Ziopharm Oncology Inc Sample Contracts

Ziopharm Oncology Inc – PLACEMENT AGENCY AGREEMENT (November 13th, 2018)
Ziopharm Oncology Inc – SECURITIES PURCHASE AGREEMENT (November 13th, 2018)

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 11, 2018, by and among ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.

Ziopharm Oncology Inc – REGISTRATION RIGHTS AGREEMENT (November 13th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 11, 2018, by and among ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below).

Ziopharm Oncology Inc – [FORM OF WARRANT] (November 13th, 2018)

ZIOPHARM Oncology, Inc., a corporation organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [PURCHASER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the six month anniversary of the Issuance Date (the “Initial Exercise Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [•] fully paid nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Certain capitalized terms used in this Warrant are defined in Section 15. Except as otherwise defined

Ziopharm Oncology Inc – EXCLUSIVE LICENSE AGREEMENT (November 9th, 2018)

This EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is entered into as of October 5, 2018 (the “Effective Date”) by and between ZIOPHARM ONCOLOGY, INC., a Delaware corporation, with its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 (“Ziopharm”), and PRECIGEN, INC., a Delaware corporation, with its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Precigen”), a wholly owned subsidiary of Intrexon Corporation, a Virginia corporation, with its principal place of business at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”). Ziopharm and Precigen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Intrexon is a party to: the Recitals; Section 2.2, Section 3.4, Article 13 and Section 14.13 of this Agreement.

Ziopharm Oncology Inc – Ziopharm and Precigen Redefine Relationships, Announce New License Agreement (October 9th, 2018)

BOSTON and GERMANTOWN, MD, October 9, 2018 – Ziopharm Oncology, Inc. (Nasdaq: ZIOP) and Precigen, Inc., a wholly-owned subsidiary of Intrexon Corporation (Nasdaq: XON), today announced a new definitive license agreement to replace all existing agreements between the companies that will provide Ziopharm with certain exclusive and non-exclusive rights to technology controlled by Precigen, Inc.

Ziopharm Oncology Inc – ZIOPHARM ONCOLOGY, INC. 2012 EQUITY INCENTIVE PLAN (As amended effective September 18, 2018) (September 24th, 2018)
Ziopharm Oncology Inc – January 31, 2018 Caesar J. Belbel [Address] Dear Caesar: (February 22nd, 2018)

This letter follows up on our recent discussions concerning the termination of your employment with ZIOPHARM Oncology, Inc. (the “Company1”). To assist you in your transition, the Company is offering to you certain transitional benefits in exchange for the general release of claims and other terms set forth below. Unless you rescind your assent as set forth in paragraph 10, this agreement (“Agreement”) shall be effective on the eighth (8th) day after you sign it (the “Effective Date”), at which time it shall become final and binding on all parties.

Ziopharm Oncology Inc – Ziopharm Oncology Provides Update on Standout Technologies during the 36th Annual J.P. Morgan Healthcare Conference - Controlled IL-12 advancing as drug platform as monotherapy and in combination with OPDIVO® (nivolumab) – - Non- viral T-cell platform shows potential for efficacy, scalability and cost reduction for multiple oncology targets - (January 9th, 2018)

BOSTON, MA – January 9, 2018 – Ziopharm Oncology, Inc. (Nasdaq: ZIOP), a biopharmaceutical company developing gene- and cell-based immunotherapies for cancer, today provided an update on the Company’s clinical programs and corporate development activities during the 36th Annual J.P. Morgan Healthcare Conference.

Ziopharm Oncology Inc – ZIOPHARM ONCOLOGY, INC. STOCK OPTION GRANT NOTICE (INDUCEMENT GRANT OUTSIDE OF 2012 EQUITY INCENTIVE PLAN) (September 28th, 2017)

ZIOPHARM Oncology, Inc. (the “Company”) hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is granted outside of the Company’s 2012 Equity Incentive Plan (the “Plan”), and is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan (as if it had been granted under the Plan) and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control.

Ziopharm Oncology Inc – SEVERANCE AGREEMENT (September 28th, 2017)

This Severance Agreement (“Agreement”) is made effective as of September 28, 2017 (the “Effective Date”) between David M. Mauney, MD (“Employee”) and ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), collectively referred to as the “Parties.”

Ziopharm Oncology Inc – ZIOPHARM Oncology, Inc. 9,708,738 Shares of Common Stock Underwriting Agreement (May 12th, 2017)
Ziopharm Oncology Inc – EXCLUSIVE CHANNEL PARTNER AGREEMENT (February 16th, 2017)

THIS EXCLUSIVE CHANNEL PARTNER AGREEMENT (the “Agreement”) is made and entered into effective as of January 6, 2011 (the “Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”), and ZIOPHARM ONCOLOGY, INC., a Delaware corporation having its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 (“ZIOPHARM”). Intrexon and ZIOPHARM may be referred to herein individually as a “Party”, and collectively as the “Parties.”

