Item 1.01 Entry into a Material Definitive Agreement

On September 14, 2012, Synergy Pharmaceuticals Inc. (the "Company") entered into a binding letter of intent (the "LOI") with Ironwood Pharmaceuticals, Inc. ("Ironwood") pursuant to which the Company and Ironwood agreed to enter into a definitive license agreement giving the Company an exclusive worldwide license to Ironwood's method of use patents on plecanatide for the treatment of chronic constipation. The LOI contemplates a low single digit royalty on net sales and both parties agreed not to challenge each other's patents covering certain GC-C agonists. The Company retains the right to challenge Ironwood's method of use patents on plecanatide.