Fourth Amendment to Research and Development Agreement
This Fourth Amendment to Research and Development Agreement (this Fourth Amendment) is made as of March __, 2019 and effective on October 5, 2018 (the Fourth Amendment Effective Date), by and among THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (UTMDACC), a member institution of THE UNIVERSITY OF TEXAS SYSTEM (SYSTEM), ZIOPHARM ONCOLOGY, INC., a Delaware corporation (ZIOPHARM), and PRECIGEN, INC. (PRECIGEN) (as assignee of INTREXON CORPORATION (INTREXON)).
WHEREAS, UTMDACC, ZIOPHARM and PRECIGEN are parties to that certain Research and Development Agreement, dated August 17, 2015, as previously amended (the MDACC Research Agreement); and
WHEREAS, ZIOPHARM, INTREXON, and PRECIGEN entered into that certain Exclusive License Agreement, dated October 5, 2018 (the Exclusive License Agreement), and Section 3.2(a) of the Exclusive License Agreement requires PRECIGEN and INTREXON to use diligent good faith efforts to amend the MDACC Research Agreement or otherwise make such arrangements as are reasonably necessary to ensure that the full benefit of all future contractual rights under the MDACC Research Agreement vest in ZIOPHARM and to secure future rights for ZIOPHARM equivalent to those it would enjoy from having the MDACC Research Agreement assigned to it as of the Effective Date of the Exclusive License Agreement; and
WHEREAS, UTMDACC, ZIOPHARM and PRECIGEN now wish to amend the MDACC Research Agreement pursuant to Section 3.2(a) of the Exclusive License Agreement such that future rights accrue to ZIOPHARM.
NOW, THEREFORE, in consideration of the foregoing premises and of other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as of the Fourth Amendment Effective Date as follows:
1. The last sentence of the introductory paragraph is hereby deleted and replaced with the following:
ZIOPHARM is referenced herein as the LICENSEE for rights accruing on and after October 5, 2018 under the MDACC Research Agreement as amended and with exceptions as below. Notwithstanding the forgoing, nothing in this Fourth Amendment alters the rights between the parties with respect to the Exclusive License Agreement that accrued prior to the Fourth Amendment Effective Date.
2. The first sentence of Sections 3.1(B)(2) of the MDACC Research Agreement is hereby replaced with the following:
(2) ZIOPHARM shall have two (2) members of the JSC and UTMDACC shall have one (1) member.