Common use of Research Funding Clause in Contracts

Research Funding. GSK shall make non-refundable, non-creditable payments (the “Research Payments”) to EPIZYME for activities to be undertaken by EPIZYME under the Research Plans as follows: (a) Commencing on the first (1st) anniversary of the Effective Date and the date that is the first day of each Calendar Quarter after the first anniversary of the Effective Date, GSK shall pay equal Calendar Quarterly installments of Seven Hundred Fifty Thousand Dollars ($750,000.00) to EPIZYME for eight (8) consecutive Calendar Quarters (with the first such Calendar Quarterly installment being due on the first anniversary of the Effective Date). For illustrative purposes only, if the Effective Date of the Agreement is January 8, 2011, then the first Research Payment would become due on January 8, 2012, and the second Research Payment would become due on April 1, 2012. (b) Commencing on the third (3rd) anniversary of the Effective Date and on the date that is the first day of each Calendar Quarter of the fourth (4th) year of the Research Term, GSK shall pay to EPIZYME advance Calendar Quarterly installments constituting the portion of the total FTE Costs and Out-of-Pocket Costs budgeted for such Calendar Quarter under the Research Plans pursuant to Section 2.3.3 (with the first such Calendar Quarterly installment being due on the third (3rd) anniversary of the Effective Date). Within [**] days following the end of the Research Term, the Parties shall conduct a reconciliation of actual FTE Costs and Out-of-Pocket Costs incurred by EPIZYME for activities conducted during the fourth (4th) year of the Research Term against the amount budgeted for such fourth (4th) year, and the Parties shall true up actual FTE Costs and Out-of-Pocket Costs to budgeted amounts, within [**] percent ([**]%) of the amount budgeted, for the fourth (4th) year of the Research Term through an appropriate reconciliation payment so that GSK’s research funding payments to EPIZYME with respect to the fourth (4th) year of the Research Term, net of such reconciliation payment, equal the actual FTE Costs and Out-of-Pocket Costs incurred by EPIZYME for activities conducted during the fourth (4th) year of the Research Term (but not more than [**]% of the budgeted amount). If EPIZYME determines it cannot complete the activities set forth in the Research Plans for the fourth (4th) year of the Research Term within [**] percent ([**]%) of the budgeted amounts, EPIZYME shall promptly notify GSK and, provided that such inability is not a consequence of EPIZYME’s failure to use Commercially Reasonable Efforts to complete such activities within such agreed budget, the Parties shall discuss and mutually agree on adjustments to the scope of activities or to the budget, or both, such that EPIZYME can complete the agreed activities within the agreed budget constraint. (c) The Research Payments shall be used by EPIZYME solely to cover the costs of the conduct of the Research Plans that are incurred after the Effective Date. No later than [**] days after the end of each Calendar Year during which EPIZYME is conducting activities under the Collaboration, EPIZYME will submit to GSK reasonable documentation as may be requested by GSK, setting forth the costs incurred for such activities and the funds from the Research Payments that were applied to such costs for the preceding Calendar Year. (d) GSK shall make the Research Payments within [**] days after receipt of an invoice from EPIZYME, which invoice shall be sent in PDF format to [**] with a copy to [**] (or such other email address(es) as may be notified to EPIZYME by GSK), but GSK shall not be required to make such payments earlier than the scheduled dates of payment set forth above.

