10,000,000 Shares Epizyme, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2019 • Epizyme, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 26th, 2013 • Epizyme, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Epizyme, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). [This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.]1
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 6th, 2021 • Epizyme, Inc. • Pharmaceutical preparations • New York
EPIZYME, INC. COMMON STOCK SALES AGREEMENTSales Agreement • April 15th, 2016 • Epizyme, Inc. • Pharmaceutical preparations • New York
Epizyme, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Epizyme, Inc. 13,333,334 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • January 7th, 2016 • Epizyme, Inc. • Pharmaceutical preparations • New York
Epizyme, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 13,333,334 shares of its common stock, $0.0001 par value (“Common Stock”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,000,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms used her
LEASE AGREEMENTLease Agreement • March 22nd, 2013 • Epizyme, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT is made as of this 15th day of June, 2012, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and EPIZYME, INC., a Delaware corporation (“Tenant”).
LEASE by and between BMR-325 VASSAR STREET LLC, a Delaware limited liability company and EPIZYME, INC., a Delaware corporationLease • April 18th, 2013 • Epizyme, Inc. • Pharmaceutical preparations • Massachusetts
IN WITNESS WHEREOF, Tenant has executed this Acknowledgment of Phase [ ] Commencement Date and Term Expiration Date as of the date first written above.
Epizyme, Inc. Nonstatutory Stock Option Agreement Granted Under 2008 Stock Incentive PlanNonstatutory Stock Option Agreement • March 22nd, 2013 • Epizyme, Inc. • Pharmaceutical preparations
Epizyme, Inc. Incentive Stock Option Agreement Granted Under 2008 Stock Incentive PlanIncentive Stock Option Agreement • April 18th, 2013 • Epizyme, Inc. • Pharmaceutical preparations
AMENDED AND RESTATED LOAN AGREEMENT Dated as of November 3, 2020Loan Agreement • February 23rd, 2021 • Epizyme, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”), dated as of November 3, 2020 (the “Effective Date”) by and among EPIZYME, INC., a Delaware corporation (as “Borrower”), BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership formed under the laws of England (as a “Lender”) and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership (as a “Lender”), provides the terms on which each Lender shall make, and Borrower shall repay, the Credit Extensions (as hereinafter defined). Borrower, the Collateral Agent and BioPharma Credit Investments V (Master) LP are party to that certain Loan Agreement (the “Original Loan Agreement”), dated as of November 4, 2019 (the “Execution Date”). Borrower has requested that Lenders make available to Borrower the Tranche D Loan (as hereinafter defined) and, in connection with Lenders’ agreement to pr
EpiZyme, Inc. Restricted Stock Agreement Granted Under 2008 Stock Incentive PlanRestricted Stock Agreement • April 18th, 2013 • Epizyme, Inc. • Pharmaceutical preparations • Delaware
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 27th, 2022 • Epizyme, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of June 27, 2022 (this “Agreement”), is entered into by and between Ipsen Pharma SAS, a French société par actions simplifiée (“Parent”), and [•]1, as Rights Agent (the “Rights Agent”).
FORM OF SUPPORT AGREEMENTSupport Agreement • June 27th, 2022 • Epizyme, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of June 27, 2022, is entered into by and among Ipsen Pharma SAS, a French société par actions simplifiée (“Parent”), Hibernia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Ipsen Biopharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (“Purchaser”), and each of the stockholders of Epizyme, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as in effect on the date hereof and in the form attached as Exhibit A hereto); provided, that, any amendment, waiver or other alteration of any defined term therein shall have no force or effect for purposes of this Agreement.
AGREEMENT AND PLAN OF MERGER by and among EPIZYME, INC., HIBERNIA MERGER SUB, INC. and IPSEN PHARMA SAS Dated as of June 27, 2022Merger Agreement • June 27th, 2022 • Epizyme, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 27th day of June, 2022, by and among Ipsen Pharma SAS, a French société par actions simplifiée (the “Parent”), Hibernia Merger Sub, Inc. (the “Purchaser”), a Delaware corporation and wholly owned subsidiary of Ipsen Biopharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, and Epizyme, Inc., a Delaware corporation (the “Company”).
COMPANION DIAGNOSTICS AGREEMENT BETWEEN EPIZYME, INC. and EISAI CO., LTD. on the one side AND ROCHE MOLECULAR SYSTEMS, INC. on the other sideCompanion Diagnostics Agreement • March 1st, 2022 • Epizyme, Inc. • Pharmaceutical preparations • Delaware
This Companion Diagnostics Agreement (“Agreement”) is entered into and made effective this 18th day of December 2012 (the “Effective Date”) by and between Epizyme, Inc., having a place of business at 325 Vassar Street, Cambridge, Massachusetts 02139, U.S.A. (“Epizyme”) and Eisai Co., Ltd., having a place of business at Koishikawa 4-6-10, Bunkyo-ku, Tokyo 112-8088, Japan (individually, “Eisai” and collectively with Epizyme, “Pharmaceutical Partners”) on the one side and Roche Molecular Systems, Inc., having a place of business at 4300 Hacienda Drive, Pleasanton, California 94588, U.S.A. (“RMS”) on the other side.
