affiliate shall mean a corporation which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended. STOCK OPTION GRANTS Annual Grants Each Outside Director shall annually be automatically granted a non-qualified stock option to purchase 8,722 shares of the Company's common stock under the Company's Amended and Restated 2002 Employee, Director and Consultant Stock Plan, or any subsequently adopted plan, (the "Stock Plan") at each annual meeting of the Board of Directors following the Company's annual meeting of stockholders; provided that if there has been no annual meeting of stockholders held by the first day of the third fiscal quarter of any year, each Outside Director will still automatically receive an annual grant of a non-qualified stock option provided for under this policy on the first day of the third fiscal quarter of the applicable year; and provided further, that if an annual meeting of stockholders is subsequently held during the same fiscal year, no additional annual grant shall be made. Initial Grant For Newly Appointed or Elected Directors Each new Outside Director on the date of his or her initial appointment or election to the Board of Directors shall automatically be granted a non-qualified stock option to purchase 17,444 shares of the Company's common stock under the Stock Plan. ANNUAL CASH FEE Each Outside Director shall be compensated on an annual basis for providing services to the Company. Each Outside Director shall receive an annual fee of $20,000.

Cash Payments Cash payments to be paid to an Outside Director shall be paid quarterly in arrears as of the last day of each calendar quarter. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled to a cash payment on a pro rata basis through his or her last day of service. Initial Fee For Newly Appointed or Elected Directors On the last day of the first fiscal quarter following an Outside Director's first election or appointment to the Board of Directors after the Effective Time, such Outside Director shall receive his or her quarterly cash compensation

prorated in accordance with the terms of this policy from the beginning of the calendar quarter in which he or she was initially appointed or elected and payable as set forth above. BOARD COMMITTEE COMPENSATION Each Outside Director shall also receive an annual fee of $5,000 for each committee of the Board of Directors on which such individual serves (if not serving as Chairman of such committee) and shall automatically be granted a non-qualified stock option under the Stock Plan to purchase 2,181 shares of the Company's common stock upon election to such committee and an annual grant of a non-qualified stock option to purchase 1,090 shares of the Company's common stock each year thereafter. However, the Chairman of each committee, other than the Audit Committee, shall receive an annual fee of $10,000 and shall automatically be granted a non-qualified stock option under the Stock Plan to purchase 4,361 shares of the Company's common stock upon election as Chairman of such committee and an annual grant of a non-qualified stock option to purchase 2,181 shares of the Company's common stock each year thereafter. The Chairman of the Audit Committee shall receive an annual fee of $12,500 for services as Chairman and shall automatically be granted a non-qualified stock option under the Stock Plan to purchase 4,361 shares of the Company's common stock upon election of Chairman of such committee and an annual grant of a non-qualified stock option to purchase 2,181 shares of the Company's common stock each year thereafter. The annual committee service option grants referenced in the paragraph above shall be automatically granted at each annual meeting of the Board of Directors following the Company's annual meeting of stockholders; provided that if there has been no annual meeting of stockholders held by the first day of the third fiscal quarter of any year, each Outside Director will still automatically receive annual committee service option grants of non-qualified stock options provided for under this policy on the first day of the third fiscal quarter of the applicable year; and provided further, that if an annual meeting of stockholders is subsequently held during the same fiscal year, no additional annual committee service option grants shall be made. Notwithstanding the foregoing, the annual committee grants for fiscal 2006 shall be made on the date of the adoption of this Amended and Restated Director Compensation Policy to all Outside Directors who have been elected to a committee on or prior to such date. 2 PURCHASE PRICE AND OTHER PROVISIONS APPLICABLE TO ALL STOCK OPTIONS All options granted under this policy shall be granted automatically at the times set forth herein without any further action by the Compensation Committee and shall (i) vest quarterly over four years commencing on the date of grant, subject to the Outside Director's continued service on the Board or applicable committee; provided that all such options shall become exercisable in full immediately prior to a change in control of the Company, (ii) have an exercise price equal to the fair market value of the Company's common stock as determined in the Stock Plan, and (iii) contain the terms and conditions set forth in the form of non-qualified stock option agreement previously approved by the Compensation Committee; and provided, further, however, that any options granted under this policy on or before the date of the adoption of this Amended and Restated Director Compensation Policy shall vest quarterly over four years commencing as of January 1, 2006 for any Outside Director who was serving as an Outside Director as of the Effective Time and for all other Outside Directors as of the first day of their service to the Board or applicable committee. EXPENSES Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each Outside Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board of Directors, Committees thereof or in connection with other Board related business. AMENDMENTS The Compensation Committee or the Board of Directors shall review this Policy from time to time to assess whether any amendments in the type and amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy.