Research Funding. GSK In consideration for the performance of the Screening Program and activities related thereto by NeoGenesis, SPL shall make non-refundablepay to NeoGenesis research funding during the term of the Screening Program at the rate of [*] per FTE per year during the initial two year term of the Screening Program. Such payments constitute [*] payment for FTEs at a rate of [*] per year per FTE, non-creditable payments (the “Research Payments”) to EPIZYME for activities with [*] of such funding to be undertaken paid by EPIZYME Schering Corporation under the Research Plans as follows: (a) Commencing terms of the US Agreement. The amount of such funding shall be based upon the actual number of FTEs assigned by NeoGenesis to work on the Screening Program pursuant to Section 2.2(f), it being understood that except as otherwise agreed by the parties in writing, research funding shall be paid based upon [*] FTEs. Research funding shall be payable in equal quarterly installments during the term of the Screening Program, with the first (1st) anniversary of such payment due within [*] after the Effective Date and the date that is each successive payment due quarterly in advance on the first day of each Calendar Quarter after calendar quarter starting on October 1, 2001. It is understood and agreed by the parties that first anniversary of two research funding payments due under this Agreement [*] represents payment for work performed by NeoGenesis in connection with the Screening Program during the entire 2001 calendar year, including activities performed during the period extending from January 1, 2001 until the Effective Date, GSK shall pay equal Calendar Quarterly installments of Seven Hundred Fifty Thousand Dollars ($750,000.00) to EPIZYME for eight (8) consecutive Calendar Quarters (with . In the first such Calendar Quarterly installment being due on event that the first anniversary term of the Effective DateScreening Program is extended, the FTE rate payable under this Section 4.1 in each such extension year shall be increased by the CPI (as defined below). For illustrative purposes only, if If SPL is unwilling to provide funding for such documented cost increases and the Effective Date of the Agreement is January 8, 2011, parties are unable to resolve such funding matter to their mutual satisfaction within forty-five (45) days then the first Research Payment would become due on January 8, 2012, and the second Research Payment would become due on April 1, 2012. (b) Commencing on the third (3rd) anniversary of the Effective Date and on the date that is the first day of each Calendar Quarter of the fourth (4th) year of the Research Term, GSK Screening Program shall pay to EPIZYME advance Calendar Quarterly installments constituting the portion of the total FTE Costs and Out-of-Pocket Costs budgeted not be extended for such Calendar Quarter under the Research Plans pursuant extension year. If in any quarterly funding period, actual expenditures by NeoGenesis with respect to Section 2.3.3 (with the first such Calendar Quarterly installment being due on the third (3rd) anniversary of the Effective Date). Within [**] days following the end of the Research Term, the Parties shall conduct a reconciliation of actual FTE Costs and Out-of-Pocket Costs incurred by EPIZYME for activities conducted during the fourth (4th) year of the Research Term against FTE's exceed the amount budgeted for such fourth (4th) yearthe period, and the Parties shall true up actual FTE Costs and Out-of-Pocket Costs to budgeted amounts, within [**] percent ([**]%) of the amount budgeted, overrun will be carried forward for the fourth (4th) next period and paid for from the next payment(s); PROVIDED, that SPL payment obligations for any year of the Research Term through an appropriate reconciliation payment so Screening Program shall not exceed the budgeted amount for such year unless SPL has agreed to fund additional FTE work beyond that GSK’s research funding payments budgeted for such year by means of a written amendment to EPIZYME with respect to this Agreement approved in writing by the fourth (4th) year parties. For purposes of this Section 4.1, "CPI" means the Consumer Price Index [*], as published by the Bureau of Labor Statistics of the Research TermUnited States Department of Labor. In the event that the Bureau of Labor Statistics ceases to publish the CPI or substantially changes its content or format in a manner that precludes its further use hereunder, net of such reconciliation payment, equal the actual FTE Costs SPL and OutNeoGenesis shall substitute therefor another comparable measure published by an agreed-of-Pocket Costs incurred by EPIZYME for activities conducted during the fourth (4th) year of the Research Term (but not more than [**]% of the budgeted amount)upon source. If EPIZYME determines it cannot complete the activities set forth in the Research Plans for the fourth (4th) year of the Research Term within [**] percent ([**]%) of the budgeted amounts, EPIZYME shall promptly notify GSK and, provided that such inability is not a consequence of EPIZYME’s failure to use Commercially Reasonable Efforts to complete such activities within such agreed budget, the Parties shall discuss and mutually agree on adjustments to the scope of activities or to the budget, or both, such that EPIZYME can complete the agreed activities within the agreed budget constraint* = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. (c) The Research Payments shall be used by EPIZYME solely to cover the costs of the conduct of the Research Plans that are incurred after the Effective Date. No later than [**] days after the end of each Calendar Year during which EPIZYME is conducting activities under the Collaboration, EPIZYME will submit to GSK reasonable documentation as may be requested by GSK, setting forth the costs incurred for such activities and the funds from the Research Payments that were applied to such costs for the preceding Calendar Year. (d) GSK shall make the Research Payments within [**] days after receipt of an invoice from EPIZYME, which invoice shall be sent in PDF format to [**] with a copy to [**] (or such other email address(es) as may be notified to EPIZYME by GSK), but GSK shall not be required to make such payments earlier than the scheduled dates of payment set forth above.

