Form 8-K Epizyme, Inc. For: Aug 01

Form 8-K Epizyme, Inc. For: Aug 01

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August 6, 2015 7:05 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1, 2015

EPIZYME, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-35945	26-1349956
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Technology Square,

Cambridge, Massachusetts

02139

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 229-5872

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02

Results of Operations and Financial Condition

On August 6, 2015, Epizyme, Inc., a Delaware corporation (the “Company”) announced its financial results for the quarter ended June 30, 2015. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information provided under Item 2.02 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 5, 2015, the Company announced that Robert Bazemore had been appointed as President and Chief Executive Officer of the Company effective as of September 10, 2015. Mr. Bazemore will succeed Robert J. Gould, Ph.D., whose resignation as President and Chief Executive Officer of the Company will also be effective September 10, 2015. Dr. Gould will remain as a member of the Company’s Board of Directors following his resignation, and Mr. Bazemore will join the Company’s Board of Directors on September 10, 2015.

Prior to accepting his position with the Company, from September 2014 to July 2015, Mr. Bazemore, 47, served as the Chief Operating Officer of Synageva BioPharma Corp., a biopharmaceutical company developing therapeutic products for rare disorders. Prior to joining Synageva, Mr. Bazemore served in increasing levels of responsibility at Johnson & Johnson, a healthcare company, including Vice President, Centocor Ortho Biotech Sales & Marketing from 2008 to 2010, President of Janssen Biotech from March 2010 to October 2013 and Vice President of Global Surgery at Ethicon from October 2013 to September 2014. Prior to Johnson & Johnson, Mr. Bazemore worked at Merck & Co., Inc. for eleven years, where he served in a variety of roles in medical affairs, sales and marketing. Mr. Bazemore is the chairman of the board of Pennsylvania Bio, a life sciences industry group. He received a B.S. in biochemistry from the University of Georgia.

Mr. Bazemore has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. Bazemore and any other person pursuant to which he was elected as an officer of the Company.

Bazemore Employment Arrangements. Mr. Bazemore has entered into an employment offer letter dated August 5, 2015 with the Company that establishes the terms of his employment with the Company, including his title, salary, bonus and eligibility for benefits. Under the employment offer letter, Mr. Bazemore’s annual base salary will be $525,000 and his annual target bonus opportunity will equal 50% of his annual base salary.

Pursuant to the employment offer letter, on August 5, 2015, the Company granted to Mr. Bazemore stock options to purchase 300,000 shares of common stock of the Company at an exercise price of $22.29 per share (the closing price on August 5, 2015). Subject to Mr. Bazemore’s continued employment with the Company, the stock options will vest as to 25% of the underlying shares on August 5, 2016 and as to an additional 2.0833% of the shares at the end of each successive month thereafter, until August 5, 2019.

Mr. Bazemore is also eligible for severance benefits under the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”). Under the Severance Plan, if the Company terminates Mr. Bazemore’s employment without cause or if he terminates his employment for good reason (each as defined in the Severance Plan) prior to or more than twelve months following a change in control (as defined in the Severance Plan), he will be entitled to receive his monthly base salary and medical benefits for twelve months following the date of such termination. If the Company terminates Mr. Bazemore’s employment without cause or he terminates his employment for good reason upon or within twelve months following a change in control, he will be entitled to receive his monthly base salary and medical benefits for eighteen months following the date of such termination and 150% of his target bonus, in both cases subject to Mr. Bazemore signing a severance agreement and release of claims.

Also in connection with Mr. Bazemore’s appointment as an officer and director of the Company, Mr. Bazemore will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.16 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333- 187982) filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2013. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Mr. Bazemore for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service as one of our officers.

Gould Consulting Arrangements. Dr. Gould has agreed to assist the Company in an advisory capacity for one year from the effective date of his resignation under the terms of a consulting agreement entered into with the Company on August 5, 2015 that will become effective upon the effectiveness of Dr. Gould’s resignation. During the term of the consulting agreement, Dr. Gould will provide consulting services to the Company and receive a monthly fee of $41,666. In addition, he will receive a one-time bonus of $175,000 at the same time that the Company pays out bonuses to its management for 2015.

The foregoing descriptions of Mr. Bazemore’s employment offer letter, the Severance Plan and Dr. Gould’s consulting agreement do not purport to be complete and are qualified in their entirety by reference to the consulting agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference, the employment offer letter, a copy of which is filed as Exhibit 10.2 to this report and is incorporated herein by reference, and the Severance Plan, a copy of which was filed as Exhibit 10.10 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333- 187982) filed with the SEC on April 26, 2013.

Effective September 10, 2015, Mr. Bazemore will assume the role of principal executive officer of the Company.

Item 7.01

Regulation FD Disclosure

On August 5, 2015, the Company issued a press release relating to Mr. Bazemore’s appointment as the Company’s President and Chief Executive Officer, and Dr. Gould’s resignation from such positions. The full text of the press release issued in connection with this announcement is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


10.1		Consulting Agreement between the Company and Robert J. Gould, Ph.D. dated August 5, 2015

10.2		Employment Offer Letter between the Company and Robert Bazemore dated August 5, 2015

99.1		Press release issued by the Company on August 6, 2015*

99.2		Press release issued by the Company on August 5, 2015*

*	The exhibits relating to Items 2.02 and 7.01 shall be deemed to be furnished, and not filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

10.1		Consulting Agreement between the Company and Robert J. Gould, Ph.D. dated August 5, 2015

10.2		Employment Offer Letter between the Company and Robert Bazemore dated August 5, 2015

99.1		Press release issued by the Company on August 6, 2015*

99.2		Press release issued by the Company on August 5, 2015*

*	The exhibits relating to Items 2.02 and 7.01 shall be deemed to be furnished, and not filed.

Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of August 5, 2015 by and between Epizyme, Inc. (the “Company”), and Robert J. Gould (together, the “Parties”).

WHEREAS, concurrent with the execution of this Agreement, Dr. Gould has delivered to the Company his resignation from his positions as President and Chief Executive Officer of the Company, effective September 10, 2015;

WHEREAS, the Company desires to engage Dr. Gould as a consultant to the Company following the effectiveness of his resignation; and

WHEREAS, Dr. Gould has agreed to provide such services pursuant to the terms and conditions set forth in this Agreement;

NOW, THEREFORE in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:

1. Services To Be Performed. Commencing upon September 10, 2015, (the “Effective Date”) and continuing for the duration of the Consultation Period (as defined below), Dr. Gould agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company (the “Services”). The Consultant agrees to devote up to (i) 1.5 days per week to the performance of the Services for the period beginning on the Effective Date and ending on December 31, 2015 and (ii) 0.5 days per week to the performance of the Services for the balance of the Consultation Period. Dr. Gould agrees to use his best efforts in the performance of the Services and agrees to cooperate with the Company’s personnel, not to interfere with the conduct of the Company’s business, and to observe all Company rules, regulations and security requirements with respect to the safety and safeguarding of persons and property.

2. Term. This Agreement shall commence upon the Effective Date and shall continue until the first anniversary of the Effective Date (such period, as it may be extended upon mutual agreement of the parties, being referred to as the “Consultation Period”), unless sooner terminated in accordance with the provisions of Section 5.

3. Consulting Benefits. The Company will provide Dr. Gould with the payments and benefits set forth below (the “Consulting Benefits”).

a. Fees. The Company will pay Dr. Gould during the Consultation Period fees at a rate of $41,666 per month (the “Fees”), which Fees shall be (i) reduced by all applicable taxes and withholdings as determined by the Company in its sole discretion, (ii) paid to Dr. Gould in accordance with the Company’s regular payroll practices and (iii) subject to a pro rata adjustment for any partial calendar month. Notwithstanding the foregoing, the Company shall not pay any Fees to Dr. Gould earlier than the date eight (8) days after Dr. Gould’s timely execution, return and non-revocation of the Release of Claims attached hereto as Exhibit A (the “Release of Claims”).

b. Bonus. At the time that the Company regularly pays out management bonuses for 2015, the Company shall pay to Dr. Gould a bonus payment of $175,000. Such bonus payment shall be paid to Dr. Gould in a lump sum payment, less all applicable taxes and withholdings as determined by the Company in its sole discretion. Upon the Effective Date, Dr. Gould shall cease to be eligible for any bonus under his offer letter with the Company dated April 13, 2013 or otherwise. Notwithstanding the foregoing, the Company shall not pay any bonus to Dr. Gould under this Section 3(b) earlier than the date eight (8) days after Dr. Gould’s timely execution, return and non-revocation of the Release of Claims.

c. COBRA. Dr. Gould’s current coverage under the Company’s group medical insurance plan will end on the Effective Date. Provided that Dr. Gould elects to continue receiving group medical insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et seq., the Company shall continue to pay the share of the premium for such coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, during the Consultation Period. The remaining balance of any premium costs, and all premium costs after the Consultation Period, shall be paid by Dr. Gould on a monthly basis for as long as, and to the extent that, Dr. Gould remains eligible for COBRA continuation. Dr. Gould should consult the COBRA materials to be provided by the Company for details regarding these benefits. Notwithstanding the foregoing, the Company shall not make any payments to Dr. Gould under this Section 3(c) earlier than the date eight (8) days after Dr. Gould’s timely execution, return and non-revocation of the Release of Claims.

d. Stock Options. Dr. Gould and the Company hereby agree that, notwithstanding any term of any outstanding stock option held by Dr. Gould as of the date hereof (the “Options”), (i) the Options shall cease vesting no later than February 15, 2016 such that any Options that are not vested as of February 15, 2016 shall be terminated and cancelled as of such date and (ii) Dr. Gould’s right to exercise the Options will terminate three months after the earlier to occur of the date Dr. Gould ceases to be an “Eligible Participant” (as defined in the Options) and the date of the Company’s 2016 Annual Meeting of Stockholders, provided that in the case of clause (ii) the Options may not be exercised after the Final Exercise Date (as defined in the Options) or at all if, under the terms of the Options, Dr. Gould’s rights to exercise the Options would have otherwise terminated immediately.

e. Reimbursement of Expenses. The Company shall reimburse Dr. Gould for all reasonable and necessary travel expenses incurred or paid by Dr. Gould in connection with, or related to, the performance of the Services under this Agreement. Dr. Gould shall submit to the Company itemized monthly statements, in a form satisfactory to the Company, of such expenses incurred in the previous month. The Company shall pay to Dr. Gould amounts shown on each such statement within 30 days after receipt thereof.

f. No Additional Consulting Benefits. Dr. Gould agrees that he shall provide the Services in exchange for the Consulting Benefits described in this Section 3 and that he is not entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments, made available to employees of the Company or any other consideration or benefits from the Company for the performance of the Services.

