CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ZIOPHARM ONCOLOGY, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO ZIOPHARM ONCOLOGY, INC. IF PUBLICLY DISCLOSED.
AMENDMENT NO. 1 TO THE
EXCLUSIVE LICENSE AGREEMENT
THIS AMENDMENT NO. 1 TO THE EXCLUSIVE LICENSE AGREEMENT, (the Amendment No. 1) effective as of October 15, 2020 (the Effective Date of Amendment No. 1), is made by and between Ziopharm Oncology, Inc., a Delaware corporation, with its principal place of business at One First Avenue, Parris Building 34, Navy Yard Plaza, Boston, MA 02129 (Ziopharm), and PGEN Therapeutics, Inc. (formerly known as Precigen, Inc.), a Delaware corporation, with its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (Precigen). Ziopharm and Precigen are sometimes referred to herein individually as a Party and collectively as the Parties.
WHEREAS, Ziopharm and Precigen entered into the Exclusive License Agreement, dated as of October 5, 2018, (the Agreement);
WHEREAS, Ziopharm and Precigen have a dispute regarding the delivery of certain information and materials under the Agreement, and have agreed to settle this dispute by entering into this Amendment No. 1; and
WHEREAS, through this Amendment No. 1, the Parties wish to compromise and fully and finally settle the above-referenced dispute, including all related matters in controversy and causes of action between them relating to the above-referenced dispute, without any admission of liability.
NOW, THEREFORE, in consideration of the mutual covenants and promises of the Parties contained herein, the sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Defined Terms. The terms in this Amendment No. 1 with initial letters capitalized shall have the meanings set forth in this Amendment No. 1 and, if not defined in this Amendment No. 1, shall have the meaning set forth in the Agreement.
2. Immediate Transfers and Deliveries. A new Section 4.1(e) of the Agreement is hereby added to read as follows:
(e) Immediate Transfers and Deliveries. Notwithstanding any other provision of the Agreement, this Section 4.1(e) together with Section 4.1(f), set forth the Parties sole obligations and rights with respect to Precigens provision or transfer to Ziopharm of Licensed Know-How relating to the IL-12 Program and Precigens inventory of IL-12 Products (including all final product, drug substance, intermediates, works-in-process, formulation materials, reference