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT among CELGENE RIVOT LTD., CELGENE CORPORATION and EPIZYME, INC.Collaboration and License Agreement • August 6th, 2015 • Epizyme, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into and made effective as of the 8th day of July, 2015 (the “Effective Date”) among Epizyme, Inc., a Delaware corporation having its principal place of business at 400 Technology Square, 4th Floor, Cambridge, Massachusetts 02139, U.S.A. (“EPIZYME”), Celgene RIVOT Ltd., having its principal place of business at Clarendon House, 2 Church Street Hamilton, HM 11 Bermuda (“CELGENE”), and, solely for the purposes set forth in Section 13.21, Celgene Corporation, a Delaware corporation having its principal place of business at 86 Morris Avenue, Summit, New Jersey 07901 (“PARENT”). EPIZYME and CELGENE are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
GUARANTY AND SECURITY AGREEMENT Dated as of November 18, 2019 by EPIZYME, INC. (as Borrower), andGuaranty and Security Agreement • February 27th, 2020 • Epizyme, Inc. • Pharmaceutical preparations • New York
WHEREAS, pursuant to the Loan Agreement dated as of November 4, 2019 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Borrower, the Collateral Agent and the other parties thereto, Lenders agrees to make extensions of credit to Borrower upon the terms and subject to the conditions set forth therein;
Company Letterhead]Employment Agreement • April 26th, 2013 • Epizyme, Inc. • Pharmaceutical preparations
On behalf of Epizyme, Inc. (the “Company”), I am pleased to set forth below the terms of your continued employment with the Company, which will take effect as of the date you counter-sign this letter agreement:
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT by and between EISAI CO., LTD. and EPIZYME, INC.Collaboration and License Agreement • March 16th, 2015 • Epizyme, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of the 12th day of March, 2015 (the “Restatement Date”) by and between Epizyme, Inc., a Delaware corporation having its principal place of business at 400 Technology Square, 4th Floor, Cambridge, Massachusetts 02139, U.S.A. (“EPIZYME”), and Eisai Co., Ltd., a Japan corporation, having its principal place of business at Koishikawa 4-6-10, Bunkyo-Ku, Tokyo 112-8088, Japan (“EISAI”). EPIZYME and EISAI are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
LEASE by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company and EPIZYME, INC., a Delaware corporationLease • October 31st, 2019 • Epizyme, Inc. • Pharmaceutical preparations
THIS LEASE (this “Lease”) is entered into as of this 1st day of October, 2019 (the “Execution Date”), by and between BMR-HAMPSHIRE LLC, a Delaware limited liability company (“Landlord”), and EPIZYME, INC., a Delaware corporation (“Tenant”).
DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • May 13th, 2013 • Epizyme, Inc. • Pharmaceutical preparations • New York
THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Agreement”) is effective as of February 28, 2013 (“Effective Date”), by and between Abbott Molecular Inc., a corporation organized under the laws of Delaware (“Abbott”), and Epizyme, Inc. (“Epizyme”), a corporation organized under the laws of Delaware.
LICENSE AGREEMENTLicense Agreement • November 9th, 2021 • Epizyme, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2021 (“Effective Date”) between Epizyme, Inc., a corporation organized and existing under the laws of the State of Delaware, with a principal place of business at 400 Technology Square, Cambridge, Massachusetts 02139 U.S. (“Epizyme”), and Hutchison China MediTech Investment Limited, a company organized and existing under the laws of the British Virgin Islands, with company number 2031179 and its registered office being Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Hutchmed”). Epizyme and Hutchmed may be referred to herein individually as a “Party” and collectively as the “Parties.”
