EX-10.25



 Exhibit 10.25 

EXECUTION VERSION 

CONSENT AND AMENDMENT AGREEMENT 

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”). 
 WHEREAS, pursuant to that certain Loan and Security Agreement, dated as
of March 30, 2011, as amended by that certain Consent and Amendment Agreement, dated as of December 20, 2011, and as further amended by that certain Consent and Amendment Agreement, dated as of June 28, 2012, each among Borrower,
Agent and the financial institutions party thereto as lenders (the “Lenders”; the Loan and Security Agreement, as so amended and as it may have been and may be further amended, restated or otherwise modified from time to
time, the “Loan Agreement”), Agent and the Lenders have made certain loans and other financial accommodations to Borrower subject to the terms and conditions set forth therein; 

WHEREAS, Borrower has requested that Agent and Requisite Lenders consent to the incurrence by Borrower of up to $750,000 of additional
unsecured, subordinated Indebtedness evidenced by a new series of Unsecured Convertible Promissory Notes, dated on or about the date hereof (the “Series B Convertible Notes”), issued under that certain Note Purchase
Agreement, dated on or about the date hereof (the “NPA”), by and among Borrower and the investors party thereto, which Indebtedness (i) shall be subordinated to all Obligations in all respects pursuant to a Subordination
Agreement, dated as of the date hereof (the “Subordination Agreement”), executed by Borrower and each investor that is purchasing a Series B Convertible Note; (ii) shall not require payment of any kind (including
principal, interest, fees or other costs related thereto) until all Obligations shall have been indefeasibly paid in full; provided, that such financing may be converted to equity at any time and payment of cash in lieu of the issuance of
fractional shares in connection with such conversion may be made; and (iii) shall otherwise be in form and substance reasonably satisfactory to Agent; 

WHEREAS, in connection with the issuance of the Series B Convertible Notes, Borrower has further requested that Agent and Requisite
Lenders consent to the amendment and restatement by Borrower of its certificate of incorporation in the form of the Fifth Amended and Restated Certificate of Incorporation attached hereto as Exhibit A (the “October 2012 Charter
Amendment”) to, among other things, authorize the Series B Preferred Stock (the “Series B Preferred Stock”) into which the Series B Convertible Notes may be convertible in accordance with the terms thereof; 

WHEREAS, Borrower has requested that Agent and Requisite Lenders consent to the foregoing, which, but for this Agreement, would be
prohibited under Sections 7.2 and 7.11 of the Loan Agreement; 
 WHEREAS, pursuant to Section 6.2(a) of the Loan Agreement,
Borrower is required to notify Agent of any change in the accuracy of the Perfection Certificate, immediately upon the occurrence of any such change, and Borrower has failed to notify Agent of certain changes thereto, as more fully detailed on
Schedule 1 hereto, which such failure constitutes an Event of Default under Section 8.1(b) of the Loan Agreement (the “Perfection Certificate Notification Event of Default”); 







 WHEREAS, pursuant to Section 6.2(e) of the Loan Agreement, Borrower is required to
notify Agent with respect to any new applications or registrations that any Loan Party has made or filed in respect of any Intellectual Property or a change in status of any outstanding application or registration within five (5) days of such
application, registration, filing or change in status, and Borrower has failed notify agent with respect to the items more fully described on Schedule 2 hereto, which such failure constitutes an Event of Default under Section 8.1(b) of
the Loan Agreement (the Intellectual Property Notification Event of Default, and, together with the Perfection Certificate Notification Event of Default, the “Identified Events of Default”); 

WHEREAS, Borrower has requested that Agent and Requisite Lenders waive, ab initio, each Identified Event of Default; and 

WHEREAS, Agent and Lenders constituting at least the Requisite Lenders are willing to agree to such requests, subject to and in
accordance with the terms and conditions set forth in this Agreement. 
 NOW, THEREFORE, each of Borrower, Requisite Lenders and
Agent hereby agrees as follows: 
 1. Recitals; Definitions. The foregoing recitals, including all terms defined therein, are
incorporated herein and made a part hereof. All capitalized terms used but not otherwise defined herein have the meanings given such terms in the Loan Agreement. 

2. Consent and Waiver. Effective as of the date hereof, and in accordance with Section 10.08 of the Loan Agreement, Agent
and Lenders constituting at least the Requisite Lenders hereby (i) consent to (A) the issuance of the Series B Convertible Notes, the execution and delivery of the NPA and the other documents related thereto, and the incurrence of the
Indebtedness under the NPA and (B) the execution and delivery of the October 2012 Charter Amendment and (ii) waive, ab initio, each Identified Event of Default. 

3. Amendments. Subject to the terms and conditions of this Agreement, Section 7.2 of the Loan Agreement is hereby amended
by deleting clause (d) thereof in its entirety and replacing such clause with the following: 
 (d) subordinated, unsecured Indebtedness
in an aggregate amount not to exceed $16,000,000 (the “Subordinated Indebtedness”), which subordinated, unsecured Indebtedness is evidenced by those certain Convertible Promissory Notes issued pursuant to (i) that certain Note
and Warrant Purchase Agreement, dated as of August 3, 2010, by and among Borrower and each investor party thereto (the “2010 NPA”); (ii) that certain Note and Warrant Purchase Agreement, dated as of December 20, 2011
(the “2011 NPA”), as amended by that certain Amendment to Note and Warrant Purchase Agreement, dated as of June 28, 2012, each by and among Borrower and each investor party thereto (the 2011 NPA, as so amended, the
“June 2012 NPA”); and (iii) that certain Note Purchase Agreement, dated as of October 9, 2012, by and among Borrower and each investor party thereto (the “October 2012 NPA”), which Indebtedness is
subordinated to the Obligations pursuant to (A) that certain Subordination Agreement, dated as of March 30, 2011, by and among Agent and certain investors party to that certain Note and Warrant Purchase Agreement, dated as of
August 3, 2010 (which subordinates $6,000,000, the “First Subordination Agreement”); (B) that certain Amended and Restated Subordination Agreement, dated as of December 20, 2011, by and among each of the parties to
the First 

  
 2 








 
Subordination Agreement and certain other investors who are parties to the 2011 NPA (which amends, restates and continues the First Subordination Agreement subordinating an additional $6,250,000
for a total of $12,250,000, the “2011 Subordination Agreement”); (C) that certain Subordination Agreement, dated as of June 28, 2012, by and among the parties to the First Subordination Agreement and the 2011 Subordination
Agreement other than two individual investors who have opted not to participate in the offering under the 2012 NPA (which Subordination Agreement separately subordinates $3,000,000 (the “June 2012 Subordination Agreement”); and
(D) that certain Subordination Agreement, dated as of October 9, 2012, by and among the holders of the Borrower’s Series A Preferred Stock on the date hereof (which Subordination Agreement separately subordinates $750,000, the
“October 2012 Subordination Agreement”, and together with the 2011 Subordination Agreement (which, for the avoidance of doubt, includes the First Subordination Agreement) and the June 2012 Subordination Agreement, collectively, the
“Subordination Agreements”). 
 4. Conditions. The foregoing is subject to the following conditions: 

 

	 	A.	Agent shall have received a counterpart of this Agreement duly executed by each Loan Party; 

  

	 	B.	Agent shall have received a counterpart of the Subordination Agreement duly executed by each investor that is purchasing Series B Convertible Note pursuant to the NPA and consented to by Borrower; 


 

	 	C.	Borrower shall have delivered a certificate of an authorized officer of Borrower, providing verification of an incumbency and attaching (i) Borrower’s board resolutions approving the transactions contemplated
by this Agreement, (ii) Borrower’s governing documents, and (iii) an updated perfection certificate; 

  

	 	D.	Borrower shall have delivered true and complete copies of the Series B Convertible Notes, the NPA, the October 2012 Charter Amendment and the other amendments referenced herein and such further documents, information,
certificates, records and filings as Agent may reasonably request; and 

  

	 	E.	(i) No Default or Event of Default shall have occurred and be continuing other than the Defaults or Events of Default waived pursuant to Section 2 above, (ii) all representations and warranties in
Section 5 of the Loan Agreement shall be true and correct as of the date hereof, (iii) each condition set forth in this Section 4 of this Agreement shall have been satisfied, and (iv) Agent shall have received a certificate from
an authorized officer of Borrower confirming each of the foregoing. 

 5. Reaffirmation of Debt Documents. By
executing and delivering this Agreement, Borrower hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Agreement, the Notes and the other Debt Documents; (ii) agrees that this Agreement shall be a “Debt
Document” under the Loan Agreement; and (iii) hereby expressly agrees that the Loan Agreement, the Notes and each other Debt Document shall remain in full force and effect following any action contemplated in connection herewith. 

  
 3 








 6. Reaffirmation of Grant of Security Interest in Collateral. Borrower hereby
expressly reaffirms, ratifies and confirms its obligations under the Loan Agreement, including its mortgage, grant, pledge and hypothecation to Agent for the benefit of Agent and each Lender, of the lien on and security interest in, all of its
right, title and interest in, all of the Collateral. 
 7. Confirmation of Representations and Warranties; Liens; No Default.
Borrower hereby confirms that (i) all of the representations and warranties set forth in the Debt Documents continue to be true and correct as of the date hereof, except to the extent such representations and warranties by their terms expressly
relate only to a prior date (in which case such representations and warranties shall be true and correct as of such prior date); (ii) there are no Defaults or Events of Default that have not been waived or cured other than the Defaults or
Events of Default waived pursuant to Section 2 above; (iii) Agent has and shall continue to have valid, enforceable and perfected first-priority liens, subject to Permitted Liens, on and security interests in the Collateral and all
other collateral heretofore granted by Borrower to Agent, for the benefit of Agent and each Lender, pursuant to the Debt Documents or otherwise granted to or held by Agent, for the benefit of Agent and each Lender; and (iv) the agreements and
obligations of Borrower contained in the Debt Documents and in this Agreement constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by the application of general principles of equity; provided, however, with respect to this clause
(iv), to the extent that this Agreement is not enforceable against Borrower, the obligations of Agent and the Lenders contained herein with respect to such parties are null and void. 

8. No Other Consents or Amendments. The consent and waiver in this Agreement are applicable only to the matters set forth in
Section 2 above, and do not constitute a future consent or waiver nor a consent to, or waiver of, anything other than the matters expressly set forth herein including, for the avoidance of doubt, any other transactions involving the sale
or issuance of the Series B Preferred Stock. Except as expressly set forth in this Agreement, the Loan Agreement and all other Debt Documents shall remain unchanged and in full force and effect. This Agreement shall be limited precisely and
expressly as drafted and shall not be construed as consent to the amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Loan Agreement or any other Debt Document. 

9. Costs and Expenses. Borrower shall be responsible for (i) a consent fee of $1,500.00 and (ii) the reimbursement of
all fees and expenses of Agent’s in-house and outside counsel and other out of pocket costs and expenses incurred by Agent and the Lenders in connection with the preparation and negotiation of this Agreement. Such fees, costs and expenses, as
limited by the preceding sentence, shall be due and payable upon demand of Agent, and if not paid promptly upon such demand, all such fees, costs and expenses shall become part of the Obligations. 

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 

11. Successors/Assigns. This Agreement shall bind, and the rights hereunder shall inure to, the respective successors and
assigns of the parties hereto, subject to the provisions of the Debt Documents. 
 12. Headings. Section headings in this
Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 

  
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 13. Counterparts. This Agreement may be executed in counterparts, and such
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or other electronic method of transmission shall be equally as effective as delivery of an
original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the
failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement. 

[SIGNATURE PAGE TO FOLLOW] 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Consent and Amendment Agreement to be
duly executed by their duly authorized representatives, all as of the day and year first above written. 
  

