SYNDAX PHARMACEUTICALS, INC, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • August 30th, 2019 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
3,750,000 Shares SYNDAX PHARMACEUTICALS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2017 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
SYNDAX PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • February 27th, 2024 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
SYNDAX PHARMACEUTICALS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • March 24th, 2021 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SYNDAX PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • February 27th, 2024 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
SYNDAX PHARMACEUTICALS, INC. common Stock (par value $0.0001 per share) SALES AGREEMENTSales Agreement • May 26th, 2023 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
SYNDAX PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • February 27th, 2024 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Syndax Pharmaceuticals, Inc. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 16th, 2014 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2024 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
Executive Officer; (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day (8th) after I execute this Release; and (F) I have received with this Release the required written disclosure for a “group termination” under the ADEA, including a detailed list of the job titles and ages of all employees who were terminated in this group termination and the ages of all employees of the Company in the same job classification or organizational unit who were not terminated.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 1st, 2022 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 2021 (the “Amendment Effective Date”), is entered into by and among SYNDAX PHARMACEUTICALS, INC., a Delaware corporation, and each of its Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (together with its successors and assigns, in such capacity, the “Agent”).
SOLAR CAPITAL LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of June 13, 2014 (the “Effective Date”) among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SolarCap”), as collateral agent (in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SolarCap in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and SYNDAX PHARMACEUTICALS, INC., a Delaware corporation with offices located at 400 Totten Pond Road, Suite 110, Waltham, MA 02451 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 27th, 2014 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of March 30, 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), Syndax Pharmaceuticals, Inc., a Delaware corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
6,818,182 Shares SYNDAX PHARMACEUTICALS, INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT December 6, 2022Underwriting Agreement • December 7th, 2022 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2020 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of February 7, 2020 and is entered into by and among SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), and each of its Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as the “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTLicense, Development and Commercialization Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”), effective as of the 26th day of March, 2007 (the “Effective Date”), is entered into by and between BAYER SCHERING PHARMA AG (formerly known as SCHERING AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (“Bayer”) and SYNDAX PHARMACEUTICALS, INC., a Delaware corporation, with a place of business at 12481 High Bluff Drive, Suite 150, San Diego, California 92130 (“Licensee”). Bayer and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SYNDAX PHARMACEUTICALS, INC.Non-Qualified Option Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations
Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.0001 per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
Shares Syndax Pharmaceuticals, Inc. Common Stock ($0.0001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell to the Underwriters at the Underwriters’ option up to an aggregate of additional shares of Common Stock (the “Option Shares”) as set forth below.
SYNDAX PHARMACEUTICALS, INC.Incentive Stock Option Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations
Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.0001 per share (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2015 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
CONSENT AND AMENDMENT AGREEMENTLoan and Security Agreement • March 27th, 2014 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Consent and Amendment Agreement (this “Agreement”), dated as of December 28, 2012, is entered into by and among SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), the Lenders (as defined below), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the Lenders (in such capacity, and together with its successors and permitted assigns, “Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2015 between Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and , an individual (“Indemnitee”). This Agreement will become effective only upon the effectiveness of the Company’s registration statement on Form S-1 in connection with the Company’s initial public offering.
THIRD AMENDMENT TO THE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTLicense, Development and Commercialization Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations
THIS THIRD AMENDMENT (this “Amendment”) to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 9th day of October 2013 (the “Third Amendment Effective Date”), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (“Bayer”), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 400 Totten Pond Road, Suite 140, Waltham, Massachusetts 02451, USA (“Licensee”).
SECOND AMENDMENT TO THE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTLicense, Development and Commercialization Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT (this “Amendment”) to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 1st day of February 2013 (the “Second Amendment Effective Date”), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (“Bayer”), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 460 Totten Pond Road, Suite 650, Waltham, Massachusetts 02451, USA (“Licensee”).
FIRST AMENDMENT TO THE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTLicense, Development and Commercialization Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT (this “Amendment”) to the License, Development and Commercialization Agreement (as hereinafter defined), is effective as of the 13th day of October 2012 (the “Amendment Effective Date”), by and between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation, with a place of business at Muellerstrasse 178, Berlin 13342, Germany (“Bayer”), and Syndax Pharmaceuticals, Inc., a Delaware corporation, with a place of business at 460 Totten Pond Road, Suite 650, Waltham, Massachusetts 02451, USA (“Licensee”).
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • March 27th, 2014 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Consent and Amendment Agreement (this “Agreement”), dated as of October 9, 2012, is entered into by and among SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), the Lenders (as defined below), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the Lenders (in such capacity, and together with its successors and permitted assigns, “Agent”).
