Epizyme, Inc. Shares 1 Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • May 13th, 2013 • 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 I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $0.0001 par value (“Common Stock”) of the Company (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 additional shares of Common Stock to cover over-allotments, if any (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 I 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. C
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 • May 13th, 2013 • 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.
COLLABORATION AND LICENSE AGREEMENT among CELGENE INTERNATIONAL SÀRL, CELGENE CORPORATION 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 2nd day of April, 2012 (the “Effective Date”) among Epizyme, Inc., a Delaware corporation having its principal place of business at 325 Vassar Street Suite 2B, Cambridge, Massachusetts 02139, U.S.A. (“EPIZYME”), Celgene International Sàrl, having its principal place of business at Route de Perreux 1, 2017 Boudry, Switzerland (“CELGENE”), and, solely for the purposes of 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.”
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.
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.”
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.”
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.