			
	BORROWER:
	
	Syndax Pharmaceuticals, Inc., a Delaware corporation
		
	By:	 	 /s/ Arlene M. Morris

	Name:	 	Arlene M. Morris
	Title:	 	Chief Executive Officer


 [Signatures Continue on Following Page] 

  
 S-1 








 
			
	AGENT AND LENDER:
	
	General Electric Capital Corporation, a Delaware corporation
		
	By:	 	 /s/ Jacqueline K. Blechinger

	Name:	 	Jacqueline K. Blechinger
	Its:	 	Duly Authorized Signatory


 [End of Signature Pages] 

  
 S-2 








 Exhibit A 

October 2012 Charter Amendment 

  
 Exhibit A 








 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 

OF 
 SYNDAX
PHARMACEUTICALS, INC. 
 Syndax Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware,
hereby certifies as follows: 
 The name of this corporation is Syndax Pharmaceuticals, Inc. This corporation was originally incorporated
under the same name, and the original Certificate of Incorporation of this corporation was filed with the Secretary of State of the State of Delaware on October 11, 2005. An Amended and Restated Certificate of Incorporation of this Corporation
was filed with the Secretary of State of the State of Delaware on March 29, 2007, January 22, 2010, August 2, 2010 and December 20, 2011 all under its present name. A Certificate of Amendment to the Certificate of
Incorporation of this Corporation was filed with the Secretary of State of the State of Delaware on June 28, 2012. 
 The text of the
Fourth Amended and Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety to read as follows: 

ARTICLE I 
 The name of
this corporation is Syndax Pharmaceuticals, Inc. 
 ARTICLE II 

The address of this corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington,
19808, County of New Castle, Delaware. The name of its registered agent at such address is Corporation Service Company. 
 ARTICLE III

 The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware. 
 ARTICLE IV 

This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and
“Preferred Stock.” The total number of shares which this corporation is authorized to issue is Two Hundred Seventy-Two Million Three Hundred Thousand (272,300,000) shares. One Hundred Fifteen Million One Hundred Fifty Thousand
(115,150,000) shares shall be Common Stock with a par value of $0.0001 per share and One Hundred Fifty-Seven Million One Hundred Fifty Thousand (157,150,000) shares shall be Preferred Stock with a par value of $0.001 per share,
Seventy-Eight Million (78,000,000) of which shall be designated Series A Preferred Stock (“Series A Preferred Stock”), Seventy-Eight Million (78,000,000) of which shall be designated Series A-1 Preferred Stock
(“Series A-1 Preferred Stock” and together with the Series A Preferred Stock, the “Series A/A-1 Preferred Stock”) and One Million One Hundred Fifty Thousand (1,150,000) of which shall be designated Series B
Preferred Stock (“Series B Preferred Stock” and 







 
together with the Series A/A-1 Preferred Stock, the “Preferred Stock”). This corporation shall from time to time in accordance with the laws of the State of Delaware increase the
authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance upon conversion of the Preferred Stock shall not be sufficient to permit conversion of the Preferred Stock.
Subject to the provisions herein, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of stock of this
corporation representing a majority of the votes represented by all outstanding shares of stock of this corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law. 

ARTICLE V 
 The relative
rights, preferences, privileges and restrictions granted to or imposed upon the respective classes and series of the shares of capital stock or the holders thereof are as follows: 

1. Dividend Provisions. Prior and in preference to any declaration or payment of any dividends to the holders of shares of
Common Stock, the holders of shares of the Series A Preferred Stock and Series A-1 Preferred Stock shall be entitled to receive dividends, on a pari passu basis, out of any assets legally available therefor (payable other than in Common Stock
or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of this corporation), at the rate of eight percent (8%) of the applicable Original Issue Price
(as defined herein) per share per annum. Such dividends shall be payable when, as and if declared by the board of directors of this corporation, and shall not be cumulative. In the event that the board of directors of this corporation declares a
dividend, the amount of which is insufficient to permit payment of the full aforesaid dividends, such dividends will be paid ratably to each holder in proportion to the dividend amounts to which each holder of Preferred Stock is entitled. After
payment of the full amount of the aforesaid dividends, any additional dividends declared shall be distributed to the holders of Common Stock. In addition, holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock shall be entitled
to receive, on an as-converted basis, dividends declared and paid to holders of Common Stock. The “Original Issue Price” of each series of the Preferred Stock shall be Ninety-One Cents ($0.91) per share (as adjusted for stock
splits, stock dividends, recapitalization and similar events). 
 2. Liquidation Preference. 

(a) Preferred Preference. 

(i) In the event of any Liquidating Transaction (as defined below), either voluntarily or involuntarily, the holders of each series of the
Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of this corporation (or distribution of consideration in connection with a Liquidating Transaction (defined below)) to
the holders of Common Stock, on a pari passu basis, an amount equal to the applicable Original Issue Price per share for each share of Preferred Stock then so held, plus a further amount equal to any dividends declared but unpaid on such
shares. All of the preferential amounts to be paid to the holders of the Preferred Stock under this Section 2(a)(i) shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the
distribution of any assets of this corporation to, the holders of the Common Stock in connection with such Liquidating Transaction. 







 (ii) If, upon such Liquidating Transaction the assets of this corporation are insufficient to
provide for the cash payment of the full aforesaid preferential amounts to the holders of the Preferred Stock, such assets as are available shall be distributed ratably among the holders of the Preferred Stock in proportion to the full preferential
amount each such holder is otherwise entitled to receive. 
 (iii) After payment has been made to the holders of the Preferred Stock of the
full amounts to which they are entitled as provided in Section 2(a)(i) above, the remaining assets of this corporation available for distribution to stockholders shall be distributed pro rata among the holders of Common Stock and
Preferred Stock (on an as-converted to Common Stock basis) until the holders of Preferred Stock have received an amount per share, including the amounts to which they are entitled as provided in Section 2(a)(i) above, equal to three
(3) multiplied by the Original Issue Price per share of such Preferred Stock, for all of such holders’ shares of Preferred Stock (the “Maximum Participation Amount”); provided, however, that the holders of the Preferred
Stock shall be entitled to receive the greater of (x) the Maximum Participation Amount and (y) the amount such holder would have received if all shares of its Preferred Stock had been converted into Common Stock immediately prior to such
distribution. 
 (iv) After payment has been made to the holders of the Preferred Stock in the full amounts to which they are entitled as
provided in Sections 2(a)(i) and 2(a)(iii), any remaining assets or property of this corporation shall be distributed on a pro rata basis among the holders of the Common Stock. 

(v) If any portion of the consideration payable to the stockholders of this corporation is placed into escrow and/or is payable to the
stockholders of this corporation subject to contingencies, the agreement governing such transaction shall provide that (x) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial
Consideration”) shall be allocated among the holders of capital stock of this corporation in accordance with the liquidation preference order as set forth in this Section 2 as if the Initial Consideration were the only
consideration payable in connection with such Liquidating Transaction and (y) any additional consideration which becomes payable to the stockholders of this corporation upon release from escrow or satisfaction of contingencies shall be
allocated among the holders of capital stock of this corporation in accordance with the liquidation preference order as set forth in this Section 2 after taking into account the previous payment of the Initial Consideration as part of
the same transaction. 
 For purposes of this Section 2, a “Liquidating Transaction” of this corporation shall
mean a (i) liquidation, dissolution or winding-up of this corporation, (ii) sale, conveyance, license or other disposition of all or substantially all of the assets, property or business of this corporation, or, (iii) merger or
consolidation with or into any other corporation. 
 (b) Notice of Liquidating Transaction. This corporation shall give each
holder of record of Preferred Stock written notice of any impending Liquidating Transaction not later than ten (10) days prior to the stockholders’ meeting called to approve such Liquidating Transaction, or ten (10) days prior to the
closing of such Liquidating Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such Liquidating Transaction. The first of such notices shall describe the material terms and conditions of the
impending Liquidating Transaction and the provisions of this Section 2, and this corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice 







 
requirements are waived, the Liquidating Transaction shall not take place sooner than ten (10) days after this corporation has given the first notice provided for herein or sooner than ten
(10) days after this corporation has given notice of any material changes provided for herein. Notwithstanding the other provisions of this Certificate of Incorporation, all notice periods or requirements in this Certificate of Incorporation
applicable to the holders of Preferred Stock may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of at least sixty percent (60%) of the voting power of the
outstanding shares of Preferred Stock that are entitled to such notice rights. 
 (c) Consent for Certain Repurchases. Each
holder of an outstanding share of Preferred Stock shall be deemed to have consented, for purposes of Section 160 of the General Corporation Law of the State of Delaware (and, if applicable, Sections 502, 503 and 506 of the California
Corporations Code), to distributions made by this corporation in connection with the repurchase of shares of Common Stock issued to or held by employees or consultants upon termination of their employment or services pursuant to agreements providing
for the right of said repurchase between this corporation and such persons but only to the extent each distribution equals the original purchase price of such shares being repurchased. 

3. Voting Rights. 
 (a)
The Series A Preferred Stock, voting as a separate class, shall be entitled to elect three (3) members of the board of directors (the “Series A Directors”), the Common Stock, voting as a separate class, shall be entitled to
elect two (2) members of the board of directors (the “Common Directors”), the holders of a majority of the Common Stock and a majority of the Series A/A-1 Preferred Stock, each voting as a separate class on an as converted
basis, shall be entitled to elect one (1) member, and the holders of at least sixty percent (60%) of the Series A/A-1 Preferred Stock and a majority of the Common Stock, each voting as a separate class, shall be entitled to elect any
remaining directors. 
 (b) On all other matters, except as specifically provided herein or as otherwise required by law, holders of the
Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled to vote, together with the holders of Common Stock, with respect to any matters upon which holders
of Common Stock have the right to vote. Except as otherwise provided herein, the holder of each share of Common Stock issued and outstanding shall have one vote and the holder of each share of Preferred Stock shall be entitled to the number of votes
equal to the largest number of shares of Common Stock into which such share of Preferred Stock could be converted at the record date for determination of the stockholders entitled to vote on such matters, or, if no such record date is established,
at the date such vote is taken or any written consent of stockholders is solicited, such votes to be counted together with all other shares of stock of this corporation having general voting power and not separately as a class. For purposes of this
Section 3, the “voting power of the shares of Preferred Stock” shall mean the number of votes equal to the number of shares of Common Stock into which such shares of Preferred Stock could be converted at the dates provided in
the preceding sentence. Fractional votes by the holders of Preferred Stock shall not, however, be permitted and any fractional voting rights shall (after aggregating all shares into which shares of Preferred Stock held by each holder could be
converted) be rounded to the nearest whole number. 
 4. Conversion. The holders of the Preferred Stock shall have conversion rights
as follows (the “Conversion Rights”): 







 (a) Right to Convert. Each share of Preferred Stock shall be convertible into
shares of Common Stock without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent
for the Preferred Stock and shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for each series of Preferred Stock
at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. The initial per share Conversion Price of the Series A Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of the
Series A Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series A Preferred Stock). The initial per share Conversion Price of the Series A-1
Preferred Stock shall be determined in accordance with Section 4(g) hereof. The per share Conversion Value of the Series A-1 Preferred Stock shall be Ninety One Cents ($0.91) (as adjusted for stock splits, stock dividends,
recapitalization and similar events relating to the Series A Preferred Stock and Series A-1 Preferred Stock). The initial per share Conversion Price of the Series B Preferred Stock shall be Ninety-One Cents ($0.91). The per share Conversion Value of
the Series B Preferred Stock shall be Ninety-One Cents ($0.91) (as adjusted for stock splits, stock dividends, recapitalization and similar events relating to the Series B Preferred Stock). The initial Conversion Price of the Series A Preferred
Stock, the Series A-1 Preferred Stock and the Series B Preferred Stock shall be subject to adjustment from time to time as provided below, subject to the terms of Section 4(g) hereof The number of shares of Common Stock into which a share of
Preferred Stock is convertible is hereinafter referred to as the “Conversion Rate” of such series. 
 (b)
Automatic Conversion. Each share of Preferred Stock shall automatically be converted into share(s) of Common Stock at its then effective Conversion Rate of such series of Preferred Stock immediately upon the earlier of (i) the closing of
the sale of this corporation’s Common Stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended (“Securities Act”), with aggregate offering proceeds to this corporation
(before deduction for underwriters’ discounts and expenses relating to the issuance) of at least Fifty Million Dollars ($50,000,000) and a public offering price per share equal to at least three (3) times the Original Issue Price for the
Series A Preferred Stock, or (ii) at the election of the holders of at least sixty percent (60%) of the outstanding shares of the Series A/A-1 Preferred Stock voting together as a single class on an as-converted basis. 

