Entire Agreement
74
13.12
Independent Contractors
74
13.13
Non-solicitation of Key Employees
75
13.14
Headings; Construction; Interpretation
75
13.15
Books and Records
75
13.16
Further Actions
75
13.17
Parties in
Interest
76
13.18
Performance by Affiliates
76
13.19
Counterparts
76
13.20
Amendment and Restatement; No Novation
76
List of Exhibits
Exhibit A
-
EPIZYME Patents (as of the Restatement Date) Exhibit B
-
Transition Matters Exhibit C
-
Press Release Exhibit D
-
Asia
- iii -
AMENDED AND RESTATED COLLABORATION AND LICENSE AGREEMENT
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."
RECITALS
WHEREAS, EPIZYME possesses proprietary technology and intellectual property to
identify and develop novel, small molecule histone methyltransferase ("HMT")
inhibitors;
WHEREAS, EISAI possesses expertise in the Development and Commercialization
(each as defined below) of human pharmaceuticals;
WHEREAS, EISAI and EPIZYME previously entered into a Collaboration and License
Agreement effective April 1, 2011 (such agreement, as previously amended, the
"Prior Agreement" and such date, the "Prior Agreement Effective Date") under
which they collaborated with respect to the Development and Commercialization of
EZH2 Compounds (as defined below);
WHEREAS, EISAI and EPIZYME now desire to amend and restate the Prior Agreement
to reflect their agreement to engage in further collaborative efforts pursuant
to which EPIZYME will carry out global Development activities directed to EZH2
(as defined below) and Commercialize resulting Licensed Products (as defined
below) in the EPIZYME Territory (as defined below) and EISAI will carry out
Japan-Specific Development Activities (as defined below) directed to such
Licensed Products and Commercialize such Licensed Products in the EISAI
Territory (as defined below); and
WHEREAS, concurrently with the execution of this Agreement, EISAI and EPIZYME
are separately amending and restating their letter agreement dated December 21,
2012 regarding their Companion Diagnostics Agreement dated December 18, 2012
(the "Existing RMS Agreement") with Roche Molecular Systems, Inc., as amended
(such amended and restated letter agreement, the "Amended CDx Letter
Agreement").
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
ARTICLE 1
DEFINITIONS
As used in this Agreement, the following terms will have the meanings set forth
in this Article 1 unless context dictates otherwise:
1.1 "Affiliate" means, with respect to a Person, any other Person which,
directly or indirectly through one (1) or more intermediaries, controls, is
controlled by or is under common control with such Person, regardless of whether
such Affiliate is or becomes