4. Independent Contractor. It is the express intention of the parties to this Agreement that Dr. Gould shall be an independent contractor and not an employee, agent, joint venturer or partner of the Company for any purposes whatsoever.

a. Performance of Services. Dr. Gould shall have the right to control and determine the methods, manner and means of performing the Services. In performing the Services, the amount of time devoted by Dr. Gould on any given day will be entirely within Dr. Gould’s control, and the Company will rely on Dr. Gould to put in the amount of time as is necessary to fulfill the requirements of this Agreement. Dr. Gould will provide all equipment and supplies required to perform the Services.

b. Non-Exclusivity. Dr. Gould retains the right to contract with other companies or entities for his consulting services without restriction, provided, however, that Dr. Gould remains in compliance with the terms of the Employee Confidentiality and Assignment of Inventions Agreement and the Non-Competition and Non-Solicitation Agreement that he previously executed for the benefit of the Company and which remain in full force and effect. Likewise, the Company retains a reciprocal right to contract with other companies and/or individuals for consulting services without restriction.

c. Scope of Authority. Dr. Gould is not authorized to transact business, incur obligations, sell goods, receive payments, solicit orders or assign or create any obligation of any kind, express or implied, on behalf of the Company or any of the Company’s related or affiliated entities, or to bind in any way whatsoever, or to make any promise, warranty or representation on behalf of the Company or any of the Company’s related or affiliated entities with respect to any matter, except as expressly authorized in a writing signed by an authorized representative of the Company. Dr. Gould shall not use the Company’s trade names, trademarks, service names or servicemarks without the prior approval of the Company.

5. Termination. This Agreement may be terminated by either Party prior to September 10, 2016 upon written notice to the other Party. If the Company terminates this Agreement without Cause, Dr. Gould shall continue to receive the Consulting Benefits described in Section 3 above for the remainder of the original Consultation Period. If the Company terminates this Agreement with Cause, if Dr. Gould terminates this Agreement for any reason or if Dr. Gould (A) fails to sign the Release of Claims by the close of business on September 10, 2015 or (B) effectively revokes the Release of Claims, the Company shall have no further obligation to pay the Consulting Benefits as of the date that the Agreement is terminated. For purposes of this Agreement, “Cause” means any of: (a) Dr. Gould’s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (b) a good faith finding by the Company that Dr. Gould has (i) engaged in dishonesty, willful misconduct or gross negligence, (ii) breached or threatened to breach the terms of any restrictive covenants or confidentiality agreement or any similar agreement with the Company, (iii) violated Company policies or procedures, and/or (iv) failed to perform the Services to the Company’s satisfaction, following notice of such failure by the Company and a period of 15 days to cure.

6. Invention, Non-Disclosure, Non-Competition and Non-Solicitation Obligations. Dr. Gould acknowledges and reaffirms his obligations set forth in the Employee Invention and Non-Disclosure Agreement and the Non-Competition and Non-Solicitation Agreement previously executed for the benefit of the Company, which obligations shall remain in full force and effect during the Consultation Period as if Dr. Gould were an employee of the Company under such agreements.

7. Other Agreements. Dr. Gould hereby represents that, except as Dr. Gould has disclosed in writing to the Company, Dr. Gould is not bound by the terms of any agreement with any third party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of his consultancy with the Company, to refrain from competing, directly or indirectly, with the business of such third party or to refrain from soliciting employees, customers or suppliers of such third party. Dr. Gould further represents that his performance of all the terms of this Agreement and the performance of the Services as a consultant of the Company do not and will not breach any agreement with any third party to which Dr. Gould is a party (including without limitation any nondisclosure or non-competition agreement), and that Dr. Gould will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any current or previous employer or others.

8. Warranties. Dr. Gould will assume sole responsibility for his/her compliance with applicable federal and state laws and regulations, and shall rely exclusively upon his/her own determination, or that of his/her legal advisers, that the performance of the Services and the receipt of the Consulting Benefits hereunder comply with such laws and regulations. Dr. Gould acknowledges that he is not relying upon the advice or representation of the Company with respect to the tax treatment of the Consulting Benefits.

9. Non-Assignability of Contract. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any entity with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned by him.

10. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at such address or addresses as either party shall designate to the other.

11. Complete Agreement. Dr. Gould acknowledges that this Agreement, together with the Release of Claims and the Options, contains the entire understanding between the parties and supersedes, replaces and takes precedence over any prior understanding or oral or written agreement between the parties respecting the subject matter of this Agreement, the Release of Claims or the Options. Dr. Gould further acknowledges that he is not eligible to receive any payments or benefits under the terms of his offer letter dated April 13, 2013 or the Company’s Executive Severance and Change in Control Plan. There are no representations, agreements, arrangements, nor understandings, oral or written, between the parties relating to the subject matter of this Agreement that are not fully expressed herein and in the Release of Claims.

12. Severability. In the event any provision of this Agreement shall be held invalid, the same shall not invalidate or otherwise affect in any respect any other term or terms of this Agreement, which term or terms shall remain in full force and effect.

13. Non-Waiver. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

14. Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and Dr. Gould.

15. Counterparts. This Agreement may be executed in two (2) signed counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same instrument.

16. Interpretation. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

17. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year set forth below.


EPIZYME, INC.