(c) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common
Stock, the holder shall surrender the certificate(s) therefor, duly endorsed, at the office of this corporation or of any transfer agent for the Preferred Stock and shall give written notice to this corporation at such office that the holder elects
to convert the same (except that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to Section 4(b) hereof). This corporation shall, as soon as practicable thereafter, issue
and deliver at such office to such holder of Preferred Stock certificate(s) for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the
close of business on the date of such surrender of the shares of Preferred Stock to be converted (except that in the case of an automatic conversion pursuant to Section 4(b)(i) hereof such conversion shall be deemed to have been made
immediately prior to the closing of the offering referred to in Section 4(b)(i)) or in the case of an automatic conversion pursuant to Section 4(b)(ii) hereof, immediately prior to the close of business on the date of the
election referred to in Section 4(b)(ii) and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes 







 
as the record holder or holders of such shares of Common Stock on such date. If the conversion is in connection with an underwritten public offering of securities registered pursuant to the
Securities Act, the conversion may, at the option of any holder tendering such Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event any persons
entitled to receive Common Stock upon conversion of such Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities. 

(d) Fractional Shares. In lieu of any fractional shares to which the holder of Preferred Stock would otherwise be entitled, this
corporation shall pay cash equal to such fraction multiplied by the fair market value of one share of such series of Preferred Stock as determined by the board of directors of this corporation. Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of shares of Preferred Stock of each holder at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. 

(e) Adjustment of Conversion Price. The Conversion Price of the Series A Preferred Stock (“Series A Conversion
Price”) and the Conversion Price of the Series B Preferred Stock (“Series B Conversion Price”) shall each be subject to independent adjustment from time to time as follows: 

(i) Definitions. For purposes of this paragraph 4(e), the following definitions shall apply: 

(A) “Excluded Stock” shall mean: 

(1) all shares of Common Stock issued or deemed issued to officers, directors, consultants or employees of this corporation, pursuant to a
stock option plan or other agreement approved by a majority of the board of directors of this corporation; 
 (2) all shares of Common Stock
issued or deemed issued in connection with research and development partnerships, licensing, corporate partnering, collaborative arrangements or similar transactions approved by the holders of at least sixty percent (60%) of the outstanding
Preferred Stock; 
 (3) all securities issued pursuant to dividends or distributions on the Preferred Stock; 

(4) securities to financial institutions or lessors issued in connection with commercial credit arrangements, equipment financings, commercial
property lease transactions, or similar transactions approved by a majority of the board of directors of this corporation; 
 (5) capital
stock issued in connection with bona fide acquisitions, mergers, consolidations or similar business combinations, provided that such issuance has been approved by the holders of at least sixty percent (60%) of the outstanding Preferred Stock;

 (6) Common Stock issuable upon conversion of the Preferred Stock; 







 (7) Series A-1 Preferred Stock issued upon conversion of the Series A Preferred Stock; 

(8) Series B Preferred Stock issued upon conversion of notes issued by this corporation pursuant to that certain Note Purchase Agreement, by
and among this corporation and certain other parties, dated on or about even date herewith (the “2012 Note Purchase Agreement”), which notes do not represent debt in excess of $750,000 in the aggregate; 

(8) (i) warrants to purchase Series A Preferred Stock (the “Series A Warrants”) issued in connection with the Purchase
Agreement (as defined below) and (ii) warrants to purchase Common Stock issued pursuant to (a) that certain Note and Warrant Purchase Agreement dated August 3, 2010, by and among this corporation and certain other parties as amended
from time to time, and (b) that certain Note and Warrant Purchase Agreement dated December 20, 2011, by and among this corporation and certain other parties, as amended from time to time (the “2011 Note and Warrant Purchase
Agreement”) (collectively, the “Common Stock Warrants”); and 
 (9) (i) Series A Preferred Stock issued upon
exercise of the Series A Warrants, (ii) Common Stock issued upon exercise of the Common Stock Warrants; and (iii) any shares of this corporation’s capital stock issuable upon conversion of such shares of capital stock. 

(B) “Options” means options to purchase or rights to subscribe for Common Stock (other than Excluded Stock). 

(C) “Convertible Securities” means securities by their terms directly or indirectly convertible into or exchangeable
for Common Stock (other than Excluded Stock) and options to purchase or rights to subscribe for such convertible or exchangeable securities. 

(D) “Purchase Rights” means Options and Convertible Securities. 

(E) “Dilutive Issuance” means an issuance of Purchase Rights, or Common Stock which is not Excluded Stock, without
consideration or for a consideration per share less than the applicable Conversion Price. “Dilutive Issuance” excludes any stock dividend, subdivision or split-up, stock combination, dividend or Transaction described in Sections
4(e)(iv) through (vii) below. 
 (ii) Adjustment of Conversion Price for Dilutive Issuances of Series A Preferred
Stock. If this corporation issues or is deemed to issue any Common Stock in a Dilutive Issuance, the Series A Conversion Price in effect after each such issuance shall be adjusted to a price determined by multiplying the Series A Conversion
Price in effect immediately prior to the Dilutive Issuance by a fraction: 
 (A) the numerator of which shall be (1) the number of
shares of Common Stock outstanding and issuable on exercise of all outstanding Options and Convertible Securities immediately prior to the Dilutive Issuance, plus (2) the number of shares of Common Stock that the aggregate consideration, if
any, received by this corporation in connection with the Dilutive Issuance would purchase at such Conversion Price, and 







 (B) the denominator of which shall be (1) the number of shares of Common Stock outstanding
and issuable on exercise of all outstanding Options and Convertible Securities immediately prior to the Dilutive Issuance, plus (2) the number of shares of Common Stock issued or deemed issued in the Dilutive Issuance. 

(iii) For purposes of any adjustment of the Series A Conversion Price pursuant to clause (ii) above, the following provisions shall be
applicable: 
 (A) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid
therefor after deducting any discounts or commissions paid or incurred by this corporation in connection with the issuance and sale thereof 

(B) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash
shall be deemed to be the fair market value thereof as determined by the board of directors of this corporation, in accordance with generally accepted accounting treatment; provided, however, that if at the time of such determination, this
corporation’s Common Stock is traded in the over-the-counter market or on a national or regional securities exchange, such fair market value as determined by the board of directors of this corporation shall not exceed the aggregate
“Current Market Price” (as defined below) of the shares of Common Stock being issued. 
 (C) In the case of the issuance of
Purchase Rights in a Dilutive Issuance: 
 (1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of Options
shall be deemed to have been issued at the time such Options were issued and for a consideration equal to the consideration (determined in the manner provided in (iii) (A) and (B) above), if any, received by this corporation upon the
issuance of such Options plus the minimum purchase price provided in such Options covered thereby; 
 (2) the aggregate maximum number of
shares of Common Stock deliverable upon conversion or exercise of or exchange for any Convertible Securities shall be deemed to have been issued at the time such Convertible Securities were issued and for a consideration equal to the consideration
received by this corporation for any such Convertible Securities (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any; to be received by this corporation upon the
conversion or exchange of such Convertible Securities (determined in the manner provided in (iii) (A) and (B) above); 
 (3)
on any change in the number of shares of Common Stock deliverable upon exercise of any such Purchase Rights or on any change in the minimum purchase price of such Purchase Rights, the Series A Conversion Price shall forthwith be readjusted to such
Series A Conversion Price as would have been obtained had the adjustment made upon (x) the issuance of such Purchase Rights not exercised, converted or exchanged prior to such change, as the case may be, been made upon the basis of such change
or (y) the issuance of options or rights related to such securities not converted or exchanged prior to such change, as the case may be, been made upon the basis of such change; and 







 (4) on the expiration of any Purchase Rights, the Series A Conversion Price shall forthwith be
readjusted to such Series A Conversion Price as would have obtained had the adjustment made upon the issuance of such Purchase Right been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the
exercise of such Purchase Rights. 
 (iv) If the number of shares of Common Stock outstanding at any time after the date this Certificate
of Incorporation is filed with the Secretary of State of the State of Delaware (the “Filing Date”) is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then,
on the date such payment is made or such change is effective, the applicable Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of any shares of such Preferred Stock shall be
increased in proportion to such increase of outstanding shares. 
 (v) If the number of shares of Common Stock outstanding at any time
after the Filing Date is decreased by a combination of the outstanding shares of Common Stock then, on the effective date of such combination, the applicable Conversion Price shall be appropriately increased so that the number of shares of Common
Stock issuable on conversion of any shares of Preferred Stock shall be decreased in proportion to such decrease in outstanding shares. 

(vi) In case this corporation shall declare a cash dividend upon its Common Stock payable otherwise than out of retained earnings or shall
distribute to holders of its Common Stock shares of its capital stock (other than Common Stock); stock or other securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or
options or rights (excluding Purchase Rights), then, in each such case, the holders of shares of Preferred Stock shall, concurrent with the distribution to holders of Common Stock, receive a like distribution based upon the number of shares of
Common Stock into which each series of Preferred Stock is convertible. 
 (vii) In case, at any time after the date hereof, of any capital
reorganization, or any reclassification of the stock of this corporation (other than as a result of a stock dividend or subdivision, split-up or combination of shares provided for under Section 4(e)(iv) or (v) above), or the
consolidation or merger of this corporation with or into another person (other than a consolidation or merger in which this corporation is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other
disposition of all or substantially all the properties and assets of this corporation (“Transaction”), the shares of Preferred Stock shall, after such Transaction, be convertible into the kind and number of shares of stock or other
securities or property of this corporation or otherwise to which such holder would have been entitled if immediately prior to such Transaction the holder had converted the holder’s shares of Preferred Stock into Common Stock. The provisions of
this clause (vii) shall similarly apply to successive Transactions. 
 (viii) All calculations under this Section 4 shall
be made to the nearest cent or to the nearest 1/100 of a share, as the case may be. 
 (ix) For the purpose of any computation pursuant to
this Section 4(e), the “Current Market Price” at any date of one share of Common Stock, shall be deemed to be the average of the highest reported bid and the lowest reported offer prices on the preceding business day as
reported by Nasdaq (or equivalent recognized source of quotations); provided, however, that if the 







 
Common Stock is not traded in such manner that the quotations referred to in this clause (ix) are available for the period required hereunder, Current Market Price shall be determined in
good faith by the board of directors of this corporation. 
 (f) Minimal Adjustments. No adjustment in the Conversion Price need be
made if such adjustment would result in a change in the Conversion Price of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment
which, on a cumulative basis, amounts to an adjustment of $0.01 or more in the Conversion Price. 
 (g) Conversion Price of Series
A-1 Preferred Stock. From and after such time as any share of Series A-1 Preferred Stock is issued and outstanding, the Conversion Price for the Series A-1 Preferred Stock shall be the Series A Conversion Price in effect immediately prior to
such issuance and shall not thereafter be subject to adjustment pursuant to Section 4(e) hereof. 
 (h) Certificate as
to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to this Section 4, this corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and prepare and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which adjustment or readjustment is based. This corporation shall, upon request
at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Rate at the time in effect, and (iii) the
number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversions of such holder’s shares of Preferred Stock. 

