Common use of EPIZYME Responsibilities Clause in Contracts

EPIZYME Responsibilities. During the Option Term and, with respect to each Selected Target, upon expiration of the Option Term until the effectiveness of an IND with respect to a Development Candidate Directed to the applicable Selected Target, if such IND is not filed or effectiveness is not achieved prior to expiration of the Option Term: (i) EPIZYME shall use Commercially Reasonable Efforts to conduct platform discovery activities necessary to characterize and identify Available Targets and Compounds Directed to Available Targets and Selected Targets, as applicable. In addition, EPIZYME shall be primarily responsible for the research strategy and the conduct of activities under the Research Plan. EPIZYME shall use Commercially Reasonable Efforts to perform the activities assigned to EPIZYME under the Research Plan. (ii) As between the Parties, EPIZYME shall be primarily responsible for the identification and generation of Compounds for which initial activities shall be conducted by the Parties under the Research Plan. Either Party’s compound libraries and Compounds may be screened under the Collaboration in accordance with this Section 2.2.2(a)(ii) and Section 2.2.2(a)(iii), provided that, any compound libraries and Compounds screened and any Know-How or Patents generated as a result of such screening shall be subject to ownership and assignment as provided in Section 8.1. (iii) CELGENE’s and its Affiliates’ compounds may be screened upon mutual agreement of the Parties, solely in accordance with the following procedure: (1) At any time prior to expiration of the Option Term, if the Parties mutually agree to screen CELGENE’s and its Affiliates’ compounds against an Available Target, CELGENE shall provide such compounds as selected by CELGENE as de-identified coded samples to a Third Party contract research organization (the “CRO”), mutually acceptable to the Parties, for screening against EPIZYME’s assays; provided that for such screening purposes, the identity and chemical structures of CELGENE’s compounds shall not be provided to EPIZYME or the CRO. The Parties, acting through the JRC, shall mutually agree on hit criteria for the applicable Available Target (the “Hit Criteria”) and the CRO will provide the Parties with any compound(s) that meets the Hit Criteria (each, an “Initial Hit”) and all relevant information related thereto, subject to the restrictions contained in the immediately preceding sentence. For the avoidance of doubt, CELGENE’s and its Affiliates’ compounds may not be screened after expiration of the Option Term. (2) Upon CELGENE’s written request, EPIZYME will re-screen such compound to confirm that it is an Initial Hit for the applicable Available Target, and if so confirmed, such Initial Hit shall be a “Once Confirmed Hit”. (3) Upon a CELGENE compound becoming a Once Confirmed Hit, CELGENE shall elect whether or not to introduce such compound into the Collaboration and shall notify EPIZYME in writing of such election not later than [**] days after notification that such compound is a Once Confirmed Hit. (4) Promptly after CELGENE’s election to introduce such compound into the Collaboration, CELGENE shall re-synthesize such compound, and then EPIZYME shall again confirm that the compound meets the Hit Criteria (a “Twice Confirmed Hit”). (5) Upon receipt by CELGENE of notice that such compound is a Twice Confirmed Hit, the Parties shall negotiate in good faith to execute a transfer agreement substantially in the form of Exhibit B (each, a “CELGENE Provided Compound Transfer Agreement”), which shall list the identity and chemical structure of such compound; it being understood and agreed that no information or data relating to such CELGENE Provided Compound other than its identity and chemical structure as set forth on the CELGENE Provided Compound Transfer Agreement is required to be disclosed or provided by CELGENE under this Agreement. Upon execution of the CELGENE Provided Compound Transfer Agreement, such compound shall be (A) deemed a Compound and a CELGENE Provided Compound and (B) available for further research and Development under the Research Plan and, if applicable, the Development Plan for the applicable Selected Target. For the avoidance of doubt, (x) if CELGENE notifies EPIZYME prior to re-confirmation by EPIZYME as set forth in subclause (4) above that CELGENE elects not to introduce a Once Confirmed Hit into the Collaboration or a Once Confirmed Hit fails to become a Twice Confirmed Hit, the applicable compound shall not be a Compound (except for purposes of Section 7.1) or a CELGENE Provided Compound; (y) neither EPIZYME nor the CRO shall be permitted to cross-screen any compound(s) provided under subclause (1) against any other Available Targets unless and until such compound(s) become CELGENE Provided Compound(s) as set forth in this Section 2.2.2(a)(iii); and (z) subject to Section 8.1.3(a), any compound, including Compounds, Controlled by CELGENE or any of its Affiliates as of the Effective Date or thereafter during the Term other than a Compound that is (I) provided to EPIZYME in accordance with this Section 2.2.2(a)(iii), or (II) based upon or derived from a Compound described in subclause (I) and that is synthesized, identified or discovered during the conduct of the Collaboration in accordance with this Agreement, shall not be subject to the licenses set forth in Article 5.

