TRANSACTIONS WITH RELATED PERSONS
Since January 1, 2017 we have engaged in the following transactions in which the amount involved in the transaction exceeds $120,000 and in which any of
our directors or executive officers or their immediate family members or beneficial owners of more than 5% of our voting securities had or will have a direct or indirect material interest. We believe that all of these transactions were on terms no
less favorable as could have been obtained from unrelated third parties.
Collaboration Agreement with Celgene Corporation
In April 2012, we entered into a collaboration and license agreement with Celgene to discover, develop and commercialize, in all countries other than the
United States, small molecule HMT inhibitors targeting DOT1L, including our inhibitor pinometostat
(EPZ-5676),
and any other HMT targets from our product platform, excluding the EZH2 HMT and targets covered by
our GSK collaboration, which we refer to as the available targets. Under this agreement, we are eligible to receive payments from Celgene for option fees or extensions, milestones earned under the agreement and global development
co-funding
for certain phases of development for selected targets. On July 8, 2015, we entered into an amendment and restatement of the collaboration and license agreement with Celgene pursuant to which we
received a $10.0 million upfront payment in exchange for certain modifications, including the Companys extension of Celgenes option rights to one target, the extension and broadening of Celgenes option rights to two targets,
and certain modifications and extensions to the Companys research and development obligations. To date, we have received $75.0 million of upfront payments (including $10.0 million as part of the amended and restated agreement) and
$25.0 million from the sale of our series C preferred stock to an affiliate of Celgene, of which $3.0 million was considered a premium and included as collaboration arrangement consideration for a total upfront payment of
$78.0 million. In addition, we received a $25.0 million clinical development milestone payment in 2014 and $7.0 million of global development
co-funding
through December 31, 2017.
On December 1, 2017, we entered into a consulting agreement with Michael Giordano, who was subsequently elected to our board of directors in March
2018. Under the agreement, Dr. Giordano agreed to provide consulting and advisory services related to epigenetics and our research, discovery and development portfolio. Under the agreement, Dr. Giordano agreed to work approximately 16
to 20 hours a week, and we agreed to pay him consulting fees of approximately $12,000 per week. We also agreed to reimburse Dr. Giordano for his travel expenses. The agreement may be terminated immediately by us in the event of an uncurable
breach or at any time with thirty days prior written notice to Dr. Giordano, and by Dr. Giordano with thirty days prior written notice to us in the event we breach the agreement and fail to cure the breach within thirty days of receipt of
notice of breach. Dr. Giordano also agreed that, during the term of the agreement and for one year following the expiration or termination of the agreement, he will not work as an employee or consultant for a third party on a project in which
we are directly and actively involved or which concerns a therapeutic product or product candidate in our research, discovery and development portfolio, or as a result of which Dr. Giordanos responsibilities to us would be materially
limited. Although the initial term of the agreement ended on March 31, 2018, we and Dr. Giordano agreed to extend the term of the agreement until May 31, 2018, which term may be extended for additional periods at our option and
Dr. Giordanos consent.
Policies and Procedures for Related Person Transactions
Our board of directors has adopted a written related person transaction policy to set forth policies and procedures for the review and approval or ratification
of related person transactions. This policy covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, the amount involved exceeds $120,000,
and one of our executive officers, directors, director nominees or 5% stockholders, or their immediate family members, each of whom we refer to as a related person, had or will have a direct or indirect material interest, including,
without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.
26