Epizyme, Inc. Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • February 3rd, 2014 • Epizyme, Inc. • Pharmaceutical preparations • New York
Epizyme, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule III hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.0001 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Company Shares”), and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters the number of shares of Common Stock set forth in Schedule II hereto (the “Selling Stockholder Shares”) (such Company Shares and Selling Stockholder Shares collectively being hereinafter called the “Underwritten Securities”). The Company and the Selling Stockholders named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I and Schedule II, respectively, if any (the
COLLABORATION AND LICENSE AGREEMENT by and between EISAI CO., LTD. and EPIZYME, INC.Collaboration and License Agreement • May 13th, 2013 • Epizyme, Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of the 1st day of April, 2011 (the “Effective Date”) by and between Epizyme, Inc., a Delaware corporation having its principal place of business at 840 Memorial Drive, Cambridge, Massachusetts 02139, U.S.A. (“EPIZYME”), and Eisai Co., Ltd., a Japan corporation, having its principal place of business at Koishikawa 4-6-10, Bunkyo-Ku, Tokyo 112-8088, Japan (“EISAI”). EPIZYME and EISAI are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
WarrantWarrant Agreement • September 21st, 2021 • Epizyme, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Amendment to Collaboration and License AgreementCollaboration and License Agreement • May 13th, 2013 • Epizyme, Inc. • Pharmaceutical preparations
This Amendment (this “Amendment”) to the Collaboration and License Agreement dated as of April 1, 2011 (the “Agreement”), by and between Epizyme, Inc., a Delaware corporation (“EPIZYME”), and Eisai Co., Ltd., a Japan corporation (“EISAI”) is effective as of the 31st day of July, 2012 (the “Amendment Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
COLLABORATION AND LICENSE AGREEMENT by and between GLAXO GROUP LIMITED and EPIZYME, INC.Collaboration and License Agreement • May 13th, 2013 • Epizyme, Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into and made effective as of the 8th day of January, 2011 (the “Effective Date”) by and between Epizyme, Inc., a Delaware corporation having its principal place of business at 840 Memorial Drive, Cambridge, Massachusetts 02139, U.S.A. (“EPIZYME”), and Glaxo Group Limited, a company existing under the laws of England, having its registered office at Glaxo Wellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN, England (“GSK”). EPIZYME and GSK are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. FIRST AMENDMENT TO COMPANION DIAGNOSTICS AGREEMENTCompanion Diagnostics Agreement • January 27th, 2014 • Epizyme, Inc. • Pharmaceutical preparations
This First Amendment (“Amendment”) shall be effective as of this 31st day of May 2013 (“Amendment Effective Date”), by and between Epizyme, Inc., having a place of business at 400 Technology Square, 4th Floor, Cambridge, Massachusetts 02139, U.S.A. (“Epizyme”) and Eisai Co., Ltd., having a place of business at Koishikawa 4-6-10, Bunkyo-ku, Tokyo 112-8088, Japan (individually, “Eisai” and collectively with Epizyme, “Pharmaceutical Partners”), on the one side, and Roche Molecular Systems, Inc., having a place of business at 4300 Hacienda Drive, Pleasanton, California 94588, U.S.A. (“RMS”), on the other side, as an amendment to the Companion Diagnostics Agreement, dated 18th December 2012 (“Agreement”). Capitalized terms used in this Amendment and not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
Company Letterhead]Employment Agreement • April 26th, 2013 • Epizyme, Inc. • Pharmaceutical preparations
On behalf of Epizyme, Inc. (the “Company”), I am pleased to set forth below the terms of your continued employment with the Company, which will take effect as of the date you counter-sign this letter agreement:
ContractWarrant Agreement • February 27th, 2020 • Epizyme, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LICENSE AGREEMENTLicense Agreement • May 13th, 2013 • Epizyme, Inc. • Pharmaceutical preparations • North Carolina
The milestones set forth in clauses (a) through (e) above shall be payable only once upon achievement of such milestone by LICENSEE, its AFFILIATES’ and/or LICENSEE’s or its AFFILIATES’ sublicensees, regardless of the number of COMPANY PRODUCTS and/or LICENSED PRODUCTS developed or commercialized by LICENSEE, its AFFILIATES and/or LICENSEE’s or its AFFILIATES’ sublicensees. Each of the milestones set forth in clauses (f) and (g) shall be payable only with respect to the grant of a sublicense by LICENSEE or its AFFILIATES, as the case may be, to a non-AFFILIATE sublicensee and not with respect to the grant of any further sublicenses by any non-AFFILIATE sublicensee of LICENSEE or of its AFFILIATES.
CONSULTING AGREEMENTConsulting Agreement • October 27th, 2014 • Epizyme, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), made this 27th day of October, 2014, is entered into by Epizyme, Inc., a Delaware corporation with its principal place of business at 400 Technology Square, Cambridge, Massachusetts 02139 (the “Company”), and Eric Hedrick (the “Consultant”).
Amendment No. 5 to Collaboration and License AgreementCollaboration and License Agreement • March 12th, 2015 • Epizyme, Inc. • Pharmaceutical preparations
This Amendment (this “Amendment”) to the Collaboration and License Agreement dated as of January 8, 2011, as amended from time to time (the “Agreement”), by and between EPIZYME and GSK is effective as of the 1st day of October, 2014 (the “Amendment Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
THIRD AMENDMENT TO LEASELease Agreement • May 30th, 2017 • Epizyme, Inc. • Pharmaceutical preparations
This THIRD AMENDMENT TO LEASE (“Third Amendment”) is made as of May 18, 2017, by and between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and EPIZYME, INC., a Delaware corporation (“Tenant”).
EPIZYME, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT April 2, 2012Investor Rights Agreement • March 22nd, 2013 • Epizyme, Inc. • Pharmaceutical preparations • Delaware
This Agreement dated as of April 2, 2012 is entered into by and among Epizyme, Inc., a Delaware corporation (the “Company”) and the individuals and entities listed on Exhibit A attached hereto (individually, a “Purchaser” and, collectively, the “Purchasers”).
