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
ThisAgreement 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 thePHS within the Department of Health and Human Services (“HHS”).
This Cover Page identifies the Parties to thisAgreement:
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, Parris Building #34, Navy Yard Plaza, Boston, MA 02129,
created and operating under the laws of Delaware.
Tax ID No.: 84-1475642
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 TOL-190-2019/0
This is the first amendment (“FirstAmendment”) of the agreement by and between theIC andLicensee having an effective date of May 28, 2019 and havingIC Reference NumberL-190-2019/0 (“Agreement”). ThisFirst Amendment, havingIC Reference NumberL-190-2019/1 includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Royalty Payment Information), and 3) AppendixA- Patent(s) or Patent Application(s).
WHEREAS, theIC and theLicensee desire that theAgreement be amended a first time as set forth below in order to bring additional patent rights within the scope of theAgreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, theIC and theLicensee, 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 theAgreement shall be amended to include the following patent applications: |
| 1. | [***] |
| 2) | Appendix A - Patent(s) or Patent Application(s) of theAgreement shall be deleted and replaced with AppendixA- Patent(s) or Patent Application(s) of thisFirst Amendment. |
| 3) | Within sixty (60) days of the execution of thisFirst Amendment,theLicensee shall pay theICan 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 thenon-creditable,non-refundable amendment issue royalty set forth in Paragraph VII of Appendix C of theAgreement for all Additional T Cell Receptors added pursuant to thisFirst Amendment. |
| 4) | In the event any provision(s) of theAgreement 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 theAgreement not herein amended remain binding and in effect. |
| 6) | The terms and conditions of thisFirstAmendment shall, at theIC’s sole option, be considered by theIC to be withdrawnfrom theLicensee’s consideration and the terms and conditions of thisFirstAmendment,and theFirstAmendmentitself, to be null and void,unless thisFirstAmendment is executedby theLicensee and a fully executed original is received by theIC within sixty (60) days from the date of theIC’s signature found at the Signature Page. |
| 7) | ThisFirstAmendment 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 TOL-190-2019/0
SIGNATURE PAGE
In Witness Whereof, the parties have executed thisFirstAmendment on the dates set forth below. Any communication or notice to be given shall be forwarded to the respective addresses listed below.
For theIC:
Richard U. Rodriguez, MBA |
Date | |||
| Associate Director | ||||
| Technology Transfer Center, National Cancer Institute |
National Institutes of Health Mailing Address orE-mail Address forAgreement notices and reports:
License Compliance and Administration
Monitoring & Enforcement
Office of Technology Transfer
National Institutes of Health
6011 Executive Boulevard, Suite 325
Rockville, Maryland 20852-3804 U.S.A.
E-mail: LicenseNotices_Reports@mail.nih.gov
For theLicensee (Upon information and belief, the undersigned expressly certifies or affirms that the contents of any statements of theLicensee made or referred to in this document are truthful and accurate.):
Signature of Authorized Official |
Date | |||
| Name: | ||||
| Title: | ||||
| I. | Official and Mailing Address forAgreement notices: |
Rob Hadfield | ||||
| Name | ||||
General Counsel | ||||
| Title | ||||
| Mailing Address: | ||||
A-506-2019
| 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, Parris Building #34 | ||||
Navy Yard Plaza | ||||
Boston, MA 02129 | ||||
|
| Email Address: | [***] | |||||
| Phone: | [***] | |||||
| Fax: | [***] | |||||
| II. | Official and Mailing Address for Financial notices (theLicensee’s contact person for royalty payments): |
Eshane Dupre | ||||
| Name | ||||
Accounts Payable | ||||
| Title | ||||
| Mailing Address: | ||||
One First Avenue, Parris Building #34 | ||||
Navy Yard Plaza | ||||
Boston, MA 02129 | ||||
| ||||
| Email Address: | [***] | |||||
| Phone: | [***] | |||||
| Fax: | [***] | |||||
Any false or misleading statements made, presented, or submitted to theGovernment, including any relevant omissions, under thisAgreement and during the course of negotiation of thisAgreement are subject to all applicable civil and criminal statutes including Federal statutes31 U.S.C.§§3801-3812 (civil liability) and18 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 |