Common use of Retained Products Clause in Contracts

Retained Products. ZIOPHARM shall be permitted to continue the development and commercialization of any ZIOPHARM Product that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) is being Commercialized by ZIOPHARM, (ii) has received regulatory approval, (iii) is a subject of an application for regulatory approval in the Field that is pending before the applicable regulatory authority, or (iv) is the subject of at least (A) an ongoing Phase 2 clinical trial in the Field (in the case of a termination by Intrexon due to a ZIOPHARM uncured breach pursuant to Section 10.2(a) or a termination by ZIOPHARM pursuant to Section 10.3), or (B) an ongoing Phase 1 clinical trial in the Field (in the case of a termination by ZIOPHARM due to an Intrexon uncured breach pursuant to Section 10.2(a) or a termination by Intrexon pursuant to Section 10.2(b) or 10.2(c)). Such right to continue development and commercialization shall be subject to ZIOPHARM’s full compliance with the payment provisions in Article 5 and all other provisions of this Agreement that survive termination.

Retained Products. ZIOPHARM Adeona shall be permitted to continue the development and commercialization of any ZIOPHARM Adeona Product that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) is being Commercialized by ZIOPHARMAdeona, (ii) has received regulatory approval, (iii) is a subject of an application for regulatory approval in the Field that is pending before the applicable regulatory authority, or, (iv) is the subject of at least (A) an ongoing Phase 2 clinical trial in the Field (in the case of a termination by Intrexon due to a ZIOPHARM Adeona uncured breach pursuant to Section 10.2(a) or a termination by ZIOPHARM Adeona pursuant to Section 10.3), or (B) an ongoing Phase 1 clinical trial in the Field (in the case of a termination by ZIOPHARM Adeona due to an Intrexon uncured breach pursuant to Section 10.2(a) or a termination by Intrexon pursuant to Section 10.2(b10.2(c) or 10.2(c10.2(d)), or (v) Adeona has spent at least $4.5 million developing. Such right to continue development and commercialization shall be subject to ZIOPHARMAdeona’s full compliance with the payment provisions in Article 5 and all other provisions of this Agreement that survive termination.

Retained Products. ZIOPHARM shall be permitted to continue the development and commercialization of any ZIOPHARM Product that, at the time of termination, satisfies at least one of the following criteria (a “Retained Product”): (i) is being Commercialized by ZIOPHARM, (ii) has received regulatory approval, (iii) is a subject of an application for regulatory approval in the Field that is pending before the applicable regulatory authority, or (iv) is the subject of at least (A) an ongoing Phase 2 clinical trial in the Field (in the case of a termination by Intrexon due to a ZIOPHARM uncured breach pursuant to Section 10.2(a) or a termination by ZIOPHARM pursuant to Section 10.3), or (B) an ongoing Phase 1 clinical trial in the Field (in the case of a termination by ZIOPHARM due to an Intrexon uncured breach pursuant to Section 10.2(a) or a termination by Intrexon pursuant to Section 10.2(b) or 10.2(c)). Such right to continue development and commercialization shall be subject to ZIOPHARM’s full compliance with the payment provisions in Article 5 and all other provisions of this Agreement that survive termination.