| 1. | List of documents filed as part of this report |
| 1. | Consolidated Financial Statements listed under Part II, Item 8 and included herein by reference. |
| 2. | Consolidated Financial Statement Schedules |
No schedules are submitted because they are not applicable, not required or because the information is included in the Consolidated Financial Statements or Notes to Consolidated Financial Statements.
| Incorporated by reference herein | |
| Number | | Description | | Form | | Date |
| 2.1 | | Separation Agreement, dated as of March 30, 2019, by and between Ironwood Pharmaceuticals, Inc. and Cyclerion Therapeutics, Inc. | | Current Report on Form 8-K (File No. 001-34620) | | April 4, 2019 |
| 2.2 | | Transaction Agreement, dated May 21, 2023, by and between Ironwood Pharmaceuticals, Inc. and VectivBio Holding AG | | Current Report on Form 8-K (File No. 001-34620) | | May 22, 2023 |
| 3.1 | | Eleventh Amended and Restated Certificate of Incorporation | | Annual Report on Form 10-K (File No. 001-34620) | | March 30, 2010 |
| 3.2 | | Certificate of Retirement | | Registration Statement on Form 8-A/A (File No. 001-34620) | | January 3, 2019 |
| 3.3 | | Certificate of Amendment | | Current Report on Form 8-K (File No. 001-34620) | | May 31, 2019 |
| 4.1 | | Specimen Class A Common Stock certificate | | Registration Statement on Form S-1, as amended (File No. 333-163275) | | January 20, 2010 |
| 4.3 | | Indenture, dated as of August 12, 2019, by and between Ironwood Pharmaceuticals, Inc. and U.S. Bank National Association (including the form of the 0.75% Convertible Senior Note due 2024) | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 4.3.1 | | Form of 0.75% Convertible Senior Note due 2024 | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 4.4 | | Indenture, dated as of August 12, 2019, by and between Ironwood Pharmaceuticals, Inc. and U.S. Bank National Association (including the form of the 1.50% Convertible Senior Note due 2026) | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 4.4.1 | | Form of 1.50% Convertible Senior Note due 2026 | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 4.5 | | Description of Securities of Ironwood Pharmaceuticals, Inc. | | Annual Report on Form 10-K (File No. 001-34620) | | February 17, 2021 |
| 10.1# | | Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan | | Registration Statement on Form S-8, as amended (File No. 333-184396) | | October 12, 2012 |
| 10.1.1# | | Form of Stock Option Agreement under the Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan | | Quarterly Report on Form 10-Q (File No. 001-34620) | | November 6, 2018 |
| 10.1.2# | | Form of Restricted Stock Unit Agreement under the Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan | | Quarterly Report on Form 10-Q (File No. 001-34620) | | November 6, 2018 |
| 10.2# | | 2019 Equity Incentive Plan | | Quarterly Report on Form 10-Q (File No. 001-34620) | | July 30, 2019 |
| 10.2.1# | | Form of Non-statutory Stock Option Agreement under the 2019 Equity Incentive Plan | | Quarterly Report on Form 10-Q (File No. 001-34620) | | July 30, 2019 |
| 10.2.2# | | Form of Restricted Stock Unit Agreement under the 2019 Equity Incentive Plan | | Quarterly Report on Form 10-Q (File No. 001-34620) | | July 30, 2019 |
| 10.2.3# | | Form of Restricted Stock Agreement under the 2019 Equity Incentive Plan | | Quarterly Report on Form 10-Q (File No. 001-34620) | | July 30, 2019 |
| 10.2.4# | | Form of Performance-Based Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan | | Quarterly Report on Form 10-Q (File No. 001-34620) | | May 6, 2020 |
| 10.3# | | Amended and Restated 2019 Equity Incentive Plan | | Current Report on Form 8-K (File No. 001-34620) | | June 22, 2023 |
| 10.3.1# | | Form of Restricted Stock Unit Agreement under the Amended and Restated 2019 Equity Incentive Plan | | Quarterly Report on Form 10-Q (File No. 001-34620) | | November 9, 2023 |
| 10.4# | | Amended and Restated 2010 Employee Stock Purchase Plan | | Annual Report on Form 10-K (File No. 001-34620) | | February 13, 2020 |
| 10.5# | | Change of Control Severance Benefit Plan, as amended and restated | | Quarterly Report on Form 10-Q (File No. 001-34620) | | April 29, 2014 |
| 10.6# | | Form of Executive Severance Agreement | | Annual Report on Form 10-K (File No. 001-34620) | | February 25, 2019 |
| 10.7# | | Form of Executive Severance Agreement | | Current Report on Form 8-K (File No. 001-34620) | | December 1, 2021 |
| 10.8# | | Second Amended and Restated Executive Severance Agreement, June 22, 2021 between Ironwood Pharmaceuticals, Inc. and Thomas McCourt | | Current Report on Form 8-K/A (File No. 001-34620) | | June 24, 2021 |
| 10.9#* | | Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024 | |
