EX-10.21



 Exhibit 10.21 
  

	***	INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 

  

			
	



	 	 






 Syndax Pharmaceuticals, Inc. 

400 Totten Pond Road, Suite 140 
 Waltham, Massachusetts 02451

 USA 
 Attention: Arlene M. Morris, Chief Executive Officer

  

			
	 Re:  License, Development and Commercialization Agreement dated as of
March 26, 2007, as amended, (the “License Agreement”) between Bayer Pharma AG (formerly known as Bayer Schering Pharma AG), a German corporation (“Bayer”), and Syndax Pharmaceuticals, Inc., a Delaware corporation
(“Syndax”)
  
 Dear Ms. Morris:

 
 The purpose of this letter is to memorialize certain understandings between Bayer and
Syndax regarding payment of the first milestone listed in Section 6.3.1 of the License Agreement.
  

Syndax has confirmed that the first milestone listed in Section 6.3.1 of the License Agreement (that is, “Signature of an informed consent form by a
patient in a Phase III Clinical Trial”) has been achieved as of 30 June 2014.
  

Notwithstanding the requirement that the $2,000,000 payment related to the first milestone listed in Section 6.3.1 of the License Agreement (that is,
“Signature of an informed consent form by a patient in a Phase III Clinical Trial”) shall be made by Syndax to Bayer within *** following achievement of such milestone, payment shall be made in two (2) installments as follows:
	  	  
 18.09.2014

 
 Bayer Pharma AG

Julio Triana
  

Postadresse:
 13342 Berlin, Deutschland Besucheradresse:

Műllerstraße 178
 13353 Berlin. Deutschland

Tel. +49 30 468 193887
 Julio.triana@bayer.com

 
 www.bayerpharma.de

 
 Vorstand:

Dieter Weinand
 Vorsitzender

Hartmut Klusik
 Manfred Vehreschild

 
 Vorsitzender des

Aufsichtsrats:
 Michael Kőnig

 

	  
	  
	  
	  

  

							
	 Installments
	  	Payment	 	  	 Sitz der Gesellschaft:

Berlin
 Eintragung:

Amtsgericht Charlottenburg
 HRB 283

	 1. First installment due no later than December 31, 2014
	  	$	1,000,000	  	  
	 2. Second installment due upon the earlier of (i) receiving gross proceeds of at least $50,000,000 from an equity financing
(public or private) or (ii) July 31, 2015
	  	$	1,000,000	  	  


  
 1 








 The payment shall be subject to late payment interest at 2.231% (the three (3) month LIBOR rate as of
30 June 2014, plus a premium of two percent (2%)). Interest shall be calculated based on the actual number of days in the interest period divided by 360 and shall be calculated from the original due date (inclusive) until the date of payment
(exclusive). 
 Capitalized terms, unless defined herein, have the meaning given to such term in the Agreement. Except as agreed to in this letter, all
other provisions of the Agreement shall remain in full force and effect. 
 If you are in agreement with this summary, please countersign a copy of this
letter and return it to Claudia Karnbach by e-mail at ***. 
 Very truly yours, 
  

					
	BAYER PHARMA AG
		
	By:	 	 /s/ Julio Triana

	Name:	 	Julio Triana
	Title:	 	Senior Vice President
		
	By:	 	 /s/ Sven Hauser

	Name:	 	Sven Hauser
	Title:	 	Vice President
	
	ACKNOWLEDGED AND AGREED:
	
	SYNDAX PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Arlene M. Morris

	Name:	 	Arlene M. Morris
	Title:	 	President and CEO
		
	Date:	 	10/4/2014

  

	***	INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 


  
 2