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....
Exhibit 10.23
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.
PUBLIC HEALTH SERVICE
Amendment
This Agreement is based on the model Amendment Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).
This Cover Page identifies the Parties to this Agreement:
The U.S. Department of Health and Human Services, as represented by
National Cancer Institute
an Institute or Center (hereinafter referred to as the “IC”) of the
NIH
and
Ziopharm Oncology, Inc.,
hereinafter referred to as the “Licensee”,
having offices at One First Avenue, Xxxxxx Building #00, Xxxx Xxxx Xxxxx, Xxxxxx, XX 00000,
created and operating under the laws of Delaware.
Tax ID No.: 00-0000000
A-506-2019
| CONFIDENTIAL -NIH |
| First Amendment of L-190-2019/0 | Final Ziopharm Oncology, Inc. |
December 16, 2019 |
| Model 10-2015 | Page 1 of 6 |
FIRST AMENDMENT TO L-190-2019/0
This is the first amendment (“First Amendment”) of the agreement by and between the IC and Licensee having an effective date of May 28, 2019 and having IC Reference Number L-190-2019/0 (“Agreement”). This First Amendment, having IC Reference Number L-190-2019/1 includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Royalty Payment Information), and 3) Appendix A- Patent(s) or Patent Application(s).
WHEREAS, the IC and the Licensee desire that the Agreement be amended a first time as set forth below in order to bring additional patent rights within the scope of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the IC and the Licensee, intending to be bound, hereby mutually agree to the following:
| 1) | The cover page’s “Serial Number(s) of Licensed Patent(s) or Patent Application(s)” section of the Agreement shall be amended to include the following patent applications: |
| 1. | [***] |
| 2) | Appendix A - Patent(s) or Patent Application(s) of the Agreement shall be deleted and replaced with Appendix A- Patent(s) or Patent Application(s) of this First Amendment. |
| 3) | Within sixty (60) days of the execution of this First Amendment, the Licensee shall pay the IC an amendment issue royalty in the sum of six hundred thousand US Dollars ($600,000.00). Payment options may be found in Attachment 1. The parties agree that the foregoing payment obligation shall be in lieu of the non-creditable, non-refundable amendment issue royalty set forth in Paragraph VII of Appendix C of the Agreement for all Additional T Cell Receptors added pursuant to this First Amendment. |
| 4) | In the event any provision(s) of the Agreement is/are inconsistent with Attachment 1, such provision(s) is/are hereby amended to the extent required to avoid such inconsistency and to give effect to the payment information in such Attachment 1. |
| 5) | All terms and conditions of the Agreement not herein amended remain binding and in effect. |
| 6) | The terms and conditions of this First Amendment shall, at the IC’s sole option, be considered by the IC to be withdrawn from the Licensee’s consideration and the terms and conditions of this First Amendment, and the First Amendment itself, to be null and void, unless this First Amendment is executed by the Licensee and a fully executed original is received by the IC within sixty (60) days from the date of the IC’s signature found at the Signature Page. |
| 7) | This First Amendment is effective upon execution by all parties. |
SIGNATURES BEGIN ON NEXT PAGE
A-506-2019
| CONFIDENTIAL -NIH |
| First Amendment of L-190-2019/0 | Final Ziopharm Oncology, Inc. |
December 16, 2019 |
| Model 10-2015 | Page 2 of 6 |
FIRST AMENDMENT TO L-190-2019/0
SIGNATURE PAGE
In Witness Whereof, the parties have executed this First Amendment on the dates set forth below. Any communication or notice to be given shall be forwarded to the respective addresses listed below.
For the IC:
|
Xxxxxxx X. Xxxxxxxxx, MBA |
Date | |||
| Associate Director | ||||
| Technology Transfer Center, National Cancer Institute |
National Institutes of Health Mailing Address or E-mail Address for Agreement notices and reports:
License Compliance and Administration
Monitoring & Enforcement
Office of Technology Transfer
National Institutes of Health
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000-0000 X.X.X.
E-mail: XxxxxxxXxxxxxx_Xxxxxxx@xxxx.xxx.xxx
For the Licensee (Upon information and belief, the undersigned expressly certifies or affirms that the contents of any statements of the Licensee made or referred to in this document are truthful and accurate.):
|
Signature of Authorized Official |
Date | |||
| Name: | ||||
| Title: | ||||
| I. | Official and Mailing Address for Agreement notices: |
| Xxx Xxxxxxxx |
||||
| Name | ||||
| General Counsel |
||||
| Title | ||||
| Mailing Address: | ||||
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| CONFIDENTIAL -NIH |
| First Amendment of L-190-2019/0 | Final Ziopharm Oncology, Inc. |
December 16, 2019 |
| Model 10-2015 | Page 3 of 6 |
| One First Avenue, Xxxxxx Building #00 |
||||
| Xxxx Xxxx Xxxxx |
||||
| Xxxxxx, XX 00000 |
||||
|
|
| Email Address: | [***] |
|||||
| Phone: | [***] |
|||||
| Fax: | [***] |
|||||
| II. | Official and Mailing Address for Financial notices (the Licensee’s contact person for royalty payments): |
| Eshane Xxxxx |
||||
| Name | ||||
| Accounts Payable |
||||
| Title | ||||
| Mailing Address: | ||||
| One First Avenue, Xxxxxx Building #00 |
||||
| Xxxx Xxxx Xxxxx |
||||
| Xxxxxx, XX 00000 |
||||
|
|
||||
| Email Address: | [***] |
|||||
| Phone: | [***] |
|||||
| Fax: | [***] |
|||||
Any false or misleading statements made, presented, or submitted to the Government, including any relevant omissions, under this Agreement and during the course of negotiation of this Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including fine(s) or imprisonment).
A-506-2019
| CONFIDENTIAL -NIH | ||||
| First Amendment of L-190-2019/0 | Final Ziopharm Oncology, Inc. |
December 16, 2019 |
| Model 10-2015 | Page 4 of 6 |
ATTACHMENT 1 – ROYALTY PAYMENT INFORMATION
New Payment Options Effective March 2018
The License Number MUST appear on payments, reports and correspondence.
[***]
A-506-2019
| CONFIDENTIAL -NIH |
| First Amendment of L-190-2019/0 | Final Ziopharm Oncology, Inc. |
December 16, 2019 |
| Model 10-2015 | Page 5 of 6 |
APPENDIX A – PATENT(S) OR PATENT APPLICATION(S)
Patent(s) or Patent Application(s):
Group A
[***]
Group B
[***]
Group C
[***]
Group D
[***]
Group E
[***]
Group F
[***]
A-506-2019
| CONFIDENTIAL -NIH |
| First Amendment of L-190-2019/0 | Final Ziopharm Oncology, Inc. |
December 16, 2019 |
| Model 10-2015 | Page 6 of 6 |