| 10.10# | | Form of Indemnification Agreement with Directors and Officers | | Registration Statement on Form S-1, as amended (File No. 333-163275) | | December 23, 2009 |
| 10.11+ | | Collaboration Agreement, dated as of September 12, 2007, as amended on November 3, 2009, by and between Forest Laboratories, Inc. and Ironwood Pharmaceuticals, Inc. | | Registration Statement on Form S-1, as amended (File No. 333-163275) | | February 2, 2010 |
| 10.11.1 | | Amendment No. 2 to the Collaboration Agreement, dated as of January 8, 2013, by and between Forest Laboratories, Inc. and Ironwood Pharmaceuticals, Inc. | | Annual Report on Form 10-K (File No. 001-34620) | | February 21, 2013 |
| 10.12+ | | Commercial Agreement, dated as of January 31, 2017, by and among Allergan USA, Inc., Forest Laboratories, LLC and Ironwood Pharmaceuticals, Inc. | | Quarterly Report on Form 10-Q (File No. 001-34620) | | May 8, 2017 |
| 10.13+ | | License Agreement, dated as of April 30, 2009, by and between Allergan Pharmaceuticals International Ltd. (formerly with Almirall, S.A.) and Ironwood Pharmaceuticals, Inc. | | Registration Statement on Form S-1, as amended (File No. 333-163275) | | February 2, 2010 |
| 10.13.1+ | | Amendment No. 1 to License Agreement, dated as of June 11, 2013, by and between Allergan Pharmaceuticals International Ltd. (formerly with Almirall, S.A.) and Ironwood Pharmaceuticals, Inc. | | Quarterly Report on Form 10-Q (File No. 001-34620) | | August 8, 2013 |
| 10.13.2+ | | Amendment to the License Agreement, dated as of October 26, 2015, by and between Allergan Pharmaceuticals International Ltd. and Ironwood Pharmaceuticals, Inc. | | Annual Report on Form 10-K (File No. 001-34620) | | February 19, 2016 |
| 10.13.3+ | | Amendment to the License Agreement dated as of January 31, 2017, by and between Allergan Pharmaceuticals International Ltd., and Ironwood Pharmaceuticals, Inc. | | Quarterly Report on Form 10-Q (File No. 001-34620) | | May 8, 2017 |
| 10.14+ | | Novation Agreement, dated as of October 26, 2015, by and among Almirall, S.A., Allergan Pharmaceuticals International Ltd. and Ironwood Pharmaceuticals, Inc. | | Annual Report on Form 10-K (File No. 001-34620) | | February 19, 2016 |
| 10.15++ | | Amended and Restated License Agreement, dated as of August 1, 2019, by and between Ironwood Pharmaceuticals, Inc. and Astellas Pharma Inc. | | Current Report on Form 8-K (File No. 001-34620 | | August 1, 2019 |
| 10.15.1+ | | Amendment to the Amended and Restated License Agreement, dated as of January 8, 2021, by and between Ironwood Pharmaceuticals, Inc. and Astellas Pharma Inc. | | Annual Report on Form 10-K (File No. 001-34620) | | February 17, 2021 |
| 10.16++ | | Amended and Restated License and Collaboration Agreement, dated as of September 16, 2019, by and between AstraZeneca AB and Ironwood Pharmaceuticals, Inc. | | Current Report on Form 8-K (File No. 001-34620) | | September 18, 2019 |
| 10.17+ | | Commercial Supply Agreement, dated as of June 23, 2010, by and among PolyPeptide Laboratories, Inc. and Polypeptide Laboratories (SWEDEN) AB, Forest Laboratories, Inc. and Ironwood Pharmaceuticals, Inc. | | Quarterly Report on Form 10-Q (File No. 001-34620) | | August 10, 2010 |
| 10.18+ | | Commercial Supply Agreement, dated as of March 28, 2011, by and among Corden Pharma Colorado, Inc. (f/k/a Roche Colorado Corporation), Ironwood Pharmaceuticals, Inc. and Forest Laboratories, Inc. | | Quarterly Report on Form 10-Q (File No. 001-34620) | | May 13, 2011 |
| 10.18.1+ | | Amendment No. 3 to Commercial Supply Agreement, dated as of November 26, 2013, by and between Corden Pharma Colorado, Inc. (f/k/a Roche Colorado Corporation), Ironwood Pharmaceuticals, Inc. and Forest Laboratories, Inc. | | Annual Report on Form 10-K (File No. 001-34620) | | February 7, 2014 |
| 10.19† | | Amended and Restated Exclusive License Agreement by and between Ferring International Center S.A. and GlyPharma Therapeutic Inc. dated as of December 6, 2016, as amended | | Registration Statement on Form F-1 (File No. 333-254523) | | March 19, 2021 |
| 10.20† | | Development and Commercialization Agreement by and between VectivBio AG and Asahi Kasei Pharma Corporation, dated as of March 30, 2022 | | Annual Report on Form 20-F (File No. 001-40316) | | April 7, 2022 |
| 10.21 | | Credit Agreement, dated May 21, 2023, by and among Ironwood Pharmaceuticals, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, collateral agent, a letter of credit issuer and a lender, and the other agents, lenders and letter of credit issuers parties thereto | | Current Report on Form 8-K (File No. 001-34620) | | May 22, 2023 |
