0001193125-22-182030 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among EPIZYME, INC., HIBERNIA MERGER SUB, INC. and IPSEN PHARMA SAS Dated as of June 27, 2022

Agreement and Plan of Merger • June 27th, 2022 • Epizyme, Inc. • Pharmaceutical preparations • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  June 27th, 2022
• Company
  Epizyme, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is made and entered into as of this 27th day of June, 2022, by and among Ipsen Pharma SAS, a French société par actions simplifiée (the “Parent”), Hibernia Merger Sub, Inc. (the “Purchaser”), a Delaware corporation and wholly owned subsidiary of Ipsen Biopharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of the Parent, and Epizyme, Inc., a Delaware corporation (the “Company”).

FORM OF SUPPORT AGREEMENT

Form of Support Agreement • June 27th, 2022 • Epizyme, Inc. • Pharmaceutical preparations • Delaware

• Contract Type
  Form of Support Agreement
• Filed
  June 27th, 2022
• Company
  Epizyme, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of June 27, 2022, is entered into by and among Ipsen Pharma SAS, a French société par actions simplifiée (“Parent”), Hibernia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Ipsen Biopharmaceuticals, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (“Purchaser”), and each of the stockholders of Epizyme, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as in effect on the date hereof and in the form attached as Exhibit A hereto); provided, that, any amendment, waiver or other alteration of any defined term therein shall have no force or effect for purposes of this Agreement.

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

Value Rights Agreement • June 27th, 2022 • Epizyme, Inc. • Pharmaceutical preparations • Delaware

• Contract Type
  Value Rights Agreement
• Filed
  June 27th, 2022
• Company
  Epizyme, Inc.
• Industry
  Pharmaceutical preparations
• Jurisdiction
  Delaware

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of June 27, 2022 (this “Agreement”), is entered into by and between Ipsen Pharma SAS, a French société par actions simplifiée (“Parent”), and [•]1, as Rights Agent (the “Rights Agent”).