Close

Form 10-Q Syros Pharmaceuticals, For: Mar 31

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/19/2024

1. NFLX
2. TSM
3. SPY
4. LVS
5. INFY
6. CSX
7. TSLA
8. UAL
9. ISRG
10. NVDA


May 6, 2021 7:03 AM EDT

 

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[**]”.

 

AMENDMENT NO. 1 TO

AMENDED AND RESTATED CANCER LICENSE AGREEMENT

 

This Amendment to Amended and Restated License Agreement (this “Amendment”) is made as of January 8, 2021 by and between Syros Pharmaceuticals, Inc., a Delaware corporation having a place of business at 35 CambridgePark Drive, 4th Floor, Cambridge, Massachusetts 02140 USA (“Syros”) TMRC Co., Ltd., a Japanese corporation having a place of business at 1-12-12, Kita Shinjuku, Shinjuku-ku, Tokyo 164-0074, Japan (“TMRC”).  

 

WHEREAS, TMRC and Syros entered an Amended and Restated Cancer License Agreement dated as of April 28, 2016 (the “Agreement”);

 

WHEREAS, TMRC and Syros wish to amend the Agreement to (i) include additional Patent Rights Controlled by TMRC within the scope of the intellectual property licensed to Syros and (ii) expand the territory under which Syros is licensed to the Technology; and

 

WHEREAS, pursuant to Section 14.5 of the Agreement, the Agreement may be amended by a written instrument executed by the parties thereto.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TMRC and Syros each hereby agree as follows:

 

1.Amendments to Agreement. The Agreement is hereby amended as follows:

 

(a)The definition of “Territory” in Section 2.33 of the Agreement is hereby amended and restated as follows:

 

2.33“Territory” means (a) North America (the United States of America, Canada, and Mexico); (b) Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, Switzerland and the United Kingdom; (c) any other country to which the EMA’s regulatory jurisdiction extends; (d) Central/South America (Argentina, Belize, Bolivia, Brazil, Chile, Colombia, Costa Rica, Ecuador, Guatemala, Guyana, Honduras, Nicaragua, Panama, Paraguay, Peru, Suriname, Uruguay and Venezuela); (e) Australia; (f) Russia; and (g) Israel.

(b)Exhibit A to the Agreement is hereby amended and restated in the form attached as Exhibit A hereto.

2.Miscellaneous.  Except as expressly amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect.  Capitalized terms used in this Agreement that are not otherwise defined have the meanings given them in the Agreement.  This Amendment shall be governed by and construed in accordance with the Laws of the State of California, without regard to the conflicts of law principles thereof.  This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.  Signature pages to this Amendment may be exchanged by facsimile or electronically as a portable

 

 

document format (.pdf) file and such signature pages shall be deemed originals.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

 

SYROS PHARMACEUTICALS, INC.

 

TMRC CO., LTD.

 

 

 

 

 

 

 

By:

 

/s/ Nancy Simonian

 

By:

 

/s/ Naoki Tani

Name:

 

Nancy Simonian

 

Name:

 

Naoki Tani

Title:

 

President and Chief Executive Officer

 

Title:

 

President and Chief Executive Officer

 

2

 

 

EXHIBIT A

 

Certain Licensed Patent Rights

 

Series

Country or Region

Application No.

Filing Date

Publication

Patent

Priority

Subject Matter/Other Info

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

 

[**]

[**]

[**]

 

[**]

[**]

[**]

 

[**]

[**]

[**]

 

[**]

[**]

[**]

 

[**]

[**]

[**]

[**]

[**]

[**]

[**]

[**]

 

[**]

[**]

[**]

 

[**]

[**]

[**]

 

[**]

[**]

[**]

 

[**]

[**]

[**]

 

[**]

[**]

[**]

[**]

 

[**]

[**]

[**]

 

[**]

[**]

[**]

[**]

[**]

 

[**]

[**]

 

[**]

[**]

[**]

[**]

 

[**]

[**]

 

[**]

[**]

[**]

[**]

 

[**]

[**]

 

[**]

 

[**]

[**]

 

[**]

[**]

 

[**]

 

[**]

[**]

 

[**]

[**]

 

[**]

[**]

[**]

[**]

 

[**]

[**]

 

3

Exhibit 31.1

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a)

and 15d-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Nancy Simonian, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Syros Pharmaceuticals, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Syros Pharmaceuticals, Inc.

 

 

 


/s/ Nancy Simonian, M.D.

 

Nancy Simonian, M.D.

 

President and Chief Executive Officer

(Principal Executive Officer)

 

Dated: May 6, 2021

 

Exhibit 31.2

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a)

and 15d-14(a), as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Joseph J. Ferra, Jr., certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Syros Pharmaceuticals, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Syros Pharmaceuticals, Inc.

 

 

 


/s/ Joseph J. Ferra, Jr.

 

Joseph J. Ferra, Jr.

 

Chief Financial Officer

(Principal Financial Officer)

 

Dated: May 6, 2021

 

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Syros Pharmaceuticals, Inc. (the “Company”) for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Nancy Simonian, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of her knowledge:

(1)     the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 6, 2021

 


/s/ Nancy Simonian, M.D.

 

 

Nancy Simonian, M.D.

 

 

President and Chief Executive Officer

(Principal Executive Officer)

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Syros Pharmaceuticals, Inc. (the “Company”) for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Joseph J. Ferra, Jr., Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)     the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 6, 2021

 

/s/ Joseph J. Ferra, Jr.

 

 

Joseph J. Ferra, Jr.

 

 

Chief Financial Officer

(Principal Financial Officer)

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings