EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
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:
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”).
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”).
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”).
CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (FOR NON-SMALL CELL LUNG CANCER STUDY WITH EXPANSION COHORTS IN NON-SMALL CELL LUNG CANCER AND MELANOMA)Clinical Trial Collaboration and Supply Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AND SUPPLY AGREEMENT (this “Agreement”), made as of March 27, 2015 (the “Effective Date”), is by and between MSD International GmbH, having a place of business at Weystrasse 20, 6000 Luzern, Switzerland (“Merck”), and Syndax Pharmaceuticals, Inc., having a place of business at 400 Totten Pond Road, Suite 110, Waltham, MA 02451 (“Syndax”). Merck and Syndax are each referred to herein individually as “Party” and collectively “Parties”.
GENERAL RELEASE AND POST-SEPARATION CONSULTING AGREEMENTGeneral Release and Post-Separation Consulting Agreement • January 4th, 2016 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This General Release and Post-Separation Consulting Agreement (the “Agreement”) is made and entered into by and between Arlene Morris (the “Executive”) and Syndax Pharmaceuticals, Inc. (the “Company”) (each a “Party,” and together, the “Parties”).
