Common use of Diligence Clause in Contracts

Diligence. (a) ZIOPHARM shall use Diligent Efforts to develop and commercialize ZIOPHARM Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify ZIOPHARM that it believes it has identified a Superior Therapy, and in such case shall provide to ZIOPHARM its then-available information about such therapy. ZIOPHARM shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, ZIOPHARM shall prepare and deliver to the JSC for review and approval a development plan detailing how ZIOPHARM will pursue the Superior Therapy (including a proposed budget); (ii) ZIOPHARM shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, ZIOPHARM shall use Diligent Efforts to pursue the development of the Superior Therapy under the Cancer Program in accordance with such development plan. If ZIOPHARM fails to comply with the foregoing obligations, or if ZIOPHARM exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(b) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of ZIOPHARM’s Affiliates and any permitted sublicensees shall be attributed to ZIOPHARM for the purposes of evaluating ZIOPHARM’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) ZIOPHARM Fibrocell shall use use, and shall require its sublicensees to use, Diligent Efforts to develop and commercialize ZIOPHARM Commercialize Fibrocell Products and Improved Products. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify ZIOPHARM Fibrocell that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to ZIOPHARM Fibrocell its then-available information about such therapytherapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. ZIOPHARM Fibrocell shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, ZIOPHARM Fibrocell shall prepare and deliver to the JSC for review and approval a development plan detailing how ZIOPHARM Fibrocell will pursue the Superior Therapy (including a proposed budget); (ii) ZIOPHARM Fibrocell shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, ZIOPHARM Fibrocell shall use Diligent Efforts to pursue the development of the Superior Therapy under the Cancer Fibroblast Program in accordance with such development plan. If ZIOPHARM Fibrocell fails to comply with the foregoing obligations, or if ZIOPHARM Fibrocell unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(b10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of ZIOPHARMFibrocell’s Affiliates and any permitted sublicensees shall be attributed to ZIOPHARM Fibrocell for the purposes of evaluating ZIOPHARMFibrocell’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) ZIOPHARM Synthetic shall use use, and shall require its sublicensees to use, Diligent Efforts to develop and commercialize ZIOPHARM Synthetic Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify ZIOPHARM Synthetic that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to ZIOPHARM Synthetic its then-available information about such therapytherapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. ZIOPHARM Synthetic shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, ZIOPHARM Synthetic shall prepare and deliver to the JSC for review and approval a development plan detailing how ZIOPHARM Synthetic will pursue the Superior Therapy (including a proposed budget); (ii) ZIOPHARM Synthetic shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, ZIOPHARM Synthetic shall use Diligent Efforts to pursue the development of the Superior Therapy under the Cancer Anti-Infectives Program in accordance with such development plan. If ZIOPHARM Synthetic fails to comply with the foregoing obligations, or if ZIOPHARM Synthetic unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(b10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of ZIOPHARMSynthetic’s Affiliates and any permitted sublicensees shall be attributed to ZIOPHARM Synthetic for the purposes of evaluating ZIOPHARMSynthetic’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) ZIOPHARM Oragenics shall use use, and shall require its Product Sublicensees to use, Diligent Efforts to develop and commercialize ZIOPHARM Commercialize Oragenics Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify ZIOPHARM Oragenics that it believes it has identified a Superior Therapy, and in such case Intrexon shall provide to ZIOPHARM Oragenics its then-available information about such therapytherapy and reasonable written support for its conclusion that the therapy constitutes a Superior Therapy. ZIOPHARM Oragenics shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, ZIOPHARM Oragenics shall prepare and deliver to the JSC for review and approval a development plan detailing how ZIOPHARM Oragenics will pursue the Superior Therapy (including a proposed budget); (ii) ZIOPHARM Oragenics shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, ZIOPHARM Oragenics shall use Diligent Efforts to pursue the development of the Superior Therapy under the Cancer Program in accordance with such development plan. If ZIOPHARM Oragenics fails to comply with the foregoing obligations, or if ZIOPHARM Oragenics unreasonably exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(b10.2(c) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of ZIOPHARM’s Oragenics’ Affiliates and any permitted sublicensees shall be attributed to ZIOPHARM Oragenics for the purposes of evaluating ZIOPHARM’s Oragenics’ fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) ZIOPHARM shall use Diligent Efforts to develop and commercialize ZIOPHARM Products. (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify ZIOPHARM that it believes it has identified a Superior Therapy, and in such case shall provide to ZIOPHARM its then-available information about such therapy. ZIOPHARM shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, ZIOPHARM shall prepare and deliver to the JSC for review and approval a development plan detailing how ZIOPHARM will pursue the Superior Therapy (including a proposed budget); (ii) ZIOPHARM shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, ZIOPHARM shall use Diligent Efforts to pursue the development of the Superior Therapy under the Cancer GvHD Program in accordance with such development plan. If ZIOPHARM fails to comply with the foregoing obligations, or if ZIOPHARM exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(b) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of ZIOPHARM’s Affiliates and any permitted sublicensees shall be attributed to ZIOPHARM for the purposes of evaluating ZIOPHARM’s fulfillment of the obligations set forth in this Section 4.5.

Diligence. (a) ZIOPHARM shall use Diligent Efforts to develop and commercialize ZIOPHARM Products. . (b) Without limiting the generality of the foregoing, Intrexon may, from time to time, notify ZIOPHARM that it believes it has identified a Superior Therapy, and in such case shall provide to ZIOPHARM its then-available information about such therapy. ZIOPHARM shall have the following obligations with respect to such proposed Superior Therapy: (i) within sixty (60) days after such notification, ZIOPHARM shall prepare and deliver to the JSC for review and approval a development plan detailing how ZIOPHARM will pursue the Superior Therapy (including a proposed budget); (ii) ZIOPHARM shall revise the development plan as directed by the JSC; and (iii) following approval of the development plan by the JSC, ZIOPHARM shall use Diligent Efforts to pursue the development of the Superior Therapy under the Cancer Program in accordance with such development plan. If ZIOPHARM fails to comply with the foregoing obligations, or if ZIOPHARM exercises its casting vote at the JSC to either (x) prevent the approval of a development plan for a Superior Therapy; (y) delay such approval more than sixty (60) days after delivery of the development plan to the JSC; or (z) approve a development plan that is insufficient in view of the nature and magnitude of the opportunity presented by the Superior Therapy, then Intrexon shall have the termination right set forth in Section 10.2(b) (subject to the limitation set forth therein). For clarity, any dispute arising under this 4.5, including any dispute as to whether a proposed project constitutes a Superior Therapy (as with any other dispute under this Agreement) shall be subject to dispute resolution in accordance with Article 11. (c) The activities of ZIOPHARM’s Affiliates and any permitted sublicensees shall be attributed to ZIOPHARM for the purposes of evaluating ZIOPHARM’s fulfillment of the obligations set forth in this Section 4.5.