Attached files
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.
400 Totten Pond Road, Suite 140
Waltham, Massachusetts 02451
USA
Attention: Arlene M. Morris, 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 Ms. Morris:
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 AG Julio Triana
Postadresse: 13342 Berlin, Deutschland Besucheradresse: Műllerstraße 178 13353 Berlin. Deutschland Tel. +49 30 468 193887 Julio.triana@bayer.com
www.bayerpharma.de
Vorstand: Dieter Weinand Vorsitzender Hartmut Klusik Manfred Vehreschild
Vorsitzender des Aufsichtsrats: Michael Kőnig
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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 Claudia Karnbach by e-mail at ***.
Very truly yours,
| BAYER PHARMA AG | ||||
| By: | /s/ Julio Triana | |||
| Name: | Julio Triana | |||
| Title: | Senior Vice President | |||
| By: | /s/ Sven Hauser | |||
| Name: | Sven Hauser | |||
| Title: | Vice President | |||
| ACKNOWLEDGED AND AGREED: | ||||
| SYNDAX PHARMACEUTICALS, INC. | ||||
| By: | /s/ Arlene M. Morris | |||
| Name: | Arlene M. Morris | |||
| 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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