(i) Notices of Record Date. In the event of any taking by this corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other
securities or property or to receive any other right, this corporation shall mail to each holder of Preferred Stock at least twenty (20) days prior to such record date, a notice specifying the date on which any such record is to be taken for
the purpose of such dividend or distribution or right, and the amount and character of such dividend, distribution or right. 

Reservation of Stock Issuable Upon Conversion. This corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding
shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, this corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. 

(k) Notices. Any notice required by the provisions of this Section 4 to be given to the holder of shares of Preferred Stock
shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at such holder’s address appearing on the books of this corporation. 







 5. Special Mandatory Conversions. 

(a) At any time following the date upon which any shares of Series A Preferred Stock were first issued, if (i) any holder of shares of
Series A Preferred Stock is entitled to exercise the right of first offer (the “Right of First Offer”) as set forth in Section 3.1 of that certain Investors’ Rights Agreement, dated as of March 30, 2007, among
this corporation and the holders of the Series A Preferred Stock, as such agreement may from time to time be amended (the “Agreement”), with respect to an equity financing of this corporation in which the purchase price is less than
Ninety-One Cents ($0.91) per share (as adjusted for stock splits, stock dividends, recapitalization and similar events) (which shall not include shares of Series A Preferred Stock offered by this corporation at the Subsequent Closing, as that term
is defined in the Series A Preferred Stock and Warrant Purchase Agreement, dated on or about January 22, 2010, by and among this corporation and the parties thereto (the “Purchase Agreement”), notes issued pursuant to the 2012
Note Purchase Agreement or shares issued upon conversion of such notes) (an “Equity Financing”), (ii) this corporation has complied with its obligations under the Agreement with respect to the Right of First Offer,
(iii) the terms of this Section 5(a) are not waived in writing by the holders of at least sixty percent (60%) of the outstanding shares of Series A Preferred Stock in connection with such Equity Financing and (iv) such
holder does not by exercise of such holder’s Right of First Offer acquire the minimum amount of Offered Securities (defined below) to which such holder is entitled pursuant to Section 3.1 of the Agreement or such lesser
amount of securities (the “Threshold Amount”) agreed to in writing by this corporation and holders of at least sixty percent (60%) of the outstanding shares of Series A Preferred Stock (excluding for this purpose any shares
held by such holder), then all of such holder’s shares of Series A Preferred Stock shall automatically and without further action on the part of such holder be converted into an equivalent number of shares of Series A-1 Preferred Stock
effective immediately prior to the consummation of such Equity Financing. “Offered Securities” means the equity securities of this corporation set aside by the board of directors of this corporation for purchase by holders of
outstanding shares of Series A Preferred Stock in connection with an Equity Financing, and offered to such holders. For purposes of this Section 5(a), a holder and its Affiliates (as defined in the Agreement) shall, at the election of
such holder, be treated as an Investor Group (as defined in the Agreement) and may reallocate the Right of First Offer among themselves as they determine. Notwithstanding the foregoing, to the extent that a holder purchases some securities in an
Equity Financing but not an amount equal to the Threshold Amount, only a Pro-rata Portion (as defined below) of such holder’s shares shall be converted into shares of Series A-1 Preferred Stock. “Pro-rata Portion” shall be
equal to the percent of such holder’s Threshold Amount the holder does not purchase. The conversion provided for in this Section 5(a) shall not occur in connection with a particular Equity Financing if, pursuant to the written
request of this corporation, the Right of First Offer with respect to such Equity Financing is waived in accordance with the terms of the Agreement. Upon conversion pursuant to this Section 5, the shares of Series A Preferred Stock so
converted shall be canceled and not subject to reissuance. 
 (b) At any time following the filing and acceptance of this Amended and
Restated Certificate of Incorporation, if any holder of more than one percent (1%) of the outstanding Series A/A-1 Preferred Stock (a “Major Preferred Stockholder”) does not (either individually or through its affiliates) fund
any portion of its Required Initial Closing Pro Rata Share (as defined in 2011 Note and Warrant Purchase Agreement) at the Initial Closing (as defined in 2011 Note and Warrant Purchase Agreement) (a “Non-Participating Initial Closing
Holder”) pursuant to the 2011 Note and Warrant Purchase Agreement, then a proportionate share of such Non-Participating Initial Closing Holder’s shares of Series A/A-1 Preferred Stock equal to any such deficiency shall automatically
and without further action on the part of such Non-Participating Initial Closing Holder be, effective 







 
immediately prior to, but subject to, the consummation of the Initial Closing, converted into Common Stock at the then effective Conversion Price for each series of Series A/A-1 Preferred Stock
held by such Non-Participating Initial Closing Holder. Upon conversion pursuant to this Section 5(b), the shares of Series A/A-1 Preferred Stock so converted shall be cancelled and not subject to reissuance. 

(c) At any time following the filing and acceptance of this Amended and Restated Certificate of Incorporation, if any Major Preferred
Stockholder does not (either individually or through its affiliates) fund any portion of its Required Additional Closing Pro Rata Share (as defined in 2011 Note and Warrant Purchase Agreement) at the Additional Closing (as defined in 2011 Note and
Warrant Purchase Agreement) (a “Non-Participating Additional Closing Holder”) pursuant to the 2011 Note and Warrant Purchase Agreement, then a proportionate share of such Non-Participating Additional Closing Holder’s shares of
Series A/A-1 Preferred Stock equal to any such deficiency shall automatically and without further action on the part of such Non-Participating Additional Closing Holder be, effective immediately prior to, but subject to, the consummation of the
Additional Closing, converted into Common Stock at the then effective Conversion Price for each series of Series A/A-1 Preferred Stock held by such Non-Participating Additional Closing Holder. Upon conversion pursuant to this
Section 5(c), the shares of Series A/A-1 Preferred Stock so converted shall be cancelled and not subject to reissuance. 
 (d)
The holder of any shares of Series A/A-1 Preferred Stock converted pursuant to Section 5(a), Section 5(b) or Section 5(c) hereof shall deliver to this corporation during regular business hours at the office of any
transfer agent of this corporation for such series of Series A/A-1 Preferred Stock, or at such other place as may be designated by this corporation, the certificate or certificates representing the shares so converted, duly endorsed or assigned in
blank or to this corporation, or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate. As promptly thereafter as is practicable, this corporation shall issue and deliver to such holder,
at the place designated by such holder, a certificate or certificates for the number of full shares of the Series A-1 Preferred Stock or Common Stock to which such holder is entitled pursuant to Section 5(a), Section 5(b) or
Section 5(c) hereof, as applicable. The person in whose name the certificate for such shares of Series A1 Preferred Stock or Common Stock, as applicable, is to be issued shall be deemed to have become a stockholder on the effective date
of the conversion of the Series A/A-1 Preferred Stock, unless the transfer books of this corporation are closed on that date, in which case such person shall be deemed to have become a stockholder of record on the next succeeding date on which the
transfer books are open. 
 (e) This corporation shall not issue any shares of Series A-1 Preferred Stock except pursuant to and in
accordance with this Section 5. 
 6. Protective Provisions. So long as at least One Million (1,000,000) shares of Series
A/A-1 Preferred Stock are outstanding, this corporation shall not (by merger, reclassification or otherwise), without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least sixty percent
(60%) of the then outstanding shares of Series A/A-1 Preferred Stock voting as a single class: 
 (a) amend the Certificate of
Incorporation or Bylaws to alter or change the rights, preferences or privileges of the Preferred Stock; 







 (b) increase or decrease the aggregate number of authorized shares of any class of stock; 

(c) increase the number of shares reserved under any stock option plan of this corporation; 

(d) create or effect a creation of any new class or series of shares of stock; 

(e) effect any (i) Liquidating Transaction or (ii) an agreement for the sale of capital stock such that the stockholders immediately
prior to such sale will possess less than fifty percent (50%) of the voting power immediately after such sale; 
 (f) declare or pay
dividends on any capital stock; 
 (g) execute any action to increase or decrease the number of directors of this corporation; 

(h) repurchase or redeem any shares of capital stock except in connection with the repurchase of shares of Common Stock issued to or held by
employees or consultants upon termination of their employment or services pursuant to agreements providing for the right of said repurchase between this corporation and such persons but only to the extent each repurchase equals the original purchase
price of such shares being repurchased; or 
 (i) do any act or thing which would result in taxation of the holders of shares of the
Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended (or any comparable provision of the Internal Revenue Code as hereafter from time to time amended). 

ARTICLE VI 
 This
corporation is to have perpetual existence. 
 ARTICLE VII 

1. Limitation of Liability. To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same
exists or as may hereafter be amended, a director of this corporation shall not be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. 

2. Indemnification. This corporation may indemnify to the fullest extent permitted by law any person made or threatened to be
made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or his or her testator or intestate is or was a director, officer or employee of this corporation, or any
predecessor of this corporation; or serves or served at any other enterprise as a director, officer or employee at the request of this corporation or any predecessor to this corporation. 

3. Amendments. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this
corporation’s Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII, in respect of any matter 







 
occurring, or any action or proceeding accruing or arising or that, but for this Article VII would accrue or arise, prior to such amendment repeal, or adoption of an inconsistent
provision. 
 ARTICLE VIII 

The shares of Series A Preferred Stock may not be redeemed by this Corporation. In the event that shares of Preferred Stock shall be converted
pursuant to the terms hereof, the shares so converted shall not revert to the status of authorized but unissued shares, but instead shall be canceled and shall not be re-issuable by this corporation. 

ARTICLE IX 
 Holders of
stock of any class or series of this corporation shall not be entitled to cumulate their votes for the election of directors or any other matter submitted to a vote of the stockholders. 

ARTICLE X 
 Elections of
directors need not be by written ballot unless the Bylaws of this corporation so provide. 
 ARTICLE XI 

This corporation hereby renounces, to the fullest extent permitted by Section 122 (17) of the General Corporation Law of the State
of Delaware, any interest or expectancy of this corporation in, or in being offered, an opportunity to participate in, any Series A Business Opportunity. A “Series A Business Opportunity” is any matter, transaction or interest that
is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of this corporation who is not an employee of this corporation or any of its subsidiaries, or (ii) any holder of
Series A Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of this corporation or any of its subsidiaries (collectively, “Covered Persons”),
unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of a Covered Person solely in such Covered Person’s capacity as a director of this corporation. To the
fullest extent permitted by law, this corporation hereby waives any claim against a Covered Person, and agrees to indemnify all Covered Persons against any claim, that is based on fiduciary duties, the corporate opportunity doctrine or any other
legal theory which could limit any Covered Person from pursuing or engaging in any Series A Business Opportunity. 
 ARTICLE XII 

In furtherance and not in limitation of the powers conferred by statute, the board of directors of this corporation is expressly authorized to
make, alter, amend or repeal the Bylaws of this corporation. 
 ARTICLE XIII 

The foregoing amendment and restatement of the Certificate of Incorporation has been duly approved by the board of directors of this
corporation. 







