EX-10.2





 Exhibit 10.2 

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. 

CONSULTING AGREEMENT 

THIS CONSULTING AGREEMENT (“Agreement”) is made and
entered into by and between ZIOPHARM ONCOLOGY INC. (“Company”), and LAURENCE JAMES NEIL COOPER, M.D., PH.D.
(“Consultant”), effective as of April 9, 2021 (“Effective Date”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company and
Consultant is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows: 

1. ENGAGEMENT OF SERVICES. The Company hereby engages Consultant, and Consultant hereby accepts such
engagement, to perform consulting services for the Company as set forth herein. 
 1.1 Scope. Consultant shall provide Company
the consulting services, described in Exhibit A attached hereto and incorporated by reference herein (“Services”). 

1.2 Performance and Time Commitment. Consultant agrees that he shall perform all Services personally and that no other person
shall perform any Services on behalf of Consultant without the prior written consent of Company, which consent may be withheld in Company’s sole discretion. Consultant shall perform the Services at such times as may be reasonably requested by
the Company. Consultant retains the right (as limited in Section 4 and by any other agreement with the Company, including the Non-Competition Agreement (as defined in Section 7.2 herein)) to provide
services for others during the Term of this Agreement and is not required to devote Consultant’s services exclusively for the Company. Consultant shall perform the services primarily remote (such as via Microsoft Teams or telephone) but may be
available as mutually agreed upon at the Company’s principal place of business, another Company location, or at other places upon mutual agreement of the parties, with recognition of time zone differences with respect to availability if
Consultant is residing outside of the United States at any time hereafter. 
 1.3 Professional Standards. The manner and means
used by Consultant to perform the Services desired by the Company are in the sole discretion and control of Consultant. Consultant’s Services, and the results thereof, will be performed with and be the product of the highest degree of
professional skill and expertise. 
 1.4 Independent Contractor Status. It is understood and agreed that Consultant is an
independent contractor, is not an agent or employee of the Company, and is not authorized to act on behalf of the Company. Consultant agrees not to hold himself or herself out as, or give any person any reason to believe that Consultant is, an
employee, agent, joint venturer or partner of the Company. Consultant will not be eligible for any employee benefits, nor will the Company make deductions from any amounts payable to Consultant for taxes or insurance. All payroll and employment
taxes, insurance, and benefits shall be the sole responsibility of Consultant. Consultant shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, workers’ compensation,
health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. 












 1.5 Consultant will use a business facing email address for all correspondence with
ZIOPHARM and any other parties with whom Consultant may exchange information on behalf of ZIOPHARM or in the performance of services under this Agreement. Consultant will ensure that the computers and equipment used to perform services under this
Agreement will have up to date virus protection software. Consultant will allow ZIOPHARM to inspect any computer or other IT equipment utilized onsite at ZIOPHARM’s Boston or Houston office locations and used in the course of providing the
services hereunder to ensure such equipment is in compliance with reasonable and necessary security requirements for accessing ZIOPHARM’s systems. 