By:		/s/ David Mott

Title:		Director

ROBERT J. GOULD

/s/ Robert J. Gould

EXHIBIT A

RELEASE OF CLAIMS

1. Release of Claims. In exchange for the Consultation Benefits described in Section 3 of the Consulting Agreement, which Dr. Gould acknowledges he would not otherwise be entitled to receive, Dr. Gould hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of its and their respective past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature, whether known or unknown, that Dr. Gould ever had or now has against any or all of the Released Parties, including, but not limited to, any and all claims arising out of or relating to Dr. Gould’s employment with and/or service as an officer and/or director of the Company or any affiliate, or to Dr. Gould’s separation from employment with the Company or any affiliate, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; all claims arising out of the Massachusetts Fair Employment Practices Act., Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws ch. 214, § 1C, the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq. (Massachusetts law regarding payment of wages and overtime), Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Maternity Leave Act, Mass. Gen. Laws ch. 149, § 105D, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D, all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, misrepresentation, fraud, wrongful discharge, and breach of contract; all state and federal whistleblower claims to the maximum extent permitted by law; all claims to any non-vested ownership interest in the Company, contractual or otherwise; and any claim or damage arising out of Dr. Gould’s employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this Agreement prevents Dr. Gould from filing a charge with, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or a state fair employment practices agency (except that Dr. Gould acknowledges that he may not recover any monetary benefits in connection with any such claim, charge or proceeding and further waives any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such claim, charge or proceeding).

2. Nondisparagement. Dr. Gould understands and agrees that, to the extent permitted by law, he shall not make any false, disparaging, derogatory or defamatory statements to any person or entity, including, without limitation, any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company, regarding the Company or any of its respective directors, officers, employees, agents or representatives or about the Company’s business affairs or financial condition; provided, however, that nothing herein shall be construed as preventing Dr. Gould from making truthful disclosures to any governmental entity or in any litigation or arbitration.

3. Acknowledgments. Dr. Gould acknowledges that he has been given at least twenty-one (21) days to consider this Release of Claims and that the Company advised him to consult with an attorney of his own choosing prior to signing. Dr. Gould understands that he may revoke this Release of Claims for a period of seven (7) days after he signs the Release of Claims by notifying David Mott in writing of such revocation, and this Release of Claims shall not be effective or enforceable until the expiration of the seven (7) day revocation period. Dr. Gould understands and agrees that by entering into this Release of Claims, he is waiving any and all rights or claims he might have under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, and that he has received consideration beyond that to which he was previously entitled.

4. Business Expenses and Final Compensation. Dr. Gould acknowledges that he has been reimbursed by the Company for all business expenses incurred in conjunction with the performance of his employment and that no other reimbursements are owed to him. Dr. Gould further acknowledges that he has received payment in full for all services rendered in conjunction with his employment, including, without limitation, payment for all wages, bonuses, equity, commissions and accrued, unused vacation time, and that no other compensation or consideration is owed to him, including under the terms of the Company’s Executive Severance and Change in Control Plan, except as explicitly set forth herein and in the Consulting Agreement.

5. Nature of Agreement. The Parties understand and agree that this Release of Claims is a separation agreement and does not constitute an admission of liability or wrongdoing on the part of either Party.

6. Amendment. This Release of Claims shall be binding upon the Parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the Parties hereto. This Release of Claims is binding upon and shall inure to the benefit of the Parties and their respective agents, assigns, heirs, executors, successors and administrators.

7. Waiver of Rights. No delay or omission by either Party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a Party on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

8. Validity. Should any provision of this Release of Claims be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Release of Claims.

9. Voluntary Assent. Dr. Gould affirms that no other promises or agreements of any kind have been made to or with him by any person or entity whatsoever to cause him to sign this Release of Claims, and that he fully understands the meaning and intent of this Release of Claims. Dr. Gould states and represents that he has had an opportunity to fully discuss and review the terms of this Release of Claims with an attorney. Dr. Gould further states and represents that he has carefully read this Release of Claims, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs his name of his own free act.

10. Applicable Law. This Release of Claims shall be governed by the laws of the Commonwealth of Massachusetts without regard to conflict of laws provisions. The Parties hereby irrevocably submit to and acknowledge and recognize the jurisdiction of the courts of the Commonwealth of Massachusetts, or if appropriate, a federal court located in the Commonwealth of Massachusetts (which courts, for purposes of this Release of Claims, are the only courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this Release of Claims or the subject matter hereof.

11. Entire Agreement. This Release of Claims, along with the Consulting Agreement, contains and constitutes the entire understanding and agreement between the Parties hereto with respect to Dr. Gould’s separation and the settlement of claims against the Company and cancels all previous oral and written negotiations, agreements, commitments and writings in connection therewith.

12. Counterparts. This Release of Claims may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document. Facsimile and PDF signatures shall be deemed to be of equal force and effect as originals.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this Release of Claims on the date(s) indicated below.


EPIZYME, INC.


David Mott				Date
Director

TO BE SIGNED ON, BUT NOT BEFORE, SEPTEMBER 10, 2015.

I hereby agree to the terms and conditions set forth above. I have been given at least twenty-one (21) days to consider this Release of Claims and I have chosen to execute this on the date below. I intend that this Release of Claims will become a binding agreement between me and the Company if I do not revoke my acceptance in writing to David Mott within seven (7) days.



Robert J. Gould				Date

Exhibit 10.2

LOGO

August 5, 2015

Robert Bazemore

c/o Epizyme, Inc.

400 Technology Square

Cambridge, MA 02139

Dear Rob:

It is my pleasure to extend to you this offer of employment with Epizyme, Inc. (the “Company”). On behalf of the Company, I am pleased to set forth below the terms of your employment with the Company:

Employment. You will be employed to serve on a full-time basis as an employee of the Company, commencing on August 5, 2015 (the “Commencement Date”), and will be appointed President and Chief Executive Officer effective September 10, 2015. As President and Chief Executive Officer, you will be responsible for such duties as are consistent with such position, plus such other duties as may from time to time be assigned to you by the Company. You shall report to the Board of Directors of the Company (the “Board”), and you agree to devote your full business time, best efforts, skill, knowledge, attention and energies to the advancement of the Company’s business and interests and to the performance of your duties and responsibilities as an employee of the Company. You agree to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company.