 The foregoing Fifth Amended and Restated Certificate of Incorporation has been duly adopted by this
corporation’s Board of Directors and stockholders in accordance with applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware. I further declare under penalty of perjury under the laws of the
State of Delaware that the matters set forth in this certificate are true, correct and of my own knowledge. 
 Dated: October 9, 2012 

 

	
	 /s/ Arlene M. Morris

	Arlene M. Morris,
	Chief Executive Officer



  
 16 








 Schedule 1 

Perfection Certificate Changes 

  
 Schedule 2 








 PERFECTION CERTIFICATE 

(* indicates updates in connection with second term loan) 

(**indicates updates in connection with June 2012 extension of bridge financing) 

(*** indicates updates in connection with October 2012 note financing) 

The undersigned, the Exec Director, Finance of Syndax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby
represents and warrants to you on behalf of Company as follows: 
 1. NAMES OF COMPANY 

a. The name of Company as it appears in its current Articles/Certificate of Incorporation as in effect on this date is: Syndax Pharmaceuticals,
Inc. 
 b. The federal employer identification number of Company is: 32-0162505. 

c. Company is formed under the laws of the State of Delaware. 

d. The organizational identification number of Company issued by its jurisdiction of formation is: 4043376. 

e. Company transacts business in the following jurisdictions (list jurisdictions other than jurisdiction of formation): Massachusetts,
California, **South Carolina 
 f. Company is duly qualified to transact business as a foreign entity in the following jurisdictions (list
jurisdictions other than jurisdiction of formation): Massachusetts, California, **South Carolina 
 g. The following is a list of all other
names (including fictitious names, d/b/a’s, trade names or similar names and including former legal names) currently used by Company or used within the past five years: 
  

			
	 Name
	  	 Period of Use

	 N/A
	  	

 h. The following are the names of all entities which have been merged into Company during the past five years:

  

			
	 Name of Merged Entity
	  	 Year of Merger

	 N/A
	  	

 i. The following are the names and addresses of all entities from whom Company has acquired any personal
property in a transaction not in the ordinary course of business during the past five years, together with the date of such acquisition and the type of personal property acquired (e.g., equipment, inventory, etc.): 








							
	 Name
	  	 Address
	  	 Date of Acquisition
	  	 Type of Property

	 N/A
	  		  		  	

 2. PARENT/SUBSIDIARIES OF THE COMPANY 

a. The legal name of each subsidiary and parent of Company is as follows. (A “parent” is an entity owning more than 50% of the
outstanding capital stock of Company. A “subsidiary” is an entity, 50% or more of the outstanding capital stock of which is owned by Company. 
  

									
	 Name
	  	 Jurisdiction
	  	 Date of Formation
	  	 Subsidiary

/Parent
	  	 Federal

	 *Syndax Limited
	  	England and Wales	  	4-19-2011	  	Subsidiary	  	Employer ID No. 7608919

 b. The following is a list of all other names (including fictitious names, d/b/a’s, trade names or
similar names and including former legal names) currently used by each subsidiary of Company or used during the past five years: 
  

			
	 Name
	  	 Subsidiary

	 N/A
	  	

 c. The following are the names of all corporations which have been merged into a subsidiary of Company during
the past five years: 
  

			
	 Name
	  	 Subsidiary

	 N/A
	  	

 d. The following are the names and addresses of all entities from whom each subsidiary of Company has acquired
any personal property in a transaction not in the ordinary course of business during the past five years, together with the date of such acquisition and the type of personal property acquired (e.g., equipment, inventory, etc.): 

 

									
	 Name
	  	 Address
	  	 Date of

Acquisition
	  	 Type of

Property
	  	 Subsidiary

	 N/A
	  		  		  		  	








 3. LOCATIONS OF COMPANY AND ITS SUBSIDIARIES 

a. The chief executive offices of Company and its subsidiaries are presently located at the following addresses: 

 

			
	 Complete Street and Mailing Address, including County and Zip Code
	  	 Company/Subsidiary

	 460 Totten Pond Rd. Suite 650 Waltham, MA 02451
	  	

 b. Company’s books and records and those of its subsidiaries are located at the following additional
addresses (if different from the above): 
  

			
	 Complete Street and Mailing Address, including County and Zip Code
	  	 Company/Subsidiary

	 N/A
	  	

 c. The following are all the locations where Company and its subsidiaries own, lease, or occupy any real
property: 
  

					
	 Complete Mailing Address, including County and Zip Code
	  	 Lease/Owned
	  	 Company/Subsidiary

	 460 Totten Pond Rd. Suite 650 Waltham, MA 02451
	  	Leased	  	
	 11260 El Camino Real Suite 220 San Diego, CA 92130

**Lease expired on 3-31-12
	  	Leased	  	

 d. The following are all of the locations where Company and its subsidiaries maintain any inventory,
equipment, or other property: 
  

			
	 Complete Address
	  	 Company/Subsidiary

	 460 Totten Pond Rd. Suite 650 Waltham, MA 02451
	  	
	 11260 El Camino Real Suite 220 San Diego, CA 92130

**Lease expired on 3-31-12
	  	

 e. The following are the names and addresses of all warehousemen, bailees, or other third parties who have
possession of any of Company’s inventory or equipment or any of the inventory or equipment of its subsidiaries: 
  

					
	 Name
	  	
Complete Street and Mailing Address, including County and Zip Code
	  	 Company/Subsidiary

	 N/A
	  		  	








 f. The following is a complete list of all other offices or other facilities (other than those
described above) where the Company or its subsidiaries have done business within the United States and Canada in the past 5 years. 
  

			
	 Complete Address
	  	 Company/Subsidiary

	 N/A
	  	

 4. INTELLECTUAL PROPERTY 

Please attach a list of all patents, copyrights, trademarks, trade names and service marks registered for or which applications are pending in
the name of Company or any of its subsidiaries. Please include the name of such intellectual property, the grant date or application date, as applicable, the registration or application number, as applicable, and the country of such registration or
application. Set forth below is a list of all licenses, franchise or other agreements relating to trademarks, patents, copyrights and other know-how to which Company or any subsidiary is a party and that require annual payments in excess of $25,000
individually. 
 [***Note: Updated docket of Syndax IP as of 10/2/12.] 
  

					
	 Serial No. /
 WSGR

ref.
	    	 Title
	  	Status
	 PCT/US08/70635
 35611-705.601
	    	 Novel Compounds and Methods of Using Them
 -U.S.
– PCT
	  	30-month done
			
	 12/670,390
 35611-705.831
	    	 Novel Compounds and Methods of Using Them
 -U.S.
– National Phase
	  	Published
			
	 60/951,422
 35611-705.101
	    	 Novel Compounds and Methods of Using Them

U.S.—Provisional
	  	Expired
			
	 PCT/US08/70828
 35611-706.601
	    	 Novel Compounds and Methods of Using Them

-U.S.—PCT
	  	30-month done
			
	 60/951,430
 35611-706.101
	    	 Novel Compounds and Methods of Using Them

-U.S.—PCT
	  	Expired
			
	 PCT/US08/70827
 35611-707.601
	    	 Novel Compounds and Methods of Using Them

-U.S.—PCT
	  	30-month done
			
	 60/951,435
 35611-707.101
	    	 Novel Compounds and Methods of Using Them

-U.S.—Provisional
	  	Expired









					
	 Serial No. /
 WSGR

ref.
	    	 Title
	  	Status
	 PCT/US08/70884
 35611-708.601
	    	 Novel Compounds and Methods of Using Them
 -U.S.
– PCT
	  	30-month done
			
	 60/951,433
 35611-708.101
	    	 Novel Compounds and Methods of Using Them

-U.S.—Provisional
	  	Expired
			
	 12/670,385
 35611-708.831
	    	 Novel Compounds and Methods of Using Them
 -U.S.
– National Phase
	  	Published
			
	 PCT/US08/79298
 35611-709.601
	    	 Novel Compounds and Methods of Using Them

-U.S.—PCT
	  	30-month done
			
	 60/978,955
 35611-709.101
	    	 Novel Compounds and Methods of Using Them

-U.S.—Provisional
	  	Expired
			
	 11/861,033
 35611-718.501
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- U.S.—Continuation-in-Part
	  	Abandoned
			
	 11/908,388
 35611-718.831
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- U.S.—National Phase
	  	Notice of Appeal
filed 10/08/11
			
	 12/670,053
 35611-718.832
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- U.S.—National Phase
	  	Pending
			
	 2006223086 (AU)
 35611-718.681
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Australia -
	  	Pending
			
	 PI-0608039-1 (BR)

35611-718.691
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Brazil -
	  	Pending
			
	 2,600,845 (CA)
 35611-718.701
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Canada -
	  	Pending
			
	 0680016308.9 (CN)

35611-718.711
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- China -
	  	Pending









					
	 Serial No. /
 WSGR

ref.
	    	 Title
	  	Status
	 06738167.3 (EP)
 35611-718.611
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Europe -
	  	Published
			
	 (NZ)
 35611-718.791
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- New Zealand -
	  	Pending
			
	 0823692.9 (GB)
 35611-718.641
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Great Britain -
	  	Pending
			
	 08106249.8 (HK)
 35611-718.891
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Hong Kong -
	  	Published
			
	 (IN)
 35611-718.741
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- India -
	  	Pending
			
	 2008-501062 (JP)

35611-718.761
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Japan -
	  	Published
			
	 (KR)
 35611-718.771
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Korea -
	  	Pending
			
	 (MX)
 35611-718.781
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Mexico -
	  	Pending
			
	 (SG)
 35611-718.821
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- Singapore -
	  	Pending
			
	 PCT/US06/009078
 35611-718.601
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- U.S. - PCT
	  	Expired - 30 mo.
done
			
	PCT/US08/70924 35611-718.602	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- U.S. - PCT
	  	Expired - 30 mo.
done









					
	 Serial No. /
 WSGR

ref.
	    	 Title
	  	Status
	 2007/08161 (ZA)
 35611-718.841
	    	 Histone Deacetylase Inhibitors Sensitize Cancer Cells to Epidermal Growth Factor Inhibitors

- South Africa -
	  	Published
			
		    	Matter 719 being shadowed by WSGR	  	
			
	60/538,682	    	 Gefitinib Sensitivity-Related Gene Expression and Products and Methods Related Thereto

- U.S. -Provisional
	  	Expired
			
	 11/781,946 (US)
 35611-719.501
	    	 Gefitinib Sensitivity-Related Gene Expression and Products and Methods Related Thereto

- U.S. - Continuation-in-Part
	  	Abandoned
			
	 10/587,052 (US)
 35611-719.831
	    	 Gefitinib Sensitivity-Related Gene Expression and Products and Methods Related Thereto

- U.S. - National Phase
	  	Issued 8,017,321
			
	 12/670,052 (US)
 35611-719.832
	    	 Gefitinib Sensitivity-Related Gene Expression and Products and Methods Related Thereto

-U.S. – National Phase
	  	Pending
			
	 PCT/US05/02325
 35611-719.601
	    	 Gefitinib Sensitivity-Related Gene Expression and Products and Methods Related Thereto

- U.S. -PCT
	  	Expired - 30 mo.
done
			
	 PCT/US08/70930
 35611-719.602
	    	 Gefitinib Sensitivity-Related Gene Expression and Products and Methods Related Thereto

- U.S. -PCT
	  	Expired - 30 mo.
done
			
	 60/983,671
 35611-720.101
	    	 Novel Compounds and Methods of Using Them
 -U.S.
- Provisional
	  	Expired
			
	 61/034,859
 35611-722.101
	    	 Novel Compounds and Methods of Using Them
 -U.S.
- Provisional
	  	Expired









					
	 Serial No. /
 WSGR

ref.
	    	 Title
	  	Status
	 60/989,053
 35611-727.101
	    	 Administration of Selective HDAC Inhibitors

-U.S. - Provisional
	  	Expired
			
	 PCT/US08/83926
 35611-728.601
	    	 Combinations of HDAC Inhibitors and Proteasome Inhibitors

-U.S. - PCT
	  	30-month done
			
	 60/989,063
 35611-728.101
	    	 Combinations of HDAC Inhibitors and Proteasome Inhibitors

-U.S. - Provisional
	  	Expired
			
	 12/273,350
 35611-728.201
	    	 Combinations of HDAC Inhibitors and Proteasome Inhibitors

-U.S. - Utility
	  	Pending
			
	 60/989,082
 35611-733.101
	    	 Administration of an Inhibitor of HDAC
 - U.S. -
Provisional
	  	Expired
			
