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...
Exhibit 10.26
| *** | INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. |
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Syndax Pharmaceuticals, Inc.
000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxxxx 00000
XXX
Attention: Xxxxxx X. Xxxxxx, Chief Executive Officer
| 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 Pharmaceuticals, Inc., a Delaware corporation (“Syndax”)
Dear Xx. Xxxxxx:
The purpose of this letter is to memorialize certain understandings between Bayer and Syndax regarding payment of the first milestone listed in Section 6.3.1 of the License Agreement.
Syndax has confirmed that the first milestone listed in Section 6.3.1 of the License Agreement (that is, “Signature of an informed consent form by a patient in a Phase III Clinical Trial”) has been achieved as of 30 June 2014.
Notwithstanding the requirement that the $2,000,000 payment related to the first milestone listed in Section 6.3.1 of the License Agreement (that is, “Signature of an informed consent form by a patient in a Phase III Clinical Trial”) shall be made by Syndax to Bayer within *** following achievement of such milestone, payment shall be made in two (2) installments as follows: |
18.09.2014
Bayer Pharma XX Xxxxx Xxxxxx
Xxxxxxxxxxx: 00000 Xxxxxx, Xxxxxxxxxxx Besucheradresse: Xxxxxxxxxxxx 000 00000 Xxxxxx. Xxxxxxxxxxx Tel. x00 00 000 000000 Xxxxx.xxxxxx@xxxxx.xxx
xxx.xxxxxxxxxxx.xx
Vorstand: Xxxxxx Xxxxxxx Vorsitzender Hartmut Klusik Xxxxxxx Vehreschild
Vorsitzender des Aufsichtsrats: Xxxxxxx Xxxxx
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| Installments |
Payment | Sitz der Gesellschaft: Berlin Eintragung: Amtsgericht Charlottenburg HRB 283 | ||||
| 1. First installment due no later than December 31, 2014 |
$ | 1,000,000 | ||||
| 2. Second installment due upon the earlier of (i) receiving gross proceeds of at least $50,000,000 from an equity financing (public or private) or (ii) July 31, 2015 |
$ | 1,000,000 | ||||
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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).
Capitalized terms, unless defined herein, have the meaning given to such term in the Agreement. Except as agreed to in this letter, all other provisions of the Agreement shall remain in full force and effect.
If you are in agreement with this summary, please countersign a copy of this letter and return it to Xxxxxxx Xxxxxxxx by e-mail at ***.
Very truly yours,
| BAYER PHARMA AG | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Vice President | |||
| ACKNOWLEDGED AND AGREED: | ||||
| SYNDAX PHARMACEUTICALS, INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | President and CEO | |||
| Date: | 10/4/2014 | |||
| *** | INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. |
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