Base Salary. Your base salary will be at the rate of $21,875 per semi-monthly pay period (which if annualized equals $525,000), less all applicable taxes and withholdings, to be paid in installments in accordance with the Company’s regular payroll practices. Such base salary may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company.

Discretionary Bonus. Following the end of each fiscal year and subject to the approval of the Board, you may be eligible for a retention and performance bonus, based on your performance and the Company’s performance during the applicable fiscal year, as determined by the Company in its sole discretion. The bonus payable to you for 2015, if any, will be prorated to reflect the portion of 2015 for which you served as President and Chief Executive Officer of the Company. Your target bonus is 50% of your annualized base salary. Such target bonus may be adjusted from time to time in accordance with normal business practices and in the sole discretion of the Company. You must be an active employee of the Company on the date any bonus is distributed in order to be eligible for and to earn a bonus award, as it also serves as an incentive to remain employed by the Company.

Equity. Subject to Board approval, you will receive a stock option grant under the Company’s 2013 Stock Incentive Plan (the “Plan”) for the purchase of 300,000 shares of common stock of the Company at an exercise price per share equal to the fair market value of one share of Common Stock on the date of the grant as determined by the Company in its sole discretion. The stock option grant shall be subject to all terms and other provisions set forth in the Plan and in a separate stock option agreement, including the vesting schedule. The option will vest over a four-year period with the first quarter vesting on the first anniversary of the Commencement Date and the remaining three-fourths vesting monthly in 36 equal monthly installments following the first anniversary of the Commencement Date and until fully vested on the fourth anniversary of the Commencement Date, subject to your continued employment with the Company through each vesting date.

You may also be eligible for other grants of stock or stock options as determined by and in the sole discretion of the Board. Nothing in this section shall affect your status as an employee at will, as set for below.

Benefits. You may participate in any and all benefit programs that the Company establishes and makes available to its employees from time to time, provided that you are eligible under (and subject to all provisions of) the plan documents that govern those programs. Benefits are subject to change at any time in the Company’s sole discretion.

Vacation. You will be eligible for a maximum of three (3) weeks of paid vacation per calendar year to be taken at such times as may be approved in advance by the Company. The number of vacation days for which you are eligible shall accrue at the rate of 1.25 days per month that you are employed during such calendar year. Your accrual and use of vacation time will be pursuant to Company policy, as established and as may be modified in the sole discretion of the Company from time to time.

Invention, Non-Disclosure, Non-Competition and Non-Solicitation Obligations. In exchange for your employment with the Company pursuant to the terms and conditions herein, you hereby agree to execute and adhere to the obligations set forth in the enclosed Employee Invention and Non-Disclosure Agreement, which is a condition to your employment with the Company.

At-Will Employment. This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at-will, under which both the Company and you remain free to end the employment relationship for any reason, at any time, with or without cause or notice. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company, except as otherwise explicitly set forth herein. This letter supersedes all prior understandings, whether written or oral, relating to the terms of your employment.

-2-

Severance Benefits. In recognition of your position with and value to the Company, and to provide you with assurance in the event of certain employment terminations, you have been selected to participate in the Company’s Executive Severance and Change in Control Plan, a copy of which is enclosed with this letter.

If this letter correctly sets forth the terms under which you will be employed by the Company, please sign and return to me, no later than August 5, 2015, the enclosed duplicate of this letter and the Employee Invention and Non-Disclosure Agreement.


	Sincerely,

	By:	/s/ David Mott
		David Mott
		Director

The foregoing correctly sets forth the terms of my at-will employment with Epizyme, Inc. I am not relying on any representations other than those set forth above.

/s/ Robert Bazemore		August 5, 2015
Robert Bazemore		Date

-3-

Exhibit 99.1

LOGO

Epizyme Announces Second Quarter 2015 Financial Results and Provides Corporate Update

•

Initiated 5-arm phase 2 study of tazemetostat in NHL

•

Presenting updated data from solid tumor patients in the ongoing phase 1 study of tazemetostat at ESMO’s European Cancer Congress in Vienna, Austria on September 26, 2015

•

As of June 30, 2015, Epizyme had cash and cash equivalents of $237 million, sufficient to fund planned operations through at least the end of the second quarter of 2017

•

Announced appointment of Rob Bazemore as President and Chief Executive Officer, effective September 10

Cambridge, Mass., August 6, 2015 – Epizyme, Inc. (NASDAQ: EPZM), a clinical stage biopharmaceutical company creating novel epigenetic therapies for cancer patients, today reported business highlights and operating and financial results for the second quarter of 2015.

“As we enter the third quarter of 2015, Epizyme is in a strong position. Having regained global rights ex-Japan to tazemetostat, our lead clinical candidate, we are actively moving the program forward and expanding our clinical development activities,” said Robert Gould, Ph.D., President and Chief Executive Officer, Epizyme. “The company made significant progress advancing tazemetostat during the quarter. Importantly, we initiated the phase 2 NHL study and completed the transition of development-related transition activities from Eisai. Beyond tazemetostat, we look forward to working with Celgene on the three HMT targets defined under our renewed collaboration agreement. We are on strong financial footing and are well positioned to advance the development of our clinical programs and platform. As we announced yesterday, we have selected Rob Bazemore to succeed me as President and Chief Executive Officer, positioning us for continued success into the future.”

