EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 27th, 2014 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have forty-five (45) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release [by providing a written notice of revocation to the Company’s Chief 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, i
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”).
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTLicense, Development and Commercialization Agreement • March 27th, 2014 • 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.Incentive Stock Option Agreement • March 27th, 2014 • 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 2013 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
SYNDAX PHARMACEUTICALS, INC.Non-Qualified Option Agreement • March 27th, 2014 • 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 2013 Omnibus Incentive Plan (as amended from time to time, the “Plan”).
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 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 • March 27th, 2014 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2014 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 AGREEMENTDevelopment and Commercialization Agreement • March 27th, 2014 • 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 • March 27th, 2014 • 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 AGREEMENTDevelopment and Commercialization Agreement • March 27th, 2014 • 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 • March 27th, 2014 • 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”).
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”).
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”).
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 November 19, 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”).
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 June 28, 2012, 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 March 1, 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 December 20, 2011, 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. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 27th, 2014 • Syndax Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is effective as of March 8, 2013 pursuant to the amendment provisions of Section 7.7 of that certain Investors’ Rights Agreement dated March 30, 2007, as amended (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, M.D., Ronald Evans, Ph.D., Peter Ordentlich, Ph.D., Michael Dowries, Ph.D. and Richard Heyman, Ph.D. (each individually, a “Stockholder” and collectively, the “Stockholders”) and Bayer Schering Pharma AG (formerly known as Schering AG), a corporation organized under the laws of the Federal Republic of Germany (“Bayer”), and with regard to Bayer, only with respect to Section 2.6, Section 2.7 and any other provisions of this Agreement applicable thereto.
