Relating to [**]. Except as provided in Sections 2.3.4, 2.3.5,
2.4, 2.5, 2.6, 2.7, 2.8.3 and 2.8.4, until CELGENE's exercise of the Phase 1
Option with respect to [**], EPIZYME shall not disclose any of EPIZYME's
Confidential Information to CELGENE or its Affiliates with respect to [**] or
any Compounds Directed to [**]. If, notwithstanding the foregoing, EPIZYME
discloses any such EPIZYME Confidential Information to CELGENE or its Affiliates
(other than, for clarity, pursuant to Sections 2.8.3 and 2.8.4), such
Confidential Information shall not be considered Confidential Information for
purposes of this Agreement and CELGENE and its Affiliates shall not have any
obligation of confidentiality or non-use under Article 9 with respect to such
Confidential Information.
2.3.7 Stopping Rules. On a Shared Development Program-by-Shared Development
Program basis and, as to Available Targets for which EPIZYME is responsible for
conducting a Phase 1 Clinical Trial, on a Phase 1 Clinical Trial-by-Phase 1
Clinical Trial basis, [**].
2.4 EPIZYME Pre-IND Opt-Out.
2.4.1 Notice of Pre-IND Opt-Out. On an Available Target-by-Available Target
basis, after completion of the initial Research Plan and prior to the filing of
an IND for a Development Candidate Directed to such Available Target, if EPIZYME
determines not to proceed with further research or Development of Compound(s)
Directed to such Available Target for any reason (including, without limitation,
safety or efficacy concerns, the lack of viable Indications with respect to such
targets and other technical or scientific reasons), EPIZYME shall, after
discussing the matter within the JRC, have the right, in its sole discretion, to
exercise an "EPIZYME Pre-IND Opt-Out", pursuant to which EPIZYME shall have no
further right or obligation to participate in any research or
Development-related activities with respect to such Available Target, except as
provided in Section 2.4.2(b)(iv). EPIZYME may exercise the EPIZYME Pre-IND
Opt-Out by providing written notice to CELGENE of such election, which opt-out
shall take effect [**] days after the date of such written notice (the "EPIZYME
Pre-IND Opt-Out Date").
2.4.2 Effect of EPIZYME Pre-IND Opt-Out.
(a) In the event that CELGENE wishes to continue research and/or Development of
an applicable Available Target and Compounds, Licensed Compounds and
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Licensed Products Directed thereto after EPIZYME exercises an EPIZYME Pre-IND
Opt-Out or after EPIZYME exercises an EPIZYME Post-EOP1 Clinical Opt-Out in
accordance with clause (iii) of Section 2.5.1, CELGENE may elect to do so in its
sole discretion at its sole cost and expense within [**] days after EPIZYME's
exercise of the applicable EPIZYME Pre-IND Opt-Out or EPIZYME Post-EOP1 Clinical
Opt-Out in accordance with clause (iii) of Section 2.5.1, which election CELGENE
shall promptly notice to EPIZYME in writing within such [**] day period. Upon
such election by CELGENE, the applicable Available Target shall be deemed to be
a Selected Target and, as to such Selected Target, the CELGENE Territory shall
be the entire world, and the license under Section 5.1.3 shall automatically be
deemed granted with respect to Compounds, Licensed Compounds and Licensed
Products Directed to such Selected Target. In such