DATED: January 9, 2006, as amended and restated on February 2, 2007 3 Exhibit 10.13 [ALTUS LETTERHEAD] April 4, 2006 Lauren Sabella [ADDRESS] Dear Lauren: We are pleased you have accepted our offer for the position of Vice President Commercial Development reporting to me. We offer you a biweekly salary of $10,192.31, which equates to an annualized salary of $265,000. In addition to your base salary, you will have an opportunity to earn an annual bonus of up to 35% based on achieving mutually established performance objectives. Our offer to you also includes Stock Options of 160,000 shares of Altus common stock. Shares will vest quarterly over a four-year schedule, in accordance with plan documents, so long as you remain an employee. Your exercise price will be the common stock price in effect on your first day of employment. You will also be eligible for a Sign-On Bonus of $100,000 to be paid within 30 days of your hire. Should you voluntarily terminate your employment before the first anniversary of the Commencement Date, the full amount of the bonus will be repaid by you to the Company. Should you voluntarily terminate your employment on or after the first anniversary of the Commencement Date and prior to the second anniversary of the Commencement Date, one-half of the bonus will be repaid by you to the Company. In addition, should the Special Incentive Bonus from your current employer exceed $100,000 and which you are not eligible to receive if you leave, you will be eligible for up to but not exceeding an additional $50,000 as a Sign on Bonus with the same terms. We feel this is an opportunity that will offer you a satisfying position in a challenging growth environment. To assist you with your transition to Massachusetts, we will provide you with corporate housing for one year. If you leave the company within one year you are responsible to reimburse the company for that expense. After the completion of one year of service we will review and evaluate our ongoing provision of corporate housing. Altus offers a competitive and comprehensive benefits program. All employees are eligible to participate in the program, which includes group health, dental, life, and long and short-term disability insurance. You are also eligible to participate in our matching 401k plan, in accordance with plan guidelines. Employees also receive generous vacation time, of which you are eligible to receive five (5) weeks vacation. The company also provides for personal time and observed as well as floating holidays.

Lauren Sabella April 3, 2006 Page 2 Your employment is subject to your agreement to Altus's standard employee non-disclosure and inventions agreement. We have included a copy of the agreement as an attachment to this offer. Please bring the signed copy with you on your first day. The Federal government requires that we verify the employment eligibility of all new employees. On your first day, please bring two forms of identification (valid driver's license, original birth certificate, passport, original social security card, etc) demonstrating you are legally eligible to work in the United States. This information is required to complete the INS (Immigration and Naturalization Service) form I-9.

We look forward to you beginning employment with us on Monday, May 1, 2006. Once you have had an opportunity to review the above information, please let us know it is acceptable to you by signing below and returning one copy of this letter. Lauren, everyone who has met you is enthusiastic about your capabilities and feels confident that Altus will afford you a challenging and rewarding career. We look forward to having you join us. Please feel free to contact me or Rose Villandry at (617-299-2813) with any questions or if you need additional information. Sincerely,
/s/ Sheldon Berkle ------------------------------------Sheldon Berkle President & CEO

I accept the terms of employment offered in this letter.
Signature: /s/ Lauren Sabella -------------------------Date: April 9, 2006

SSN: [SOCIAL SECURITY NUMBER] Attachments: 1. Non-Disclosure and Inventions Agreement

Exhibit 10.14 [ALTUS LETTERHEAD] June 2, 2006 Burkhard Blank [ADDRESS] Dear Burkhard: We are pleased you have accepted our offer for the position of Senior Vice President reporting to Sheldon Berkle, President and CEO. We offer you a biweekly salary of $14,038.46, which equates to an annualized salary of $365,000. In addition to your base salary, you will have the opportunity to earn a bonus of up to 40% of your base salary based on achieving mutually established performance objectives. Our offer to you also includes Stock Options of 200,000 shares of Altus common stock. Shares will vest quarterly over a four-year schedule, in accordance with plan documents, so long as you remain an employee. Your exercise price will be the common stock price in effect on your first day of employment. We feel this is an opportunity that will offer you a satisfying position in a challenging growth environment. You will also be eligible for a Sign-On Bonus of $150,000 to be paid within 30 days of your hire. Should you voluntarily terminate your employment before the first anniversary of the Commencement Date, the full amount of the bonus will be repaid by you to the Company. Should you voluntarily terminate your employment on or after the first anniversary of the Commencement Date and prior to the second anniversary of the Commencement Date, one-half of the bonus will be repaid by you to the Company. To assist you with your transition to Massachusetts, we will assist you in your search for housing. We will also reimburse you for your moving expenses up to a maximum of $70,000 to be verified with validated receipts. If you leave the company within one year you are responsible to reimburse the company back the pro-rated amount.

