0001144204-06-046539 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 13th, 2006 • Ziopharm Oncology Inc • Services-specialty outpatient facilities, nec • Illinois

This Asset Purchase Agreement is entered into as of the 3rd day of November, 2006, by and among Baxter Healthcare S.A., a Swiss corporation having offices at Hertistrasse 2, CH-8304, Wallisen, Switzerland, Baxter International, Inc., a Delaware corporation, having offices at One Baxter Parkway, Deerfield, IL 60015 and Baxter Oncology GmbH, a German corporation having offices at Kantstrasse 2, 33790 Halle/Westfalen (“Baxter Oncology”), (collectively, the “Sellers”) on the one hand, and Ziopharm Oncology, Inc. a Delaware corporation having offices at 1180 Avenue of the Americas, Suite 1920, New York, NY 10036 (the “Buyer”) on the other hand.

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LICENSE AGREEMENT
License Agreement • November 13th, 2006 • Ziopharm Oncology Inc • Services-specialty outpatient facilities, nec • Illinois

This License Agreement is entered into as of the 3rd day of November, 2006 (“Effective Date”), by and among Baxter Healthcare S.A. a Swiss corporation having offices at Hertistrasse 2, CH-8304, Wallisellen Switzerland and Baxter International, Inc. a Delaware Corporation, having offices at One Baxter Parkway, Deerfield, IL 60015 (collectively, “Baxter”) on the one hand, and Ziopharm Oncology, Inc. a Delaware corporation having offices at 197 Eighth Street, Suite 300, Charlestown, MA 02129 (“Licensee”) on the other hand.

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