	 12/743,557 (US)
 35611-733.831
	    	 Administration of an Inhibitor of HDAC
 - U.S.
– National Phase
	  	Pending
			
	 PCT/US08/84009
 35611-733.601
	    	 Administration of an Inhibitor of HDAC
 -U.S. -
PCT
	  	30-month done
			
	 60/983,892
 35611-736.101
	    	 Administration of an Inhibitor of HDAC
 -
MS-275
 - U.S. - Provisional
	  	Expired
			
	 12/260,883 (US)
 35611-736.201
	    	 Administration of an Inhibitor of HDAC
 -
MS-275
 - U.S. filed
	  	Published
			
	 PCT/US08/81625
 35611-736.601
	    	 Administration of an Inhibitor of HDAC
 -
MS-275
 - U.S. filed
	  	Published









					
	 Serial No. /
 WSGR

ref.
	    	 Title
	  	Status
	 60/865,357
 35611-737.101
	    	 Combination of ER+ Ligands and Histone Deacetylase Inhibitors for the Treatment of Cancer

- U.S. - Provisional
	  	Expired
			
	 11/938,130 (US)
 35611-737.201
	    	 Combination of ER+ Ligands and Histone Deacetylase Inhibitors for the Treatment of Cancer

- U.S. - Utility
	  	Abandoned
			
	 PCT/US07/84355
 35611-737.601
	    	 Combination of ER+ Ligands and Histone Deacetylase Inhibitors for the Treatment of Cancer

- U.S. - PCT
	  	30-month done
			
	 2,669,675 (CA)
 35611-737.701
	    	 Combination of ER+ Ligands and Histone Deacetylase Inhibitors for the Treatment of Cancer

-Canada-
	  	Pending
			
	 0780049571.2 (CN)

35611-737.711
	    	 Combination of ER+ Ligands and Histone Deacetylase Inhibitors for the Treatment of Cancer

-China-
	  	Published
			
	 07854611.6 (EP)
 35611-737.611
	    	 Combination of ER+ Ligands and Histone Deacetylase Inhibitors for the Treatment of Cancer

-Europe-
	  	Published
			
	 2009-563526 (JP)
 35611-737.761
	    	 Combination of ER+ Ligands and Histone Deacetylase Inhibitors for the Treatment of Cancer

-Japan-
	  	Published
			
	 61/043,055
 35611-738.101
	    	 Administration of an inhibitor of HDAC and an HMT inhibitor

-U.S. – Provisional
	  	Expired
			
	 PCT/US09/39529
 35611-738.601
	    	 Administration of an Inhibitor of HDAC and an HMT Inhibitor

U.S. - PCT
	  	Published
			
	 60/988,277
 35611-740.101
	    	 Combination of HDAC Inhibitors and Cytokines/Growth Factors

-U.S. – Provisional
	  	Expired
			
	 61/016,963
 35611-740.102
	    	 Combination of HDAC Inhibitors and Cytokines/Growth Factors

-U.S. - Provisional
	  	Expired









					
	 Serial No. /
 WSGR

ref.
	    	 Title
	  	Status
	 PCT/US07/84836
 35611-740.601
	    	 Combination of HDAC Inhibitors and Cytokines/Growth Factors

-U.S. - PCT
	  	Pending
			
		    	Matters being shadowed by WSGR	  	
			
	 60/942,452
 35611-741.101
	    	 HDAC Inhibitors and Hormone Targeted Drugs for the Treatment of Hormone Resistant Cancer

- U.S. - Provisional
	  	Expired
			
	 61/013,570
 35611-741.102
	    	 HDAC Inhibitors and Hormone Targeted Drugs for the Treatment of Hormone Resistant Cancer

- U.S. - Provisional
	  	Expired
			
	12/134,717 35611-741.201	    	 HDAC Inhibitors and Hormone Targeted Drugs for the Treatment of Hormone Resistant Cancer

- U.S. - Utility
	  	Issued as US
8,110,550
			
	 PCT/US08/66156
 35611-741.601
	    	 HDAC Inhibitors and Hormone Targeted Drugs for the Treatment of Hormone Resistant Cancer

- U.S. - PCT
	  	Expired - 30 mo.
done
			
	 08770366.6 (EP)
 35611-741.611
	    	 HDAC Inhibitors and Hormone Targeted Drugs for the Treatment of Hormone Resistant Cancer

- Europe -
	  	Pending
			
	 GB2454118 (GB)
 35611-741.641
	    	 HDAC Inhibitors and Hormone Targeted Drugs for the Treatment of Hormone Resistant Cancer

- Great Britain -
	  	Granted
			
	 61/043,342
 35611-742.101
	    	 Administration of an Inhibitor of HDAC, an Inhibitor of Her-2, and a Selective Estrogen Receptor Modulator

- U.S. - Provisional
	  	Expired
			
	 PCT/US09/39824
 35611-742.601
	    	 Administration of an Inhibitor of HDAC, an Inhibitor of Her-2, and a Selective Estrogen Receptor Modulator

- U.S. - PCT
	  	Expired - 30 mo.
done
			
	 2,725,390
 35611-742.701
	    	 Administration of an Inhibitor of HDAC, an Inhibitor of Her-2, and a Selective Estrogen Receptor Modulator

-Canada-
	  	Pending
			
	 12/936,887
 35611-742.831
	    	 Administration of an Inhibitor of HDAC, an Inhibitor of Her-2, and a Selective Estrogen Receptor Modulator

-U.S. – National Phase
	  	Pending









					
	 Serial No. /
 WSGR

ref.
	    	 Title
	  	Status
	 61/140,036

35611-745.101
	    	 Administration of HDAC Inhibitor and an Insulin-Like Growth Factor-1 Receptor Inhibitor

- U.S. - Provisional
	  	Expired
			
	 61/351,789
 35611-758.101
	    	 Prodrugs of Azacitidine 5’-Phosphate
 -U.S.
– Provisional – converted to 35611-758.601
	  	Expired
			
	 61/351,797
 35611-758.102
	    	 Prodrugs of Azacitidine 5’-Phosphate
 -U.S.
– Provisional – not converted
	  	Expired
			
	 61/492,275
 35611-758.103
	    	 Prodrugs of Azacitidine 5’-Phosphate
 -U.S.
– Provisional—converted to 35611-770.601
	  	Expired
			
	 PCT/US2011/38961
 35611-758.601
	    	 Prodrugs of Azacitidine 5’-Phosphate
 PCT
– based on 35611-758.101
	  	Pending
			
	 61/476,227
 35611-760.101
	    	 Solid State Forms of N-(2-Aminophenyl)-4-[N-(pyridine-3-yl)- methoxycarbonylaminomethyl]-benzamide

-U.S. – Provisional
	  	Expired
			
	 61/482,573
 35611-761.101
	    	 Pharmacokinetics of Solid State Forms of N-(2-Aminophenyl)-4-[N-(pyridine-3-yl)- methoxycarbonylaminomethyl]-benzamide

-U.S. – Provisional
	  	Expired
			
	 61/530,873
 35611-762.101
	    	 Methods for the Treatment of Breast Cancer

-U.S. - Provisional
	  	Expired
			
	 61/532,534
 35611-762.102
	    	 Methods for the Treatment of Breast Cancer (with Acetylation data)

-U.S. - Provisional
	  	Expired
			
	 61/628,999
 35611-762.103
	    	 Methods for the Treatment of Breast Cancer

-U.S. - Provisional
	  	Pending









					
	 Serial No. /
 WSGR

ref.
	    	 Title
	  	Status
	 61/568,110
 35611-762.104
	    	 Methods for the Treatment of Breast Cancer

-U.S. - Provisional
	  	Pending
			
	 PCT/US2012/053551
 35611-762.601
	    	 Methods for the Treatment of Breast Cancer
 PCT
– based on 35611-762.101-104
	  	Pending
			
	 61/569,135
 35611-763.101
	    	 Methods for the Treatment of Lung Cancer
 -U.S.
- Provisional
	  	Pending
			
	 PCT/US2012/039685
 35611-770.601
	    	 Prodrugs of Azacitidine 5’-Phosphate
 PCT
– based on 35611-758.103
	  	Pending

  

							
	 Trademark
	  	 Jurisdiction
	  	 Application or

Registration No.
	  	 Date of Filing

	SYNDAX	  	United States	  	85/124,983	  	09/08/2010

 5. INVESTMENT PROPERTY; INSTRUMENTS; ACCOUNTS 

a. The following is a complete list of all stocks, bonds, debentures, notes, commodity contracts and other securities owned by Company and any
subsidiary: 
  

					
	 Name of Issuer
	  	 Description and Value of Security
	  	 Company/Subsidiary

	 None other than in State Street Bank investment account (see below)


 b. The following are all financial institutions at which Company and its subsidiaries maintain deposit
accounts: 
  

									
	 Bank Name
	  	 Account Number
	  	Branch Address	  	Company/
Subsidiary	  	Purpose of Account
	Silicon Valley Bank	  		  	Santa Clara, CA	  		  	Operating
	Silicon Valley Bank	  		  	Santa Clara, CA	  		  	Waltham, MA lease
security deposit
	 American Express
 Bank
	  		  	Salt Lake City,
 UT
	  		  	Corp credit card
 collateral









 c. The following are all financial institutions at which Company and its subsidiaries maintain
securities accounts: 
  

									
	Bank or Brokerage	  	 	  	 	  	Company/	  	 
	 Name
	  	 Account Number
	  	 Branch Address
	  	 Subsidiary
	  	 Purpose of Account

	 State Street Bank
	  		  	Boston, MA	  		  	Investment

 d. Does or is it contemplated that Company will regularly receive letters of credit from customers or other
third parties to secure payments of sums owed to Company? The following is a list of letters of credit naming Company as “beneficiary” thereunder: 
  

					
	 LC Number
	  	 Name of LC Issuer
	  	 LC Applicant

	 N/A
	  		  	

 6. INDEBTEDNESS 

Set forth below is a list and attached hereto are copies of, all agreements, promissory notes, indentures and other documents relating to any indebtedness of
Company and its subsidiaries, including without limitation loan agreements, note indentures, letters of credit, reimbursement agreements, mortgages and guaranties of the indebtedness of others. 

 

					
	 $6M secured promissory note financing 8/3/2010 with Series A investors
	  	**$6M secured promissory note financing as two term loans 3/30/11 & 9/30/11 with General Electric Capital Corp	  	**Approximately $5.7M secured promissory note financing as three tranches on 12/20/11, 12/28/11 & 4/2/12 with Series A and certain common investors and General Electric Capital Corp; additional $3M to be borrowed from
existing note holders on or about 6/26/12
	 ***$750K secured promissory note financing to be borrowed from existing note holders on or about 10/5/2012
	  		  	








 7. ENCUMBRANCES 

Company’s and its subsidiaries’ property are subject to the following liens or encumbrances: 

 

					
	 Name of Holder of

Lien/Encumbrance
	 	 Description of Property Encumbered
	 	 Company/Subsidiary

	 N/A
	 		 	

 8. MATERIAL AGREEMENTS 

Set forth below is a list of, and attached hereto, are copies of, all Material Agreements. “Material Agreement” means (i) any
agreement relating to subordinated indebtedness of the Company, (ii) any agreement or contract to which the Company is a party and involving the receipt or payment of amounts in the aggregate exceeding $100,000 per year and (iii) any
agreement or contract to which the Company is a party the termination of which could reasonably be expected to have a material adverse effect on the operations, business, assets, properties, or condition (financial or otherwise) of the Company. 