Altus offers a competitive and comprehensive benefits program. All employees are eligible to participate in the program, which includes group health, dental, life, and long and short-term disability insurance. You are also eligible to participate in our matching 401k plan, in accordance with plan guidelines. Employees also receive generous vacation time, of which you are eligible to receive five (5) weeks, personal time and observed as well as floating holidays.

Burkhard Blank June 2, 2006 Page 2 Your employment is subject to your agreement to Altus's standard employee non-disclosure and inventions agreement. We have included a copy of the agreement as an attachment to this offer. Please bring the signed copy with you on your first day. The Federal government requires that we verify the employment eligibility of all new employees. On your first day, please bring two forms of identification (valid driver's license, original birth certificate, passport, original social security card, etc) demonstrating you are legally eligible to work in the United States. This information is required to complete the INS (Immigration and Naturalization Service) form I-9. We look forward to you beginning employment with us on June 8, 2006. Once you have had an opportunity to review the above information, please let us know it is acceptable to you by signing below and returning one copy of this letter. Burkhard, everyone who has met with you is enthusiastic about your capabilities and feels confident that Altus will afford you a challenging and rewarding career. We look forward to having you join us. Please feel free to contact Rose Villandry (617-299-2813) with any questions or if you need additional information. Sincerely,
/s/ Sheldon Berkle ------------------------------------Sheldon Berkle President & CEO

I accept the terms of employment offered in this letter.
Signature: /s/ Burkhard Blank -------------------------Date: June 8, 2006

SSN: [SOCIAL SECURITY NUMBER] Attachments: 1. Non-Disclosure and Inventions Agreement

Exhibit 10.15 July 31, 2006 John Sorvillo [ADDRESS]

Dear John: We are pleased you have accepted our offer for the position of Vice President Business Development reporting to me. We offer you a biweekly salary of $9,500.00, which equates to an annualized salary of $247,000. In addition to your base salary, you will have an opportunity to earn an annual bonus of up to 30% based on achieving mutually established performance objectives. Our offer to you also includes Stock Options of 145,000 shares of Altus common stock. Shares will vest quarterly over a four-year schedule, in accordance with plan documents, so long as you remain an employee. Your exercise price will be the common stock price in effect on your first day of employment. We feel this is an opportunity that will offer you a satisfying position in a challenging growth environment. Altus offers a competitive and comprehensive benefits program. All employees are eligible to participate in the program, which includes group health, dental, life, and long and short-term disability insurance. You are also eligible to participate in our matching 401k plan, in accordance with plan guidelines. Employees also receive generous vacation time, of which you are eligible to receive three (3) weeks vacation. The company also provides for personal time and observed as well as floating holidays. Your employment is subject to your agreement to Altus's standard employee non-disclosure and inventions agreement We have included a copy of the agreement as an attachment to this offer. Please bring the signed copy with you on your first day. The Federal government requires that we verify the employment eligibility of all new employees. On your first day, please bring two forms of identification (valid driver's license, original birth certificate, passport, original social security card, etc) demonstrating you are legally eligible to work in the United States. This information is required to complete the INS (Immigration and Naturalization Service) form I-9. We look forward to you beginning employment with us on Monday, August 7, 2006. Once you have had an opportunity to review the above information, please let us know it is acceptable to you by signing below and returning one copy of this letter.

John Sorvillo July 31, 2006 Page 2 John, everyone who has met you is enthusiastic about your capabilities and feels confident that Altus will afford you a challenging and rewarding career. We look forward to having you join us. Please feel free to contact me or Rose Villandry at (617-299-2813) with any questions or if you need additional information. Sincerely,
/s/ Sheldon Berkle ------------------------------------Sheldon Berkle President & CEO

I accept the terms of employment offered in this letter.
Signature: /s/ John Sorvillo -------------------------Date: August 1, 2006 SSN: [SOCIAL SECURITY NUMBER]