Program Summaries

Tazemetostat (EPZ-6438):

In the second quarter of 2015, Epizyme initiated a phase 2 monotherapy trial of its lead clinical candidate, tazemetostat, in patients with relapsed or refractory non-Hodgkin lymphoma (NHL). This five-arm study will enroll up to 150 patients with germinal center diffuse large B cell lymphoma (DLBCL) or follicular lymphoma, stratified by those expressing mutant EZH2 and those expressing wild type EZH2, as well as patients with non-germinal center DLBCL. The initial data from this study is expected in mid-2016.

The phase 1 study in relapsed or refractory NHL and advanced solid tumors is ongoing, with enrollment complete in the dose escalation and dose expansion cohorts. Enrollment in the clinical pharmacology portion of the study is ongoing. Epizyme will present updated data from patients with advanced solid tumors in the phase 1 study at ESMO’s European Cancer Congress in Vienna, Austria on September 26. Additional data from patients with NHL in the phase 1 study are expected to be presented at a medical meeting before the end of 2015. Results from the phase 1 trial presented at the International Congress on Malignant Lymphoma on June 20 showed tazemetostat as a monotherapy produced durable objective responses in heavily pre-treated patients with relapsed or refractory NHL, with an acceptable safety and tolerability profile.

Epizyme intends to initiate a phase 1 clinical study in pediatric patients with INI1-negative tumors or synovial sarcoma and a phase 2 clinical study in adult patients with INI1-negative tumors or synovial sarcoma in the second half of 2015.

Pinometostat (EPZ-5676):

Epizyme will voluntarily cease patient enrollment into the phase 1 study of pinometostat in adult patients with MLL-rearranged acute leukemia in the third quarter of 2015. The decision, made together with Celgene, is based on insufficient efficacy seen to date with monotherapy treatment in this population. The company expects to present final study results after all patients conclude treatment and data analyses are complete. A separate dose-escalation study of pinometostat in pediatric patients is ongoing and enrollment is expected to be completed in the second half of 2015.

Epizyme and Celgene plan to explore pinometostat in combination with other agents based on encouraging preclinical data.

Celgene collaboration update

Subsequent to the second quarter, Epizyme amended and restated its agreement with Celgene Corporation to extend the research collaboration between the two companies for at least three additional years. Epizyme received a $10 million upfront payment in exchange for an extension of Celgene’s option rights to individually license global rights for two histone methyltransferase (HMT) targets and ex-US rights for a third HMT target. Celgene may exercise its option with respect to each of the targets at the time of the IND filing for a pre-specified license payment. Following the completion of phase 1, if Celgene chooses to continue its license for a specific target, it may do so by making an additional pre-specified license payment.

Epizyme will be responsible for leading and funding development for each target candidate through phase 1 clinical trials. Epizyme may earn total potential milestones of up to $610 million on the three targets, including up to $75 million in development milestones and license fees, $365 million in regulatory milestones, and $170 million in sales milestones. Epizyme also may earn a royalty of up to a low double-digit percentage

on worldwide net product sales relating to two of the targets, and on ex-US annual net sales relating to the third target. Epizyme retains global rights to the remainder of its preclinical pipeline.

Second Quarter 2015 Financial Results

Collaboration Revenue: Collaboration revenue was $0.7 million in the second quarter of 2015 and $1.6 million for the six months ended June 30, 2015 compared with $9.5 million and $22.9 million in the comparable periods of 2014. The decline in collaboration revenue primarily reflects the completion of our research obligations under the Eisai agreement by the end of 2014 and under the GSK agreement by January 2015, as well as a decrease in revenue recognized under the Celgene agreement due to the Company’s satisfaction of certain of its performance obligations under the agreement during Q4 2014.

R&D Expenses: Research and development expenses were $20.6 million for the second quarter 2015 and $77.6 million for the six months ended June 30, 2015 compared to $17.5 million and $32.8 million for the comparable periods of 2014. The expansion of tazemetostat clinical trials and related EZH2 activities and the $40.0 million upfront payment to Eisai in the first quarter of 2015 drove the increase in spending in comparison to the three and six months ended June 30, 2014. Epizyme expects development expenses will continue to increase in 2015 as compared to 2014 since the Company is now solely responsible for funding tazemetostat clinical trials and related development costs outside of Japan.

G&A Expenses: General and administrative expenses were $6.0 million for the second quarter 2015 and $11.2 million for the six months ended June 30, 2015 compared with $5.3 million and $10.3 million in the comparable periods in 2014. The increase in G&A expense was largely related to the increased infrastructure to support the expanding clinical development program and an increase in patent filings. We expect G&A expense to increase slightly as compared to current spending levels for the remainder of 2015.

Net Loss: Net loss was $25.8 million in the second quarter 2015 and $87.1 million for the six months ended June 30, 2015 compared with $13.4 million and $20.3 million in the comparable periods in 2014.

Cash and Cash Equivalents: Cash and cash equivalents as of June 30, 2015 were $236.7 million, compared with $190.1 million as of December 31, 2014. Epizyme’s follow-on public offering in March 2015 raised $117.0 million in proceeds before expenses and the exercise of the underwriters’ over-allotment option provided an additional $13.7 million in proceeds before expenses. The company received an upfront payment of $10.0 million under the amended and restated collaboration and license agreement with Celgene in July 2015. The company expects that, based on its current operating plan, cash and equivalents will be sufficient to fund its operating expenses and capital expenditure requirements through at least the end of the second quarter of 2017 prior to including any potential license fees or future milestone payments.