SDX-001_Bayer_Schering_License 

SDX-019_Cruickshank_Consulting_Agreement 

SDX-134_Bayer_Schering_AG_Manufacture_Supply_Agr 

SDX-356_Consulting_Podlesak 

SDX-504_Nextrials_Amendment_No1_to_Project_Contract_No5 

SDX-505_Nextrials_Amendment_No2_to_Project_Contract_No1 

SDX-528_McBride_Consulting_Agreement 

SDX-532_TottenPond_First_Amendment_Lease 

090701_SDX-242_Consulting_Millman.pdf 

N-080208_SDX-184_Waltham_Lease.pdf 

N-080313_SDX-156_Nextrials_Project_No1_0301 

N-081120_SDX-293_Nextrials_Project_No5_0501 

080313_SDX-151_Nextrials_MSA.pdf 
  

	*	110204_SDX-529_Edgar_Consulting_Agreement.pdf 


	*	110518_SDX-595_SAJE_Consulting_Agreement.pdf 


	*	110512_SDX-601_Xcenda_MSA.pdf 


	*	110906_SDX-624_JPMorgan_Engagement_Letter.pdf 


	**	110301_SDX-664_Consulting1.2_Alba_McCulloch 


	**	111107_SDX-296_MSA1.0_PII 


	**	111128_SDX-634_MTA1.0_PII 


	**	120222_SDX-655_MSA1.1_PII 


	**	111109_SDX-635_SRA1.0_Discovery_Labware 


	**	111117_SDX-496_SRA1.0_BD_Biosciences_Quote 


	**	111117_SDX-527_SRA2.0_BD_Biosciences_Quote 


	**	111117_SDX-631_SRA3.0_BD_Biosciences_Quote 


	**	111117_SDX-632_SRA4.0_BD_Biosciences_Quote 









	**	111117_SDX-633_SRA5.0_BD_Biosciences_Quote 


	**	120130_SDX-652_SRA6.0_BD_Biosciences_Quote 


	**	120329_SDX-680_SRA7.0_BD_Biosciences_Quote 


	**	111109_SDX-636_Lease1.2_TottenPond_Waltham 


	**	120331_SDX-686_Lease1.3_TottenPond_Waltham 


	**	120123_SDX-650_Engagement_Letter1.0_Deloitte_2011_Audit 


	**	120222_SDX-656_Engagement_Letter1.0_Deloitte_2011_Tax 


	**	120202_SDX-654_Nextrials_WO_6_0110 


	**	120323_SDX-677_Nextrials_WO_6_CO_1 


	**	120404_SDX_681_Consulting1.0_Danforth_Advisors 


	**	120412_SDX-682_CTA7.0_SCRI_Tennessee_Oncology_Burris_0110 


	**	120426_SDX-691_CTA8.0_SCRI_Florida_Cancer_Patel_0110 


	***	120615_SDX-695_MSA1.0_eResearchTechnology.pdf 

 Master Service Agreement with vendor performing
centralized ECG for 110 study 

	***	120615_SDX-696_MSA1.1_eResearchTechnology_WO1.pdf 

 Work Order associated with MSA with vendor
performing centralized ECG for 110 study 

	***	120718_SDX-701_Bayer_CMC_Manufacture_Supply_Agr_Termination_Letter.pdf 

 Termination of Bayer
Supply Agreement as part of tech transfer to PII for CMC 

	***	120801_SDX-702_Consulting1.3_Alba_McCulloch.pdf 

 Conversion of retained consulting to
fee-for-service – Bill McCulloch CMO 

	***	120716_SDX-703_Consulting3.0_Development_and_Strategic_Peterson.pdf 

 Conversion of retained
consulting to fee-for-service – Caryn Peterson VP Regulatory 

	***	120905_SDX-712_MSA1.2_PII_CO1.pdf 

 Change Order connected to MSA with PII, CMC Contract Mfg
Organization 

	***	120630_SDX-715_Lease1.4_TottenPond_Waltham.pdf Extension of Waltham lease for period 7/1-9/30 

 9.
LITIGATION; COMMERCIAL TORT CLAIMS 
 a. The following is a complete list of pending and threatened litigation or claims involving
amounts claimed against Company in an indefinite amount or in excess of $50,000 in each case: None 
 b. The following are the only
claims (including, without limitation, commercial tort claims) which Company has against others (other than claims on accounts receivable), which Company is asserting or intends to assert, and in which the potential recovery exceeds $50,000:
None 
 10. TAXES 
 The
following tax assessments are currently outstanding and unpaid: 
  

			
	 Assessing Authority
	  	Amount and Description
	 None
	  	

 11. INSURANCE BROKER 

The following broker handles Company’s property insurance: 
  

									
	 Broker
	 	 Contact
	 	 Telephone
	 	 Fax
	 	 Email

	 William Gallagher
	 	Mike Kearney	 		 		 	

  







 12. HEALTHCARE MATTERS 

a. The following is a description of any circumstances where Company or any of its subsidiaries has not maintained in all material respects all
records required to be maintained by the Joint Commission on Accreditation of Healthcare Organizations, the Food and Drug Administration, Drug Enforcement Agency and State Boards of Pharmacy, as required by applicable healthcare laws: None

 b. The following is a description of any facts and circumstances where the facilities or licensed employees and contractors of the Company
(or any of its subsidiaries), in their respective duties on behalf of the Company or such subsidiary, are not in compliance with any applicable healthcare laws or, to the knowledge of Company or any subsidiary, any presently existing circumstances
which would result or likely would result in material violations of such healthcare laws, including all federal, state or local laws, rules, regulations governing or regulating the provision of, or payment for, medical services, or the sale of
medical supplies: None 
 13. FDA AND RELATED REGULATORY MATTERS 

a. The following is a list of all products designed, manufactured, distributed and/or sold by or for the Company or any of its subsidiaries
that are subject to Regulatory Review and Approval by the U.S. Food and Drug Administration (“FDA”): entinostat (MS-275) 

b. The following is a complete description of any FDA protocols applicable to products designed, produced, sold or distributed by the Company
or its subsidiaries: 
 SYNDAX Protocol SNDX-275-0301 (Active not recruiting) 

A Phase 2, Randomized, Double-Blind, Multicenter Study of Exemestane With and Without SNDX-275 in Postmenopausal Women with Locally Recurrent or Metastatic
Estrogen Receptor-Positive Breast Cancer, Progressing on Treatment with a Non-Steroidal Aromatase Inhibitor 
 SYNDAX Protocol SNDX-275-0501 (Active)

 A Phase 2 Multi-Center Study of Entinostat (SNDX-275) in Patients with Relapsed or Refractory Hodgkin’s Lymphoma 

SYNDAX Protocol SNDX-275-0303 (Completed) 







 A Phase 2, Multicenter Study of the Effect of the Addition of SNDX-275 to Continued Aromatase (AI) Inhibitor
Therapy in Postmenopausal Women with ER+ Breast Cancer Whose Disease is Progressing 
 SYNDAX Protocol SNDX-275-0401 (Completed) 

A Randomized, Placebo-controlled, Double-blind, Multicenter Phase 2 Study with a Lead in Phase of Erlotinib With or Without SNDX-275 in Patients with Non-small
Cell Lung Carcinoma After Failure In Up to Two Prior Chemotherapeutic Regimens for Advanced Disease 
 SYNDAX Protocol SNDX-275-0001 (Active) 

A Multicenter, Open-Label, Continuation Study Evaluating SNDX-275 either as a Monotherapy or in a Combination Regimen for Patients Who Benefited from this
Regimen in a Prior SNDX-275 Study and Wish to Continue Treatment 
 SYNDAX Protocol SNDX-275-0403 (Completed) 

A Phase 2 Exploratory Study of Erlotinib and SNDX-275 in Patients With Non-small Cell Lung Carcinoma Who Are Progressing on Erlotinib 

**SYNDAX Protocol SNDX-275-0110 (Active) 
 A Phase 1 Study
to Assess the Food Effect on the Pharmacokinetics of Entinostat in Postmenopausal Women with Locally Recurrent or Metastatic ER+ Breast Cancer and Men and Women with Progressive Non-Small Cell Lung Cancer 

The following are the completed studies sponsored and conducted by Bayer (Berlex) prior to Syndax licensing the drug: 

306121: Ph I Study of MS-275, in Refractory Solid Tumors and Lymphomas 

309100: Ph 2 study of MS-275, comparing 2 dosage schedules in patients with metastatic melanoma 

The following are the currently active studies sponsored and conducted by the NCI under a Cooperative Research and Development agreement: 

NCI 8597 Entinostat and Anastrozole in Treating Postmenopausal Women With Triple-Negative Breast Cancer That Can Be Removed by Surgery 

ECOG 1905 Azacitidine With or Without Entinostat in Treating Patients With Myelodysplastic Syndromes, Chronic Myelomonocytic Leukemia, or Acute Myeloid
Leukemia 
 NCI 7870 Interleukin 2, Aldesleukin and Entinostat for Kidney Cancer 

NCI 8311 Trial of Adjuvant Combined Epigenetic Therapy With 5-azacitidine and Entinostat in Resected Stage I Non-small Cell Lung Cancer Versus Standard Care








 NCI 8298 Entinostat and Clofarabine in Treating Patients With Newly Diagnosed, Relapsed, or Refractory Poor-Risk
Acute Lymphoblastic Leukemia or Bilineage/Biphenotypic Leukemia 
 NCI 8341Azacitidine and Entinostat in Treating Patients With Metastatic Colorectal Cancer

 NCI 8272 Entinostat and Sorafenib Tosylate in Treating Patients With Advanced or Metastatic Solid Tumors or Refractory or Relapsed Acute Myeloid Leukemia

 NCI 7759 Azacitidine and MS-275 in Treating Patients With Recurrent Advanced Non-Small Cell Lung Cancer 

 

	*	NCI 8822: Phase II Study of 5-Azacitidine and Entinostat (SNDX-275) in Patients with Advanced Breast Cancer 


The following are the completed studies sponsored and conducted by the NCI under a Cooperative Research and Development agreement: 

 

	*	NCI 8871: Phase I/II Study of Entinostat and Lapatinib in Patients with Her2-Positive Metastatic Breast Cancer in Whom Lapatinib or Trastuzumab has Failed 


NCI 6591 MS-275 and Azacitidine in Treating Patients With Myelodysplastic Syndromes, Chronic Myelomonocytic Leukemia, or Acute Myeloid Leukemia 

NCI 2791: Ph 1 Clinical—Laboratory Study of MS-275 in Adults with Refractory and Relapsed Hematologic Malignancies 

NCI 2792: Ph 1 Study of MS-275 in Refractory Solid Tumors and Lymphomas 

NCI 6798: Phase I Study of MS-275 in Combination with 13-Cis-Retinoic Acid in Metastatic Progressive Cancer 

 

	*	NCI 8265: Phase I/II Study of SNDX-275 in combination with Imatinib for Relapsed/Refractory Ph+ ALL (administratively completed April 2012 due to low accrual) 


 

	***	NCI 7605: A Phase 2 Study of MS-275 in combination with Sargramostim in MDS or relapsed and refractory myeloid malignancies. 