1.6 Company may provide Consultant with equipment for the purposes performing Services under this Agreement
(“Equipment”) at the Company’s expense. Equipment may include but not be limited to a laptop, Microsoft Office 365 account which includes email and Microsoft Office applications installed. The Equipment will be used only
by the Consultant and only for the purposes of the performing Consultant’s obligations under the Agreement. The Consultant will take reasonable care in the use and secure storage of the Equipment and will use the Equipment in compliance with
all laws and regulations. At the completion of the Services or at the Company’s request, Consultant will, unless otherwise specified, return to the Company, at the Company’s expense, the Equipment and all related materials, hardware,
software and documentation. In the event that the Equipment is damaged through negligence or misuse or is not returned in a timely manner, the cost of either the repair or replacement shall be deducted from the final payment to be made to the
Consultant for Services performed, or billed to the Consultant by the Company if no additional Service fees are due. 
 2.
COMPENSATION. As full compensation for Consultant’s services and the discharge of all Consultant’s obligations hereunder, the Company shall pay Consultant the compensation as set forth on Exhibit
A hereto. 
 3. EXPENSES. The Company shall reimburse Consultant for all valid, reasonable,
out-of-pocket expenses incurred in the performance of the Services upon presentation of reasonably detailed receipts (“Expenses”). The Company
shall reimburse Consultant for authorized travel fees and authorized Expenses incurred by Consultant, in accordance with the terms and conditions set forth in this Agreement and the Company’s Vendor Travel and Expense Reimbursement Policy
(except as modified by the last two sentences of this Section 3), upon receipt by the Company of correct and undisputed invoices from Consultant. Invoices for authorized travel fees shall include the amount of time spent traveling to and from
the location where Services are to be provided and the amount of days spent away from home on business for the Company. Invoices for authorized Expenses incurred by Consultant shall be itemized and accompanied by receipts and submitted to the
Company within thirty (30) days following the end of the calendar month in which such Expenses were incurred. All invoices submitted by Consultant shall state amounts due in US dollars and all payments by the Company shall be in US dollars. Any
authorized travel shall be business class. If business class is not available, then authorized travel shall be by first-class. 

  
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 4. NO CONFLICTS; OTHER
RELATIONSHIPS. 
 4.1 No Conflicts. Consultant certifies that no outstanding agreement or
obligation of Consultant is in conflict with any of the provisions of this Agreement, or would preclude Consultant from complying with the terms and conditions hereof. Consultant covenants and agrees not to perform any research or development
project for any third party that will be competitive with any of the Company’s existing or anticipated business. 
 4.2 Relationship
of Consultant to Third Party Employer. 
 4.2.1 If Consultant is an employee of a (“Third Party
Employer”), and is subject to certain agreements and policies of that Third Party Employer, including policies concerning consulting, conflicts of interest and intellectual property, Consultant represents that Consultant is not a party
to any existing agreement or subject to any obligation that would prevent Consultant from performing any services for the Company as contemplated in this Agreement. Consultant will ensure that any services that Consultant performs outside of the
Third Party Employer are not in conflict with any Third Party Employer policy or agreement. Consultant acknowledges that it is Consultant’s responsibility to ensure that his services to Company do not employ proprietary information of the Third
Party Employer or make use of the Third Party Employer’s time or resources without the written agreement of the Third Party Employer. Consultant covenants and agrees not to employ proprietary information of the Third Party Employer or make use
of the Third Party Employer’s time or resources in providing the Services to the Company without the prior written consent of the Company. 

4.2.2 If Consultant is required by the Third Party Employer, pursuant to applicable guidelines or policies, to make any disclosure or
take any action that conflicts with the Services to be provided by Consultant hereunder or is contrary to the terms of this Agreement, Consultant will promptly notify the Company of such obligation, specifying the nature of such disclosure or action
and identifying the applicable guideline or policy under which disclosure or action is required, prior to making such disclosure or taking such action. If any Third Party Employer-owned materials or intellectual property are used by Consultant in
the provision of Services or are used by the Company, its affiliate(s) or its sublicensee(s) in order to practice the rights granted hereunder, Consultant will be responsible for obtaining rights for the Company, its affiliates and sublicensees to
use such Third Party Employer-owned materials or intellectual property at no additional cost to the Company and will indemnify the Company against any claims, demands or causes of action by the Third Party Employer or any other third party, for use
of such materials and/or intellectual property. 
 5. MAINTAINING CONFIDENTIAL
INFORMATION. 
 5.1 Company Information. During the Term of this Agreement and in the course
of Consultant’s performance hereunder, Consultant may receive or otherwise be exposed to confidential and proprietary information relating to the Company’s and its affiliates’ business, strategies and plans, technology, know-how, data, inventions, practices and developments, such confidential and proprietary information of the Company (collectively referred to as “Confidential and Proprietary
Information”) may include but not be limited to: (i) confidential and proprietary information supplied to Consultant with the legend “Confidential” or equivalent; (ii) the Company’s marketing and customer
support strategies, financial information (including sales, costs, profits and pricing methods), internal organization, employee information, and customer lists; (iii) the Company’s technology, including, but not limited to, discoveries,
inventions, 