CLINICAL TRIAL AGREEMENTClinical Trial Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania
This Clinical Trial Agreement (“Agreement”) is entered into as of March 14, 2014 (“Effective Date”) by and between EASTERN COOPERATIVE ONCOLOGY GROUP, an organization with its executive office at 1818 Market St., Suite 1100, Philadelphia, PA 19103-3602, and its principal place of business at ECOG Coordinating Center, Frontier Science, 900 Commonwealth Avenue, Boston, MA 02215 (“Group”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, with its principal office and place of business located at 400 Totten Pond Road, Suite 140, Waltham, Massachusetts 02451 (“Company”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 31, 2014 (the “Second Amendment Effective Date”), is made among Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Solar Capital Ltd., a Maryland corporation (“SolarCap”), in its capacity as collateral agent (in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SolarCap in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
COMBINATION STUDY COLLABORATION AGREEMENT BETWEEN GENENTECH, INC. AND SYNDAX PHARMACEUTICALS, INC.Combination Study Collaboration Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS COMBINATION STUDY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24, 2015 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 1 DNA Way, South San Francisco, California 94080 (“Genentech”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 400 Totten Pond Road, Suite 110, Waltham, Massachusetts 02451 (“Syndax”). Genentech and Syndax are each referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Dated December 19, 2014 by and between SYNDAX PHARMACEUTICALS, INC. and KYOWA HAKKO KIRIN CO., LTD.License, Development and Commercialization Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (as modified or amended in accordance with the terms hereof, the “Agreement”) is entered into as of December 19, 2014 (the “Effective Date”) by and between Syndax Pharmaceuticals, Inc., a Delaware corporation having a place of business at 400 Totten Pond Road, Suite 110, Waltham, MA 02451 USA (“Syndax”), and Kyowa Hakko Kirin Co., Ltd., a Japanese corporation having a place of business at 1-6-1 Ohtemachi, Chiyoda-ku, Tokyo 100-8185, Japan (“KHK”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 25, 2014 (the “Amendment Effective Date”), is made among Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), Solar Capital Ltd., a Maryland corporation (“SolarCap”), in its capacity as collateral agent (in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 (as amended herein) of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SolarCap in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
Re: License, Development and Commercialization Agreement dated as of March 26, 2007, as amended, (the “License Agreement”) between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation (“Bayer”), and Syndax...License, Development and Commercialization Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations
The payment shall be subject to late payment interest at 2.231% (the three (3) month LIBOR rate as of 30 June 2014, plus a premium of two percent (2%)). Interest shall be calculated based on the actual number of days in the interest period divided by 360 and shall be calculated from the original due date (inclusive) until the date of payment (exclusive).
AMENDMENT NO. 1 TO CLINICAL TRIAL AGREEMENT BETWEEN ECOG-ACRIN CANCER RESEARCH GROUP AND SYNDAX PHARMACEUTICALS, INC.Clinical Trial Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 1 to Clinical Trial Agreement (the “Amendment” or “Amendment 1”) is entered into as of January 30, 2015 (the “Effective Date”) by and between ECOG-ACRIN Cancer Research Group, successor entity to the Eastern Cooperative Oncology Group, on behalf of itself and its member hospitals, institutions and physicians (the “Group,” “ECOG” or “ECOG-ACRIN”), and Syndax Pharmaceuticals, Inc. (“Company” or “Syndax”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 29th, 2019 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 28th day of March, 2019, by and among Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the investors set forth on the signature pages hereto (the “Investors”).
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • March 27th, 2014 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Consent and Amendment Agreement (this “Agreement”), dated as of March 8, 2013, is entered into by and among SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), the Lenders (as defined below), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the Lenders (in such capacity, and together with its successors and permitted assigns, “Agent”).
CONSENT AND AMENDMENT AGREEMENTConsent and Amendment Agreement • March 27th, 2014 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Consent and Amendment Agreement (this “Agreement”), dated as of February 20, 2013, is entered into by and among SYNDAX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), the Lenders (as defined below), and GENERAL ELECTRIC CAPITAL CORPORATION, as agent for the Lenders (in such capacity, and together with its successors and permitted assigns, “Agent”).
SYNDAX PHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 25th, 2015 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is effective as of August 21, 2015 pursuant to the amendment provisions of Subsection 7.7 of that certain Second Amended and Restated Investors’ Rights Agreement dated June 1, 2015 (the “Prior Agreement”), by and among Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A (each individually, an “Investor” and collectively, the “Investors”), Eckard Weber Living Trust UTA, Ronald Evans, Ph.D., Peter Ordentlich, Ph.D., Michael Downes, Ph.D. and Richard Heyman, Ph.D. (each individually, a “Stockholder” and collectively, the “Stockholders”) and Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a corporation organized under the laws of the Federal Republic of Germany (“Bayer”), and with regard to Bayer, only with respect to Subsection 2.6, Subsection 2.7 and any other provisions of this Agreement applicable thereto.