Research Funding. GSK In consideration for the performance of the Screening Program and activities related thereto by NeoGenesis, SPL shall make non-refundablepay to NeoGenesis research funding during the term of the Screening Program at the rate of [*] per FTE per year during the initial two year term of the Screening Program. Such payments constitute [*] payment for FTEs at a rate of [*] per year per FTE, non-creditable payments (the “Research Payments”) to EPIZYME for activities with [*] of such funding to be undertaken paid by EPIZYME Schering Corporation under the Research Plans as follows: (a) Commencing terms of the US Agreement. The amount of such funding shall be based upon the actual number of FTEs assigned by NeoGenesis to work on the Screening Program pursuant to Section 2.2(f), it being understood that except as otherwise agreed by the parties in writing, research funding shall be paid based upon [*] FTEs. Research funding shall be payable in equal quarterly installments during the term of the Screening Program, with the first (1st) anniversary of such payment due within [*] after the Effective Date and the date that is each successive payment due quarterly in advance on the first day of each Calendar Quarter after calendar quarter starting on October 1, 2001. It is understood and agreed by the parties that first anniversary of two research funding payments due under this Agreement [*] represents payment for work performed by NeoGenesis in connection with the Screening Program during the entire 2001 calendar year, including activities performed during the period extending from January 1, 2001 until the Effective Date, GSK shall pay equal Calendar Quarterly installments of Seven Hundred Fifty Thousand Dollars ($750,000.00) to EPIZYME for eight (8) consecutive Calendar Quarters (with . In the first such Calendar Quarterly installment being due on event that the first anniversary term of the Effective DateScreening Program is extended, the FTE rate payable under this Section 4.1 in each such extension year shall be increased by the CPI (as defined below). For illustrative purposes only, if If SPL is unwilling to provide funding for such documented cost increases and the Effective Date of the Agreement is January 8, 2011, parties are unable to resolve such funding matter to their mutual satisfaction within forty five (45) days then the first Research Payment would become due on January 8, 2012, and the second Research Payment would become due on April 1, 2012. (b) Commencing on the third (3rd) anniversary of the Effective Date and on the date that is the first day of each Calendar Quarter of the fourth (4th) year of the Research Term, GSK Screening Program shall pay to EPIZYME advance Calendar Quarterly installments constituting the portion of the total FTE Costs and Out-of-Pocket Costs budgeted not be extended for such Calendar Quarter under the Research Plans pursuant extension year. If in any quarterly funding period, actual expenditures by NeoGenesis with respect to Section 2.3.3 (with the first such Calendar Quarterly installment being due on the third (3rd) anniversary of the Effective Date). Within [**] days following the end of the Research Term, the Parties shall conduct a reconciliation of actual FTE Costs and Out-of-Pocket Costs incurred by EPIZYME for activities conducted during the fourth (4th) year of the Research Term against FTE's exceed the amount budgeted for such fourth (4th) yearthe period, and the Parties shall true up actual FTE Costs and Out-of-Pocket Costs to budgeted amounts, within [**] percent ([**]%) of the amount budgeted, overrun will be carried forward for the fourth (4th) next period and paid for from the next payment(s); PROVIDED, that SPL payment obligations for any year of the Research Term through an appropriate reconciliation payment so Screening Program shall not exceed the budgeted amount for such year unless SPL has agreed to fund additional FTE work beyond that GSK’s research funding payments budgeted for such year by means of a written amendment to EPIZYME with respect to this Agreement approved in writing by the fourth (4th) year parties. For purposes of this Section 4.1, "CPI" means the Consumer Price Index [*], as published by the Bureau of Labor Statistics of the Research TermUnited States Department of Labor. In the event that the Bureau of Labor Statistics ceases to publish the CPI or substantially changes its content or format in a manner that *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. precludes its further use hereunder, net of such reconciliation payment, equal the actual FTE Costs SPL and OutNeoGenesis shall substitute therefor another comparable measure published by an agreed-of-Pocket Costs incurred by EPIZYME for activities conducted during the fourth (4th) year of the Research Term (but not more than [**]% of the budgeted amount). If EPIZYME determines it cannot complete the activities set forth in the Research Plans for the fourth (4th) year of the Research Term within [**] percent ([**]%) of the budgeted amounts, EPIZYME shall promptly notify GSK and, provided that such inability is not a consequence of EPIZYME’s failure to use Commercially Reasonable Efforts to complete such activities within such agreed budget, the Parties shall discuss and mutually agree on adjustments to the scope of activities or to the budget, or both, such that EPIZYME can complete the agreed activities within the agreed budget constraintupon source. (c) The Research Payments shall be used by EPIZYME solely to cover the costs of the conduct of the Research Plans that are incurred after the Effective Date. No later than [**] days after the end of each Calendar Year during which EPIZYME is conducting activities under the Collaboration, EPIZYME will submit to GSK reasonable documentation as may be requested by GSK, setting forth the costs incurred for such activities and the funds from the Research Payments that were applied to such costs for the preceding Calendar Year. (d) GSK shall make the Research Payments within [**] days after receipt of an invoice from EPIZYME, which invoice shall be sent in PDF format to [**] with a copy to [**] (or such other email address(es) as may be notified to EPIZYME by GSK), but GSK shall not be required to make such payments earlier than the scheduled dates of payment set forth above.