  
 3 













 
research and development efforts, data, software, trade secrets, processes, samples, media and/or cell lines (and procedures and formulations for producing any such samples, media and/or cell
lines), vectors, viruses, assays, plasmids, formulas, methods, product and know-how and show-how; (iv) all derivatives, improvements, additions, modifications, and
enhancements to any of the above, including any such information or material created or developed by Consultant under this Agreement; (v) information of third parties as to which the Company has an obligation of confidentiality; or
(vi) the existence and terms of this Agreement. “Confidential and Proprietary Information” shall also include all Inventions. 

5.2 Consultant expressly acknowledges the confidential and secret character of the Confidential and Proprietary Information and that the
Confidential and Proprietary Information is the sole, exclusive and extremely valuable property of the Company. Accordingly, Consultant agrees not to reproduce any of the Confidential and Proprietary Information without the prior written consent of
the Company, not to use the Confidential and Proprietary Information except in the performance of this Agreement, and not to disclose all or any part of the Confidential and Proprietary Information in any form to any third party, either during or
after the Term of this Agreement. Consultant therefore agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material
containing Confidential and Proprietary Information, whether created by Consultant, the Company or others, which shall come into Consultant’s custody or possession, shall be and are the exclusive property of the Company to be used by Consultant
only in the performance of Services by Consultant for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of Consultant shall be delivered to the Company, upon the earlier of
(i) a request by the Company or (ii) termination of this Agreement. After such delivery, Consultant shall not retain any such materials or copies thereof or any such tangible property. 

5.3 Other Employer Information. Consultant agrees not to improperly use or disclose any proprietary information or trade secrets
of Consultant’s former or concurrent employers or companies, if any, during Consultant’s engagement with the Company and not to bring onto the premises of the Company any unpublished documents or any property belonging to Consultant’s
former or concurrent employers or companies unless consented to in writing by said employers or companies. 
 5.4 Third Party
Information. Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such
information and, in some cases, to use it only for certain limited purposes. Consultant agrees, both during the Term of this Agreement and thereafter, to hold all such confidential or proprietary information in the strictest confidence and not to
disclose it to any person, firm or corporation (except in a manner that is consistent with the Company’s agreement with the third party) or use it for the benefit of anyone other than the Company or such third party (consistent with the
Company’s agreement with the third party). 
 5.5 Return of Information. Upon termination of this Agreement for any
reason, including expiration of the Term, Consultant agrees to cease using and to return to the Company all whole and partial copies and derivatives of the Confidential and Proprietary Information, whether in Consultant’s possession or under
Consultant’s direct or indirect control. 

  
 4 













 6. INVENTIONS. 

6.1 Disclosure of Inventions. Pursuant to Section 1.2 herein, Consultant retains the right (as limited in Section 4 and
by any other agreement with the Company, including the Non-Competition Agreement, as defined in Section 7.2 herein) to provide services for others during the Term of this Agreement and is not required to
devote Consultant’s services exclusively for the Company. Accordingly, the Company recognizes and acknowledges that Consultant may develop intellectual property for other parties or for himself which is independent of the Company, and unrelated
to the Services Consultant is performing for the Company. 
 Consultant shall promptly and fully disclose to the Company any and all ideas, improvements,
inventions, discoveries, methods, developments, processes, formulas, compositions, compounds, software, know-how, techniques and works of authorship learned, whether patentable or not, which are made,
conceived, developed or reduced to practice by Consultant or under Consultant’s direction or jointly with others, pursuant to the performance of the Services for the Company or tasks assigned to Consultant by the Company hereunder
(collectively, with the records described in the following sentence, “Inventions”). Consultant agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may
be required by the Company) of all work performed relating to the Services, including all proprietary information developed relating thereto, and such records shall be available to and remain the sole property of the Company at all times. 