Attachments: 1. Non-Disclosure and Inventions Agreement

Exhibit 10.16 [ALTUS LETTERHEAD] August 14, 2006 Renato Fuchs [ADDRESS] Dear Renato: We are pleased you have accepted our offer for the position of Senior Vice President Manufacturing & Technical Operations reporting to me. We offer you a biweekly salary of $13,461.54, which equates to an annualized salary of $350,000. In addition to your base salary, you will have an opportunity to earn an annual bonus of up to 40% based on achieving mutually established performance objectives. Concerning the two manufacturing issues for ALTU-135 and ALTU-238, we established specific objectives as follows: - Define desired end products (ALTU-135 and ALTU-238) after start of employment and sufficient time for you to familiarize yourself with issues (i.e. key product characteristics and product specifications). CMC process used to make Phase III CTM must be suitable, reproducible and approvable for commercial material. - Manufacturing issues need to be resolved before end of Q2 2007 (i.e. released product for start of Phase III clinical trials need to be available before June 30, 2007). Our offer to you also includes Stock Options to purchase 111,232 shares of Altus common stock. The options will vest 50% on the first anniversary of your employment commencement date and 50% on the second anniversary of your employment commencement date. These options will expire five years from the date of vesting, so long as you are not terminated for cause. Your exercise price will be the closing price of the Altus common stock on your first day of employment. In addition, our offer to you includes the following incentive plan: 1. For the successful resolution of manufacturing issues: a. for ALTU-135 you will receive a $50,000 bonus and stock options to purchase 55,616 shares of Altus common stock b. for ALTU-238 you will receive a $50,000 bonus and stock options to purchase 27,808 shares of Altus common stock Your exercise price will be the closing price of our common stock price as of the date of grant. Shares will vest 50% at Phase III material availability for Phase III clinical trial and 50% one year from that date. These options will expire five years from the date of vesting, so long as you are not terminated for cause.

Renato Fuchs August 14, 2006 Page 2 2. For each month up to a maximum of 3 months that Phase III product availability is advanced from June 30, 2007, for each of ALTU-135 and ALTU-238 an additional incentive is offered: a. for ALTU-135 you will receive a $10,000 bonus and stock options to purchase 8,342 shares of Altus common stock

b. for ALTU-238 you will receive a $10,000 bonus and stock options to purchase 4,171 shares of Altus common stock Your exercise price will be the closing price of our common stock price as of the date of grant. Shares will vest 50% at Phase III material availability for Phase III clinical trial and 50% one year from that date. These options will expire five years from the date of vesting, so long as you are not terminated for cause. This will be a two (2) year assignment. The agreement can be terminated by either party with a four (4) week notice. Upon termination of your employment you will be eligible for COBRA and would receive the appropriate information at that time. The agreement may be extended by mutual agreement. Altus offers a competitive and comprehensive benefits program. All employees are eligible to participate in the program, which includes group health, dental, life, and long and short-term disability insurance. You are also eligible to participate in our matching 401k plan, in accordance with plan guidelines. Employees also receive generous vacation time, of which you are eligible to receive three (3) months vacation. At the end of the two (2) year agreement, your unused vacation balance will be paid to you as salary. The company also provides for personal time and observed as well as floating holidays. Your employment is subject to your agreement to Altus's standard employee non-disclosure and inventions agreement and non-compete agreement. We have included a copy of the agreement as an attachment to this offer. Please bring the signed copy with you on your first day. The Federal government requires that we verify the employment eligibility of all new employees. On your first day, please bring two forms of identification (valid driver's license, original birth certificate, passport, original social security card, etc) demonstrating you are legally eligible to work in the United States. This information is required to complete the INS (Immigration and Naturalization Service) form I-9.

Renato Fuchs August 14, 2006 Page 3 This letter confirms that per the attached Minutes of the Board Meeting of January 27, 2005, you are eligible for the terms associated with the Amendment to provide for Acceleration of Vesting of Options upon Certain Conditions following a Change in Control. Renato, we look forward to you beginning employment with us on Wednesday, August 16, 2006. Once you have had an opportunity to review the above information, please let us know it is acceptable to you by signing below and returning one copy of this letter. Please feel free to contact me or Rose Villandry at (617-299-2813) with any questions or if you need additional information. Sincerely,
/s/ Sheldon Berkle ------------------------------------Sheldon Berkle President & CEO

I accept the terms of employment offered in this letter.
Signature: /s/ Renato Fuchs -------------------------Date: August 16, 2006

SSN: [SOCIAL SECURITY NUMBER] Attachments: 1. Non-Disclosure and Inventions Agreement