EPIZYME Responsibilities. During the Option Term and, with respect to each Selected Target, upon expiration of the Option Term until the effectiveness of an IND with respect to a Development Candidate Directed to the applicable Selected Target, if such IND is not filed or effectiveness is not achieved prior to expiration of the Option Term: (i) EPIZYME shall use Commercially Reasonable Efforts to conduct platform discovery activities necessary to characterize and identify Available Targets and Compounds Directed to Available Targets and Selected Targets, as applicable. In addition, EPIZYME shall be primarily responsible for the research strategy and the conduct of activities under the Research Plan. EPIZYME shall use Commercially Reasonable Efforts to perform the activities assigned to EPIZYME under the Research Plan. (ii) As between the Parties, EPIZYME shall be primarily responsible for the identification and generation of Compounds for which initial activities shall be conducted by the Parties under the Research Plan. Either Party’s compound libraries and Compounds may be screened under the Collaboration in accordance with this Section 2.2.2(a)(ii2.3.2(a)(ii) and Section 2.2.2(a)(iii2.3.2(a)(iii), provided that, any compound libraries and Compounds screened and any Know-How or Patents generated as a result of such screening shall be subject to ownership and assignment as provided in Section 8.1. (iii) CELGENE’s and its Affiliates’ compounds may be screened upon mutual agreement of the Parties, solely in accordance with the following procedure: (1) At any time prior to expiration of the Option Term, if the Parties mutually agree to screen CELGENE’s and its Affiliates’ compounds against an Available Target, CELGENE shall provide such compounds as selected by CELGENE as de-identified coded samples to a Third Party contract research organization (the “CRO”), mutually acceptable to the Parties, for screening against EPIZYME’s assays; provided that for such screening purposes, the identity and chemical structures of CELGENE’s compounds shall not be provided to EPIZYME or the CRO. The Parties, acting through the JRC, shall mutually agree on hit criteria for the applicable Available Target (the “Hit Criteria”) and the CRO will provide the Parties with any compound(s) that meets the Hit Criteria (each, an “Initial Hit”) and all relevant information related thereto, subject to the restrictions contained in the immediately preceding sentence. For the avoidance of doubt, CELGENE’s and its Affiliates’ compounds may not be screened after expiration of the Option Term. (2) Upon CELGENE’s written request, EPIZYME will re-screen such compound to confirm that it is an Initial Hit for the applicable Available Target, and if so confirmed, such Initial Hit shall be a “Once Confirmed Hit”. (3) Upon a CELGENE compound becoming a Once Confirmed Hit, CELGENE shall elect whether or not to introduce such compound into the Collaboration and shall notify EPIZYME in writing of such election not later than [**] days after notification that such compound is a Once Confirmed Hit. (4) Promptly after CELGENE’s election to introduce such compound into the Collaboration, CELGENE shall re-synthesize such compound, and then EPIZYME shall again confirm that the compound meets the Hit Criteria (a “Twice Confirmed Hit”). (5) Upon receipt by CELGENE of notice that such compound is a Twice Confirmed Hit, the Parties shall negotiate in good faith to execute a transfer agreement substantially in the form of Exhibit B (each, a “CELGENE Provided Compound Transfer Agreement”), which shall list the identity and chemical structure of such compound; it being understood and agreed that no information or data relating to such CELGENE Provided Compound other than its identity and chemical structure as set forth on the CELGENE Provided Compound Transfer Agreement is required to be disclosed or provided by CELGENE under this Agreement. Upon execution of the CELGENE Provided Compound Transfer Agreement, such compound shall be (A) deemed a Compound and a CELGENE Provided Compound and (B) available for further research and Development under the Research Plan and, if applicable, the Development Plan for the applicable Selected Target. For the avoidance of doubt, (x) if CELGENE notifies EPIZYME prior to re-confirmation by EPIZYME as set forth in subclause (4) above that CELGENE elects not to introduce a Once Confirmed Hit into the Collaboration or a Once Confirmed Hit fails to become a Twice Confirmed Hit, the applicable compound shall not be a Compound (except for purposes of Section 7.1) or a CELGENE Provided Compound; (y) neither EPIZYME nor the CRO shall be permitted to cross-screen any compound(s) provided under subclause (1) against any other Available Targets Target unless and until such compound(s) become CELGENE Provided Compound(s) as set forth in this Section 2.2.2(a)(iii2.3.2(a)(iii); and (z) subject to Section 8.1.3(a), any compound, including Compounds, Controlled by CELGENE or any of its Affiliates as of the Effective Date or thereafter during the Term other than a Compound that is (I) provided to EPIZYME in accordance with this Section 2.2.2(a)(iii2.3.2(a)(iii), or (II) based upon or derived from a Compound described in subclause (I) and that is synthesized, identified or discovered during the conduct of the Collaboration in accordance with this Agreement, shall not be subject to the licenses set forth in Article 5.