| 10.22 | | Lease Agreement for facilities at 100 Summer Street, Boston, Massachusetts, dated as of June 11, 2019, by and between Ironwood Pharmaceuticals, Inc. and MA-100 Summer Street Owner, L.L.C. | | Current Report on Form 8-K (File No. 001-34620) | | June 13, 2019 |
| 10.23 | | Tax Matters Agreement, dated as of March 30, 2019, by and between Ironwood Pharmaceuticals, Inc. and Cyclerion Therapeutics, Inc. | | Current Report on Form 8-K (File No. 001-34620) | | April 4, 2019 |
| 10.24 | | Employee Matters Agreement, dated as of March 30, 2019, by and between Ironwood Pharmaceuticals, Inc. and Cyclerion Therapeutics, Inc. | | Current Report on Form 8-K (File No. 001-34620) | | April 4, 2019 |
| 10.25 | | Base Call Option Transaction Confirmation for the 2024 Notes, dated as of August 7, 2019, between Ironwood Pharmaceuticals, Inc. and JPMorgan Chase Bank, National Association | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 10.26 | | Base Call Option Transaction Confirmation for the 2026 Notes, dated as of August 7, 2019, between Ironwood Pharmaceuticals, Inc. and JPMorgan Chase Bank, National Association | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 10.27 | | Base Call Option Transaction Confirmation for the 2024 Notes, dated as of August 7, 2019, between Ironwood Pharmaceuticals, Inc. and Credit Suisse Capital LLC | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 10.28 | | Base Call Option Transaction Confirmation, for the 2026 Notes, dated as of August 7, 2019, between Ironwood Pharmaceuticals, Inc. and Credit Suisse Capital LLC | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 10.29 | | Additional Call Option Transaction Confirmation for the 2024 Notes, dated as of August 12, 2019, between Ironwood Pharmaceuticals, Inc. and JPMorgan Chase Bank, National Association | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 10.30 | | Additional Call Option Transaction Confirmation for the 2026 Notes, dated as of August 12, 2019, between Ironwood Pharmaceuticals, Inc. and JPMorgan Chase Bank, National Association | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 10.31 | | Additional Call Option Transaction Confirmation for the 2024 Notes, dated as of August 12, 2019, between Ironwood Pharmaceuticals, Inc. and Credit Suisse Capital LLC | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 10.32 | | Additional Call Option Transaction Confirmation for the 2026 Notes, dated as of August 12, 2019, between Ironwood Pharmaceuticals, Inc. and Credit Suisse Capital LLC | | Current Report on Form 8-K (File No. 001-34620) | | August 13, 2019 |
| 21.1* | | Subsidiaries of Ironwood Pharmaceuticals, Inc. | | | | |
| 23.1* | | Consent of Independent Registered Public Accounting Firm | | | | |
| 31.1* | | Certification of Chief Executive Officer pursuant to Rules 13a-14 or 15d-14 of the Exchange Act | | | | |
| 31.2* | | Certification of Chief Financial Officer pursuant to Rules 13a-14 or 15d-14 of the Exchange Act | |
| 32.1‡ | | Certification of Chief Executive Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Exchange Act and 18 U.S.C. Section 1350 | |
| 32.2‡ | | Certification of Chief Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Exchange Act and 18 U.S.C. Section 1350 | | | | |
| 97* | | Policy for Recoupment of Incentive Compensation | | | | |
| 101.INS* | | XBRL Instance Document – The Instance Document does not appear in the Interactive Data Files because its XBRL tags are embedded within the Inline XBRL document | | | | |
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| 101.SCH* | | XBRL Taxonomy Extension Schema Document | | | | |
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| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document | |
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| 101.LAB* | | XBRL Taxonomy Extension Label Linkbase Database | |
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| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document | |
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| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document | |
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| + | Confidential treatment granted under 17 C.F.R. §§200.80(b)(4) and 230.406. The confidential portions of this exhibit have been omitted and are remeasured accordingly. The confidential portions have been provided separately to the SEC pursuant to the confidential treatment request. |
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| † | Schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. Ironwood will furnish copies of any such schedules and exhibits to the SEC upon request. |
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| # | Management contract or compensatory plan, contract, or arrangement. |
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