Exhibit 10.17 (ALTUS (TM) LOGO) ALTUS PHARMACEUTICALS INC. 125 Sidney Street, Cambridge, MA 02139 USA Tel: +1.617.299.2900 - Fax: +1.617.299.2999 E-Mail: info@altus.com - Web: www.altus.com October 31, 2006 Bruce Leicher [ADDRESS] Dear Bruce: We are pleased you have accepted our offer for the position of Senior Vice President, General Counsel and Secretary reporting to Sheldon Berkle, President and CEO. We offer you a biweekly salary of $11,153.85, which equates to an annualized salary of $290,000. In addition to your base salary, you will have an opportunity to earn an annual bonus of up to 40% based on achieving mutually established performance objectives. Our offer to you also includes Stock Options to purchase 135,000 shares of Altus common stock. Stock options will vest quarterly over a four-year schedule, in accordance with plan documents, so long as you remain an employee. Your exercise price will be the closing price of our common stock price as of your first day of employment. We feel this is an opportunity that will offer you a satisfying position in a challenging growth environment. You will also be eligible for a Sign-On Bonus of $60,000 to be paid within 30 days of your hire. Should your employment with Altus end before the completion of one year of service, you agree to reimburse the company 100% of the Sign-On Bonus. If you should leave Altus before the end of your second year of employment you agree to reimburse the company 50% of the Sign-On Bonus. Altus offers a competitive and comprehensive benefits program. All employees are eligible to participate in the program, which includes group health, dental, life, and long and short-term disability insurance. You are also eligible to participate in our matching 401k plan, in accordance with plan guidelines. Employees also receive generous vacation time, personal time and observed as well as floating holidays. Your employment is subject to your agreement to Altus's standard employee non-disclosure and inventions agreement. We have included a copy of the agreement as an attachment to this offer. Please bring the signed copy with you on your first day. The Federal government requires that we verify the employment eligibility of all new employees. On your first day, please bring two forms of identification (valid driver's license, original birth certificate, passport, original social security card, etc) demonstrating you are legally eligible to work in the United States. This information is required to complete the INS (Immigration and Naturalization Service) form I-9.

Bruce Leicher October 31, 2006 Page 2 Once you have had an opportunity to review the above information, please let us know it is acceptable to you by signing below and returning one copy of this letter. We look forward to you beginning employment with us before

the year end and look forward to your confirmed start date. Bruce, everyone who has met with you is enthusiastic about your capabilities and feels confident that Altus will afford you a challenging and rewarding career. We look forward to having you join us. Please feel free to contact Rose Villandry at 617-299-2813 with any questions or if you need additional information. Sincerely,
/s/ Sheldon Berkle ------------------------------------Sheldon Berkle President and CEO

I accept the terms of employment offered in this letter.
Signature: /s/ Bruce Leicher -------------------------Date: 10/31/06

SSN: [SOCIAL SECURITY NUMBER] Date of Birth: [BIRTH DATE] Attachments: 1. Non-Disclosure and Inventions Agreement

  

Exhibit 23.1  CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-134421 on Form S-8 of our report dated March 9, 2007, relating to the consolidated financial statements of Altus Pharmaceuticals Inc.  appearing in this Annual Report on Form 10-K of Altus Pharmaceuticals Inc. for the year ended December 31,  2006. /s/ Deloitte & Touche LLP Boston, Massachusetts March 9, 2007 

  

Exhibit 31.1  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, Sheldon Berkle, certify that: 1.  I have reviewed this annual report on Form 10-K of Altus Pharmaceuticals Inc.;
  

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [reserved]; c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.                       /s/ Sheldon Berkle    Date: March 9, 2007         Sheldon Berkle         President and Chief Executive Officer        

  

Exhibit 31.2  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 I, Jonathan I. Lieber, certify that: 1. I have reviewed this annual report on Form 10-K of Altus Pharmaceuticals Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) [reserved]; c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.                       /s/ Jonathan I. Lieber    Date: March 9, 2007         Jonathan I. Lieber      Vice President, Chief Financial Officer and Treasurer        

  

Exhibit 32.1  Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter  63 of title 18, United States Code), the undersigned officers of Altus Pharmaceuticals Inc., a Delaware corporation (the “Company”), do hereby certify, to such officers’ knowledge, that: The Annual Report for the year ended December 31, 2006 (the “Form 10-K”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.                   Dated: March 9, 2007     /s/ Sheldon Berkle             Sheldon Berkle President and Chief             Executive Officer                Dated: March 9, 2007     /s/ Jonathan I. Lieber             Jonathan I. Lieber Vice President, Chief             Financial Officer             and Treasurer
                                       

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.