Common use of Research Programs Clause in Contracts

Research Programs. 5.1 UTMDACC hereby transfers and agrees to transfer to ZIOPHARM the TRANSFERRED RESEARCH PROGRAMS existing as of the EFFECTIVE DATE and grants LICENSEE the exclusive rights to use the RESEARCH PROGRAM TECHNOLOGY RIGHTS, subject to the retained rights in Sections 3.3 and 3.4, ARTICLE XIV, APPLICABLE LAW and any rights and consents of third parties. Promptly after the EFFECTIVE DATE, the parties agree to discuss in good faith the best manner to effectuate such transfers. In addition, subject to the retained rights in Sections 3.3 and 3.4, ARTICLE XIV, APPLICABLE LAW and any rights and consents of third parties, and to the best of its ability, UTMDACC will transfer to ZIOPHARM the TRANSFERRED RESEARCH PROGRAMS and transfer or license the RESEARCH PROGRAM TECHNOLOGY RIGHTS, under a research and development agreement to be negotiated and entered into between UTMDACC and LICENSEE (the “R&D AGREEMENT”). Pending the completion and execution of the R&D AGREEMENT and subject to the rights granted to LICENSEE in this AGREEMENT, UTMDACC shall continue with the conduct of the TRANSFERRED RESEARCH PROGRAMS in the normal course provided that UTMDACC will not enter into any new third party research or funding contracts with respect to the TRANSFERRED RESEARCH PROGRAMS without LICENSEE’s written consent. 5.2 During the three (3) year period commencing on the effective date of the R&D AGREEMENT, ZIOPHARM will fund research and development at UTMDACC related to the TRANSFERRED RESEARCH PROGRAMS in the minimum amounts of $15 million per year and maximum amounts of $20 million per year, provided, however, that (a) the scope and subject matter of such work will be agreed to in writing in advance among UTMDACC and LICENSEE; (b) subject to APPLICABLE LAW and the rights of third parties, the R&D AGREEMENT will provide LICENSEE with a right of first refusal with respect to an exclusive license for any intellectual property rights derived from the research conducted under the R&D AGREEMENT; and (c) the first $15 million of research funding shall be payable to UTMDACC in quarterly installments of $3.75 million each that will commence ninety (90) days after the EFFECTIVE DATE with each successive installment payable three months after the due date of the prior installment, but all such amounts paid to UTMDACC will be held by UTMDACC pending the execution of the R&D AGREEMENT and will be expended only in accordance with the R&D AGREEMENT and ZIOPHARMS’s approval.