Shares Outstanding: Shares outstanding as of June 30, 2015 were 41.2 million. Weighted average shares outstanding were 41.1 million and 38.1 million for the three and six months ended June 30, 2015 respectively and 33.2 million and 32.1 million for the comparable periods in 2014.

Conference Call Information

Epizyme will host a conference call and live audio webcast today at 7:30 a.m. ET to discuss second quarter 2015 financial results and provide a corporate update. To participate in the conference call, please dial (877) 844-6886 (domestic) or (970) 315-0315 (international) and refer to conference ID 90027895. The live webcast can be accessed under “Events and Presentations” in the Investor Relations section of the Company’s website at www.epizyme.com

The archived webcast will be available on the Company’s website beginning approximately two hours after the event.

About Epizyme, Inc.

Epizyme, Inc. is a clinical stage biopharmaceutical company creating novel epigenetic therapeutics for cancer patients. Epizyme has built a proprietary product platform that the Company uses to create small molecule inhibitors of a 96-member class of enzymes known as histone methyltransferases, or HMTs. HMTs are part of the system of gene regulation, referred to as epigenetics, that controls gene expression. Genetic alterations can result in changes to the activity of HMTs, making them oncogenic (cancer-causing). By focusing on the genetic drivers of cancers, Epizyme’s targeted science seeks to match the right medicines with the right patients.

For more information, visit www.epizyme.com and connect with us on Twitter at @EpizymeRx.

About EZH2 in Cancer

EZH2 is a histone methyltransferase (HMT) that is increasingly understood to play a potentially oncogenic role in a number of cancers. These include non-Hodgkin lymphomas, INI1-negative cancers such as malignant rhabdoid tumors, epithelioid sarcomas, synovial sarcoma, and a range of other solid tumors.

About Tazemetostat

Epizyme is developing tazemetostat for the treatment of non-Hodgkin lymphoma patients, patients with INI1-negative tumors or synovial sarcoma. Tazemetostat is a first-in-class small molecule inhibitor of EZH2 created by Epizyme using its proprietary product platform. In many human cancers, aberrant EZH2 enzyme activity results in misregulation of genes that control cell proliferation resulting in the rapid and unconstrained growth of tumor cells. Tazemetostat is the WHO International Non-Proprietary Name (INN) for compound EPZ-6438.

Tazemetostat is the second HMT inhibitor to enter human clinical development (following Epizyme’s DOT1L inhibitor, pinometostat, also known as EPZ-5676). The phase 1 and phase 2 portions of the clinical study of tazemetostat are ongoing, with additional data from the phase 1 portion expected to be reported later in 2015.

Additional information about this program, including clinical trial information, may be found here: https://clinicaltrials.gov/ct2/show/NCT01897571.

About Pinometostat

Epizyme is developing pinometostat, a small molecule inhibitor of DOT1L created with Epizyme’s proprietary product platform, for the treatment of patients with acute leukemia in which the MLL gene is rearranged due to a chromosomal translocation (MLL-r). Due to these rearrangements, DOT1L is misregulated, resulting in the increased expression of genes causing leukemia. Pinometostat is the WHO International Non-Proprietary Name (INN) for compound EPZ-5676.

Epizyme believes that pinometostat was the first HMT inhibitor to enter human clinical development. Epizyme is currently conducting a two-stage Phase 1 study in adult MLL-r patients and in May 2014, initiated a Phase 1b study of pinometostat in pediatric patients with rearrangements of the MLL gene. Additional information about this ongoing Phase 1 study can be found here: https://clinicaltrials.gov/ct2/show/NCT01684150.

Pinometostat has been granted orphan drug designation for the treatment of acute lymphoblastic leukemia (ALL) and acute myeloid leukemia (AML) by the Food and Drug Administration in the U.S. and by the European Commission in Europe.

Epizyme retains all U.S. rights to pinometostat and has granted Celgene an exclusive license to pinometostat outside of the U.S.

Cautionary Note on Forward-Looking Statements

clinical studies, availability and timing of data from ongoing clinical studies, whether interim results from a clinical trial will be predictive of the final results of the trial or the results of future trials, expectations for regulatory approvals, development progress of the Company’s companion diagnostics, availability of funding sufficient for the Company’s foreseeable and unforeseeable operating expenses and capital expenditure requirements, other matters that could affect the availability or commercial potential of the Company’s therapeutic candidates or companion diagnostics and other factors discussed in the “Risk Factors” section of our Form 10-Q most recently filed with the SEC, and in our other filings from time to time with the SEC. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward- looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.

EPIZYME, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2015		December 31, 2014
ASSETS
Cash and cash equivalents	$	236,695	$	190,095
Accounts receivable		723		2,075
Property and equipment, net		4,856		3,620
Other assets		2,720		3,413

Total assets	$	244,994	$	199,203

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable, accrued expenses and other liabilities	$	12,914	$	15,770
Capital lease obligation		1,551		—
Deferred revenue		21,623		23,151
Total stockholder’s equity		208,906		160,282

Total liabilities and stockholders’ equity	$	244,994	$	199,203

EPIZYME, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Collaboration revenue	$	736		$	9,494		$	1,647		$	22,885
Operating expenses:
Research and development		20,551			17,499			77,602			32,846
General and administrative		5,970			5,306			11,207			10,262

Total operating expenses		26,521			22,805			88,809			43,108
Loss from operations		(25,785	)		(13,311	)		(87,162	)		(20,223	)
Other income, net		26			38			77			66

Loss before income taxes		(25,759	)		(13,273	)		(87,085	)		(20,157	)
Income tax expense		—			113			—			113

Net loss	$	(25,759	)	$	(13,386	)	$	(87,085	)	$	(20,270	)

Loss per share allocable to common stockholders:
Basic and Diluted	$	(0.63	)	$	(0.40	)	$	(2.29	)	$	(0.63	)

Weighted average shares outstanding:
Basic and Diluted		41,087			33,156			38,056			32,064

Media/Investors:

Andrew Singer

Executive Vice President and Chief Financial Officer

Epizyme, Inc.