Ziopharm Oncology Inc – ZIOPHARM ONCOLOGY 35th Annual J.P. Morgan Healthcare Conference January 11, 2017 (January 11th, 2017)
Ziopharm Oncology Inc – ZIOPHARM and Intrexon Announce Cooperative Research and Development Agreement with the National Cancer Institute Utilizing Sleeping Beauty System to Generate T cells Targeting Neoantigens (January 10th, 2017)

BOSTON, MA and GERMANTOWN, MD – January 10, 2017 – ZIOPHARM Oncology, Inc. (Nasdaq:ZIOP), a biopharmaceutical company focused on new immunotherapies, and Intrexon Corporation (NYSE:XON), a leader in the engineering and industrialization of biology to improve the quality of life and health of the planet, today announced the signing of a Cooperative Research and Development Agreement (CRADA) with the National Cancer Institute (NCI) for the development of adoptive cell transfer (ACT)-based immunotherapies genetically modified using the Sleeping Beauty (SB) transposon/transposase system to express T-cell receptors (TCRs) for the treatment of solid tumors.

Ziopharm Oncology Inc – ZIOPHARM Announces Clinical Data on Ad-RTS-hIL-12 Demonstrates Survival Benefits in Patients with Recurrent Brain Cancer – Data to Be Presented at the 21st Society for Neuro-Oncology Annual Meeting – – Non-clinical Study Supports Initiation of New Clinical Trial of Ad-RTS-hIL-12 in Pediatric Brain Tumors – – Company to Host Conference Call Today at 8:00a.m. ET – (November 17th, 2016)

BOSTON, MA – November 17, 2016 – ZIOPHARM Oncology, Inc. (Nasdaq: ZIOP), a biopharmaceutical company focused on new immunotherapies, today announced the presentation of both clinical and nonclinical data for Ad-RTS-hIL-12 + orally-administered veledimex for recurrent brain cancer at the 21st Annual Scientific Meeting of the Society for Neuro-Oncology (SNO) held November 17-20, 2016 in Scottsdale, Arizona. Ad-RTS-hIL-12 + veledimex is a novel viral gene therapy candidate utilizing the proprietary RheoSwitch Therapeutic System® (RTS®) technology for the controlled expression of interleukin 12 (IL-12), a critical protein for stimulating a vigorous immune response against cancers.

Ziopharm Oncology Inc – ZIOPHARM ONCOLOGY, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE SERIES 1 PREFERRED STOCK (July 1st, 2016)

I, Caesar J. Belbel, Chief Operating Officer, Executive Vice President and Chief Legal Officer of ZIOPHARM Oncology, Inc. (the “Corporation”), organized and existing under the General Corporation Law of the State of Delaware, hereby certify that the following recitals and resolution were adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law by unanimous written consent on July 1, 2016:

Ziopharm Oncology Inc – THIRD AMENDMENT TO EXCLUSIVE CHANNEL PARTNER AGREEMENT (June 30th, 2016)

This THIRD AMENDMENT TO THE EXCLUSIVE CHANNEL PARTNER AGREEMENT (the “Third Amendment”) is effective as of June 29, 2016 (the “Third Amendment Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”) and ZIOPHARM ONCOLOGY, INC., a Delaware corporation having its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 (“ZIOPHARM”). Intrexon and ZIOPHARM may be referred to herein individually as a “Party” and collectively as the “Parties.”

Ziopharm Oncology Inc – ZIOPHARM ONCOLOGY, INC. CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE SERIES 1 PREFERRED STOCK (June 30th, 2016)

Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”) and Article 4 of the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”):

Ziopharm Oncology Inc – SECURITIES ISSUANCE AGREEMENT (June 30th, 2016)

THIS SECURITIES ISSUANCE AGREEMENT (the “Agreement”), dated as of June 29, 2016, by and among ZIOPHARM Oncology, Inc., a Delaware corporation (the “Issuer”), and Intrexon Corporation, a Virginia corporation (“Intrexon”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5. Intrexon and the Issuer may be referred to herein individually as a “Party” and collectively as the “Parties.”

Ziopharm Oncology Inc – AMENDMENT TO EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (June 30th, 2016)

This AMENDMENT TO THE EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (the “Amendment”) is effective as of June 29, 2016 (the “Amendment Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”) and ZIOPHARM ONCOLOGY, INC., a Delaware corporation having its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 (“ZIOPHARM”). Intrexon and ZIOPHARM may be referred to herein individually as a “Party” and collectively as the “Parties.”

Ziopharm Oncology Inc – ZIOPHARM Jefferies Immuno-Oncology Summit April 2016 (April 7th, 2016)

This presentation contains certain forward-looking information about ZIOPHARM Oncology, Inc. that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, and in some cases can be identified by terms such as “may,” “will,” “could,” “expects,” “plans,” “anticipates,” and “believes.” These statements include, but are not limited to, statements regarding the progress, timing and results of preclinical and clinical trials involving the Company’s drug candidates, and the progress of the Company’s research and development programs. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements. These risks

Ziopharm Oncology Inc – EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (October 1st, 2015)

THIS EXCLUSIVE CHANNEL COLLABORATION AGREEMENT (the “Agreement”) is made and entered into effective as of September 28, 2015 (the “Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”), and ZIOPHARM ONCOLOGY, INC., a Delaware corporation having its principal place of business at 1 First Avenue, Parris Building #34, Navy Yard Plaza, Boston, MA 02129 (“ZIOPHARM”). Intrexon and ZIOPHARM may be referred to herein individually as a “Party”, and collectively as the “Parties.”