The following is a currently active Investigator Sponsored Study (IST) 
  

	***	IST J1093 A Trial to Evaluate Two Schedules of MS275 in Combination With 5AC in Elderly Patients With Acute Myeloid Leukemia (AML) 








 c. The following is a description of any pending or threatened federal (DOJ, FDA, FTC, or other
entity) or state or foreign government civil or criminal legal actions including, but not limited to, consent decrees, injunctions, product seizures, civil penalties, untitled letters, Warning Letters, and import detentions within the past five
years, and attached hereto are copies of all related documentation and a summary of any investigative inquiries received from any government entity within the past five years related to products or regulatory compliance, including current status of
inquiry: None 
 d. The following is a description of all information, analysis, status, and plans to evaluate any emerging or pending
safety issue (including product-specific or relevant class): None 
 e. The following is a description of any of the following that has
occurred during the past five years: (i) all sites inspected by FDA, including dates, location, and outcome of inspection; (ii) all FDA Establishment Inspection Reports (“EIRs”) and all related correspondence and documentation,
including Company’s written responses and documentation of corrective actions; (iii) all FDA Form 483s and all related correspondence and documentation, including Company’s written responses and documentation of corrective actions;
and (iv) all site inspections by state or local regulatory authorities related to drug or medical device products: None 
 f. The
following is a description of (and attached hereto are copies of) all federal, state, local and foreign governmental, quasi-governmental or regulatory permits, licenses, consents, approvals, clearances, authorizations, registrations, filings and
entitlements (including import/export licenses/certificates) regarding organization, regulated products and current and future projects or services (please indicate on the list the expiration date, if any, of the items and any requirements for new
applications or notifications): 
 020712 FDA review of IND 

61198e-p8265 PI 
 070605_S0033_GC_Transfer_of_IND 

070606_S0034_GC_Acceptance_of_IND 
 090624_NEC_Approval 

090811_SUKL_CTA_Approval 
 090929_OGYI_Approval 

091012_MOH_Approval 
 091020_OGYI_Approval 

100928_SYNDX275_Letter_Auth_HU_Applicant_PC 
 g.
The following is a description of (and attached hereto are copies of) any documentation regarding the potential failure of the Company or any of its subsidiaries to manufacture in accordance with FDA’s cGMP requirements (or the foreign
counterpart of any of these requirements), including internal and third-party audit reports and related documentation: None 







 h. The following is a description of all current clinical investigations sponsored by the Company
or its subsidiaries, including a list of all study protocols, study sites, and clinical investigators involved at each site and any documentation suggesting that such clinical trials are not being conducted in accordance with applicable FDA
requirements: 
 SYNDAX Protocol SNDX-275-0301 (Active not recruiting) 

A Phase 2, Randomized, Double-Blind, Multicenter Study of Exemestane With and Without SNDX-275 in Postmenopausal Women with Locally Recurrent or Metastatic
Estrogen Receptor-Positive Breast Cancer, Progressing on Treatment with a Non-Steroidal Aromatase Inhibitor 
  

									
	 Institution
	  	 Investigator
	  	 City
	  	 State
	  	 Country

	 Univ of Colorado
	  	Borges	  	Aurora	  	CO	  	USA
	 Moores UCSD Cancer Center
	  	Helsten	  	La Jolla	  	CA	  	USA
	 University of Southern Florida-Moffitt
	  	Ismail-Khan	  	Tampa	  	FL	  	USA
	 Scripps Health
	  	Kroener	  	La Jolla	  	CA	  	USA
	 Carolinas Healthcare System Clinical Trials
	  	Limentani	  	Charlotte	  	NC	  	USA
	 Indiana University
	  	Miller	  	Indianapolis	  	IN	  	USA
	 University of Maryland Greenebaum Cancer Center
	  	Tkaczuk	  	Baltimore	  	MD	  	USA
	 Chattanooga Oncology Hematology Associates (SCRI site)
	  	Daniel	  	Chattanooga	  	TN	  	USA
	 California Cancer Care, Inc
	  	Eisenberg	  	Greenbrae	  	CA	  	USA
	 Florida Cancer Specialists (SCRI site)
	  	Eakle	  	Fort Myers	  	FL	  	USA
	 Virginia Cancer Institute (SCRI Site)
	  	Hagan	  	Richmond	  	VA	  	USA
	 Wake Forest University
	  	Lawrence	  	Winston-Salem	  	NC	  	USA
	 Medical College of Georgia
	  	May	  	Augusta	  	GA	  	USA
	 Oncology Hematology Care
	  	Ward	  	Cincinnati	  	OH	  	USA
	 Sarah Cannon Cancer Center
	  	Yardley	  	Nashville	  	TN	  	USA
	 RSM Durham Regional Cancer Centre
	  	Chang	  	Oshawa	  	Ontario	  	Canada
	 St. Joseph’s Health Center
	  	Blondal	  	Toronto	  	Ontario	  	Canada
	 Kansas City Cancer Center
	  	Pendergrass	  	Kansas City	  	MO	  	USA
	 Hematology Oncology Associates
	  	Sirpal	  	Fort Worth	  	FL	  	USA
	 Palm Beach Cancer Institute
	  	Gersten	  	West Palm Beach	  	FL	  	USA
	 South Carolina Oncology Associates, PA
	  	Kudrik	  	Columbia	  	SC	  	US
	 Clearview Cancer Institute
	  	Schreeder	  		  		  	
	 Hartford Hospital
	  	Alekshun	  	Hartford	  	CT	  	USA
	 Memorial Hospital
	  	Perez	  	Hollywood	  	FL	  	USA
	 Rocky Mountain Cancer Center
	  	Paul	  	Denver	  	CO	  	USA
	 Cancer Centers of the Carolinas
	  	Edenfield	  	Greenville	  	SC	  	US
	 Cancer Care & Hematology Specialists of Chicagoland
	  	Klein	  	Niles	  	IL	  	US
	 Longview Cancer Center
	  	Koya	  	Longview	  	TX	  	US









									
	 South Texas Cancer Center
	  	Marek	  	McAllen	  	TX	  	US
	 Hematology-Oncology Associates of Northern New Jersey
	  	Papish	  	Morristown	  	NJ	  	US
	 Columbia Basin Hematology and Oncology
	  	Rado	  	Kennewick	  	WA	  	US
	 Hematology Oncology Associates
	  	Roberts	  	Phoenix	  	AZ	  	US
	 Puget Sound Cancer Center
	  	Tolman	  	Seattle	  	WA	  	US
	 Allison Cancer Center
	  	Watkins	  	Midland	  	TX	  	US
	 Fakultní nemocnice Královské Vinohrady
	  	Brychta	  	Prague 10	  		  	Czech Republic
	 Fakultni nemocnice Olomouc
	  	Melichar	  	Olomouc	  		  	Czech Republic
	 Všeobecná Fakultní nemocnice v Praze
	  	Petruzelka	  	Prague 2	  		  	Czech Republic
	 Radiologicke centrum Multiscan, s.r.o.
	  	Vanasek	  	Pardubice	  		  	Czech Republic
	 Semmelweis Egyetem
	  	Kocsis	  	Budapest	  		  	Hungary
	 Fővárosi Önkormányzat Uzsoki Utcai Kórháza
	  	Landherr	  	Budapest	  		  	Hungary
	 Borsod-Abaus Zemplen Megyei Kórház és Egyetemi Oktatókórház
	  	Marazi	  	Miskolc	  		  	Hungary
	 Állami Egészségügyi Központ
	  	Papai	  	Budapest	  		  	Hungary
	 Clinfan Kft. TMÖK Balassa János Kórház
	  	Salamon	  	Szekszárd	  	Tolna	  	Hungary
	 Kenézy Kórház Kft.
	  	Toth	  	Debrecen	  		  	Hungary
	 Arkhangelsk Regional Clinical Oncology Dispensary
	  	Lebedeva, Dr.	  	Arkhangelsk	  		  	Russia
	 Blokhin Russian Oncology Research Center of Russian Academy of Medical Sciences
	  	Lichinitser, Professor	  	Moscow	  		  	Russia
	 Blokhin Russian Oncology Research Center of Russian Academy of Medical Sciences
	  	Stenina, Dr.	  	Moscow	  		  	Russia
	 Leningrad Regional Oncology Dispensary
	  	Roman, Dr.	  	Saint-Petersburg	  		  	Russia
	 Stavropol Territory Clinical Oncology Dispensary
	  	Kovalenko, Dr.	  	Stavropol	  		  	Russia
	 Russian Research Centre of Radiology and Surgery technologies of Rosmedtechnology
	  	Korytova, Professor	  	Saint-Petersburg	  		  	Russia
	 Murmansk Regional Clinical Oncology Dispensary
	  	Ovchinnikova, Dr.	  	Murmansk	  		  	Russia

 SYNDAX Protocol SNDX-275-0501 (Active) 







 A Phase 2 Multi-Center Study of Entinostat (SNDX-275) in Patients with Relapsed or Refractory Hodgkin’s
Lymphoma 
  

					
	 Institution
	  	Investigator	  	 Address

	 M.D. Anderson Cancer Center
	  	Younes	  	 1515 Holcombe Blvd,
 Unit 429

Houston, TX 77030-4009

			
	 Roswell Park Cancer Institute
	  	Hernandez	  	 Elm and Carlton Streets
 Buffalo, NY
14263

			
	 University of Nebraska Medical Center
	  	Bociek	  	987680 Nebraska Medical Center Omaha, NE 68198
			
	 JHU
	  	Kasamon	  	 Johns Hopkins
 CRB 388,

1650 Orleans Street
 Baltimore, MD 21231

			
	 Tower Cancer Research Foundation
	  	Lee	  	 Tower Cancer Research Foundation
 9090 Wilshire
Blvd., Suite 200
 Beverly Hills CA 90211-1850

			
	 University of Colorado Cancer Center
	  	Gore	  	 Mail Stop 8302
 PO Box 6511

Aurora CO 80045


 SYNDAX Protocol SNDX-275-0001 (Active) 

A Multicenter, Open-Label, Continuation Study Evaluating SNDX-275 either as a Monotherapy or in a Combination Regimen for Patients Who Benefited from this
Regimen in a Prior SNDX-275 Study and Wish to Continue Treatment 








			
	 Institution
	  	 PI

	 University of Colorado

Health Sciences Center

Anschutz Cancer Pavillion

1665 N. Ursula Street Room

3200, Mail Stop F7010

Aurora, CO 80045
	  	Lia Gore, MD

 **SYNDAX Protocol SNDX-275-0110 (Active) 

A Phase 1 Study to Assess the Food Effect on the Pharmacokinetics of Entinostat in Postmenopausal Women with Locally Recurrent or Metastatic ER+ Breast Cancer
and Men and Women with Progressive Non-Small Cell Lung Cancer 
  

					
	 Institution
	  	Investigator	  	 Address

	 Sarah Cannon Research Institute
	  	Burris	  	 250 25th Avenue, North,

Suite 110, Nashville, TN 37203

			
	 Sarah Cannon Research Institute
	  	Patel	  	 Florida Cancer Specialists, P.L.,
 600 North
Cattleman Road,
 Suite 200, Sarasota, FL 34232
 Peggy and
Charles Stephenson Cancer Center

	 *** Sarah Cannon Research Institute
	  	Kurkijian	  	 800 NE 10th Street, 5th Floor
 Oklahoma City, OK
73104


 i. The following is a description of (and attached hereto are copies of) a representative sample of
advertising and promotional materials for currently marketed products, including patient brochures, print advertisements, and broadcast advertisement scripts; copies of sales representative training materials for marketed products; and description
of any physician speaker training programs, including list of speakers, copy of training materials, and sample speaker agreement: None 

j. The following is a description of (and attached hereto are copies of) any documentation regarding any recalls, corrections, removals, field
actions, field notifications, market withdrawals, Dear Doctor Letters, and safety alerts related to the products of the Company or its subsidiaries within the past five years: None 







 Company hereby represents and warrants that all of the information set forth in this Perfection
Certificate and any continuation pages attached hereto is true and correct as of the date hereof, and Company acknowledges that General Electric Capital Corporation is entitled to rely upon such information and presume it is correct. Company
acknowledges that your acceptance of this Perfection Certificate and any continuation pages does not imply any commitment on your part to enter into a loan transaction with Company, and that any such commitment may only be made by an express written
loan commitment, signed by one of your authorized officers. 
 Date: 10/09/2012 

 

			
	 SYNDAX PHARMACEUTICALS, INC.

		
	 By:
	 	 /s/ John Pallies

	 Name:
	 	John Pallies
	 Title:
	 	VP Finance









 Schedule 2 

See Section 4 of the Perfection Certificate