617.500.0712

[email protected]

Exhibit 99.2

LOGO

Epizyme Appoints Robert Bazemore President and Chief Executive Officer

— Outgoing President and CEO Robert Gould, Ph.D. will Continue to Serve as Member of Board of Directors —

— Transition effective September 10, 2015 —

Cambridge, Mass., August 5, 2015 - Epizyme, Inc. (NASDAQ: EPZM), a clinical stage biopharmaceutical research and development company creating novel epigenetic therapeutics for cancer patients, announced today that Robert Bazemore will succeed Robert Gould, Ph.D. as President and Chief Executive Officer of Epizyme, effective September 10, 2015. Robert Bazemore will also join the Epizyme board of directors. Dr. Gould has served on the Epizyme board of directors since 2008 and as CEO for the past five-and-a-half years. Following the transition, he will continue to serve on the board and will serve as a consultant to the company.

“After successfully transitioning the company from an early stage venture backed start-up into a publicly traded development-stage company with a broad research platform, strong balance sheet and experienced leadership team, Robert Gould has worked with the board to identify the right leadership for our next phase of growth,” said David Mott, Epizyme’s lead independent director. “We are excited to introduce Rob Bazemore as our next CEO and believe that his record of success at Synageva, Johnson & Johnson and Merck ideally position him to lead Epizyme. Rob has tremendous experience at the intersection of drug development and commercialization, and in scaling organizations. Rob also has deep expertise in oncology from his time leading Janssen Biotech. Rob’s high energy, forward-leaning leadership style will complement the culture Robert Gould has established at Epizyme.”

Dr. Gould said, “I am thrilled to welcome Rob Bazemore as our next CEO. I am pleased to have achieved much of what I set out to do when I became Epizyme’s CEO, and I look forward to supporting the company through this transition and its future growth as I return to my role as a director on the board.”

“It’s an honor to be selected to lead Epizyme into the next phase of growth,” said Rob Bazemore. “Epizyme has an extraordinary record of scientific achievement and a proven platform that continues to generate promising product candidates. I am particularly excited by the emerging clinical data for tazemetostat. I believe that tazemetostat, together with our extraordinarily talented team, financial strength and drug development engine, will enable us to build a vertically integrated, multi-product company delivering life-changing therapies to patients.”

Prior to joining Epizyme, Rob Bazemore served as Chief Operations Officer of Synageva through its acquisition in July 2015 by Alexion for $8.4 billion. At Synageva, Rob was responsible for establishing the company’s global commercial and medical organization to support the first product launch, as well as for leading the broader transition to a sustainable commercial enterprise. He was intimately involved in establishing strategy, interacting with shareholders,

analysts and the board of directors, and he was closely involved in the sale transaction to Alexion. Prior to Synageva, Rob spent 12 years in various leadership roles at several Johnson & Johnson operating businesses including Ethicon, Janssen Biotech, Centocor Ortho Biotech and Centocor. He has extensive experience leading pipeline strategy, business development, new product planning and development, marketing, and broad global commercial strategy. Most notably for Epizyme, he served as President of Janssen Biotech, an immunology and oncology business with over $7 billion in revenues. At Janssen, Rob led the integration of the Ortho Biotech and Centocor businesses. He led the commercial partnership with Pharmacyclics, which successfully launched the novel hematological malignancy product IMBRUVICA^®, and he was instrumental in the integration of Cougar Biotechnology, subsequently leading the successful launch of another novel oncology product Zytiga^®. Previously, Rob spent 11 years at Merck in various marketing, medical affairs and field sales leadership roles.

About Epizyme, Inc.

Epizyme, Inc. is a clinical stage biopharmaceutical company creating novel epigenetic therapeutics for cancer patients. Epizyme has built a proprietary product platform that the company uses to create small molecule inhibitors of a 96-member class of enzymes known as histone methyltransferases, or HMTs. HMTs are part of the system of gene regulation, referred to as epigenetics, that controls gene expression. Genetic alterations can result in changes to the activity of HMTs, making them oncogenic (cancer-causing). By focusing on the genetic drivers of cancers, Epizyme’s targeted science seeks to match the right medicines with the right patients.

For more information, visit www.epizyme.com and connect with us on Twitter at @EpizymeRx.

Cautionary Note on Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for Epizyme, Inc. and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: uncertainties inherent in the initiation of future clinical studies or expansion of ongoing clinical studies, availability and timing of data from ongoing clinical studies, expectations for regulatory approvals, development progress of the Company’s companion diagnostics, availability of funding sufficient for the Company’s foreseeable and unforeseeable operating expenses and capital expenditure requirements, other matters that could affect the availability or commercial potential of the Company’s therapeutic candidates or companion diagnostics and other factors discussed in the “Risk Factors” section of the Company’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the

future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.

Media/Investors:

Andrew Singer

Executive Vice President and Chief Financial Officer

Epizyme, Inc.

617.500.0712

[email protected]

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EPIZYME, INC.

Date: August 6, 2015

/s/ Robert J. Gould

Robert J. Gould, Ph.D.

President and Chief Executive Officer