Ziopharm Oncology Inc – ZIOPHARM / Intrexon Graft-Versus-Host Disease Exclusive Channel Collaboration SEPTEMBER 28, 2015 (September 28th, 2015)

This presentation contains certain forward-looking information about ZIOPHARM Oncology, Inc. that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, and in some cases can be identified by terms such as “may,” “will,” “could,” “expects,” “plans,” “anticipates,” and “believes.” These statements include, but are not limited to, statements regarding the progress, timing and results of preclinical and clinical trials involving the Company’s drug candidates, and the progress of the Company’s research and development programs. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements. These risks

Ziopharm Oncology Inc – RESEARCH AND DEVELOPMENT AGREEMENT (August 21st, 2015)

This RESEARCH AND DEVELOPMENT AGREEMENT (the “AGREEMENT”) is entered into as of August 17, 2015 (the “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 INTREXON CORPORATION, a Virginia corporation (“INTREXON”). ZIOPHARM and INTREXON are referenced herein collectively as the “LICENSEE”.

Ziopharm Oncology Inc – This presentation contains certain forward-looking information about ZIOPHARM Oncology that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. Words such as "expect(s)," "feel(s)," "believe(s)," "will," "may," "anticipate(s)" and similar expressions are intended to identify forward- looking statements. These statements include, but are not limited to, statements regarding our ability to successfully develop and commerci (June 18th, 2015)
Ziopharm Oncology Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (June 2nd, 2015)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 1, 2015 (the “Effective Date”), by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with principal offices at One First Avenue, Parris Building, #34 Navy Yard Plaza, Boston, Massachusetts 02129 (the “Company”), and CAESAR J. BELBEL, presently residing at                                         (the “Employee”).

Ziopharm Oncology Inc – EMPLOYMENT AGREEMENT (May 7th, 2015)

AGREEMENT (the “Agreement”), dated as of May 5, 2015, by and between ZIOPHARM Oncology, Inc., a Delaware corporation, with and principal offices at One First Avenue, Parris Building, #34 Navy Yard Plaza, Boston, Massachusetts 02129 (the “Company”), and LAURENCE JAMES NEIL COOPER, M.D., PH.D., presently residing at 311 West 8th Street, Houston, TX 77007 (the “Employee”).

Ziopharm Oncology Inc – LICENSE AND COLLABORATION AGREEMENT (April 2nd, 2015)

This LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made as of March 27, 2015 (the “Execution Date”), by and between Intrexon Corporation, a corporation organized and existing under the laws of Virginia, having its principal place of business at 20374 Seneca Meadows Parkway, Germantown, MD 20876, USA (“Intrexon”), ARES TRADING Trading S.A., a corporation organized and existing under the laws of Switzerland, having offices at Zone Industrielle de L´Ouriettaz, 1170 Aubonne, Switzerland (“ARES TRADING”), and ZIOPHARM Oncology, Inc., a corporation organized and existing under the laws of Delaware, having its principal place of business at One First Avenue, Parris Building 34, Navy Yard Plaza, Boston, MA 02129, USA (“ZIOPHARM”). ARES TRADING, ZIOPHARM and Intrexon are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Ziopharm Oncology Inc – SECOND AMENDMENT TO EXCLUSIVE CHANNEL PARTNER AGREEMENT (April 2nd, 2015)

This SECOND AMENDMENT TO THE EXCLUSIVE CHANNEL PARTNER AGREEMENT (the “Amendment”) is effective as of March 27, 2015 (the “Amendment Effective Date”) by and between INTREXON CORPORATION, a Virginia corporation with offices at 20374 Seneca Meadows Parkway, Germantown, MD 20876 (“Intrexon”) and ZIOPHARM ONCOLOGY, INC., a Delaware corporation having its principal place of business at 1180 Avenue of the Americas, 19th Floor, New York, NY 10036 (“ZIOPHARM”). Intrexon and ZIOPHARM may be referred to herein individually as a “Party” and collectively as the “Parties”.

Ziopharm Oncology Inc – ZIOPHARM Oncology, Inc. 10,000,000 Shares of Common Stock Underwriting Agreement (February 4th, 2015)
Ziopharm Oncology Inc – ZIOPHARM Oncology, Inc., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [—], 20 Debt Securities (February 2nd, 2015)

INDENTURE, dated as of [—], 20    , among ZIOPHARM ONCOLOGY, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

Ziopharm Oncology Inc – ZIOPHARM ONCOLOGY, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF (February 2nd, 2015)

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between ZIOPHARM ONCOLOGY, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).

Ziopharm Oncology Inc – ZIOPHARM ONCOLOGY, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF (February 2nd, 2015)

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between ZIOPHARM ONCOLOGY, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).

Ziopharm Oncology Inc – ZIOPHARM ONCOLOGY, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF (February 2nd, 2015)

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [—], between ZIOPHARM ONCOLOGY, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).