6.2 Inventions Assigned to the Company. Consultant agrees that any and all Inventions shall be the sole and exclusive property of
the Company. Consultant hereby assigns and agrees to assign to the Company all of Consultant’s right, title and interest in and to any and all Inventions. Consultant explicitly acknowledges and agrees that all works of authorship contained in
the Inventions are “works for hire” under the copyright laws of the United States, and that the Company shall own the copyright in all such works of authorship. Consultant further agrees that the Company is and shall be vested with all
rights, title and interests, including patent, copyright, trade secret and trademark rights, in all of Consultant’s Inventions under this Agreement. 

6.3 Obtaining Intellectual Property Protection. Consultant agrees to assist the Company in every lawful way to obtain and enforce
United States and foreign proprietary rights relating to the Inventions in any and all countries. To that end, Consultant agrees to execute, verify and deliver such documents and perform such other acts (including appearing as a witness) as the
Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such proprietary rights and the assignment thereof. In addition, Consultant agrees to execute, verify and deliver assignments of such
proprietary rights to the Company or its designee. Consultant’s obligation to assist the Company with respect to proprietary rights in any and all countries shall continue beyond the termination of Consultant’s engagement, but the Company
shall compensate Consultant at a reasonable rate after such termination for the time actually spent by Consultant at the Company’s request on such assistance. 

In the event the Company is unable for any reason, after reasonable effort, to secure Consultant’s signature on any document needed in
connection with the actions specified in the preceding paragraph, Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and on


  
 5 













 
behalf of Consultant to execute, verify and file, with the same legal force and effect as if executed by Consultant, any such documents and to do all other lawfully permitted acts to further the
purposes of the preceding paragraph. Consultant hereby waives and quitclaims to the Company any and all claims of any nature whatsoever which Consultant now or may hereafter have for infringement of any proprietary rights assigned to the Company.

 6.4 Background Materials. Consultant agrees that if in the course of performing the Services, Consultant incorporates into
any Inventions developed hereunder any background materials owned by Consultant or in which Consultant has an interest (“Background Materials”), (i) Consultant shall inform the Company, in writing before incorporating
such Background Materials into any Inventions; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such Background Materials as
part of or in connection with such Inventions. Consultant shall not incorporate any Background Materials owned by any third party into any Inventions without the Company’s prior written permission. 

7. TERM; TERMINATION. 

7.1 Term. The term of this Agreement will commence on the Effective Date and, unless renewed by mutual written agreement of the
Company and Consultant or terminated earlier as set forth in this Agreement, shall expire on the third anniversary of the Effective Date (“Term”). 

7.2 Termination During Year 1. Consultant may not terminate this Agreement within the first year following the Effective Date.
Should Consultant nevertheless do so, then (in addition to the effects set forth in Section 7.5 below) the Company’s sole and exclusive remedy shall be that Consultant shall forfeit all rights to the 2021 bonus of $143,250 under
Section 2(iii) of the Separation Agreement, and if already paid, then Consultant agrees to reimburse such amount within thirty (30) days after termination. The Company may terminate this Agreement at any time on or before the first
anniversary of the Effective Date by giving seven (7) days’ written notice to Consultant. If such termination is by the Company within the first year following the Effective Date is without Cause (as defined below), or is by Consultant for
Good Reason (as defined below) within the first year following the Effective Date, then the Company shall waive Sections 3 and 4 only of the Invention, Non-Disclosure and
Non-Competition Agreement between the Parties dated May 5, 2015 (as amended) (the “Non-Competition Agreement”). For purposes of this
Agreement, the following definitions shall apply: 
 “Cause” shall mean any of the following: (i) the willful or
negligent failure, disregard or refusal by Consultant to perform the Services for a period of fifteen (15) business days after Consultant has been given written notice thereof; (ii) any act by Consultant that, in the reasonable opinion of
a majority of the Company’s Board of Directors (the “Board”), has the effect of injuring the business or reputation of the Company of any of its affiliates; (iii) misconduct by the Consultant in respect of the
duties or obligations of Consultant under this Agreement, including, without limitation, insubordination with respect to lawful directives received by Consultant from the Company relating to the Services to be performed hereunder for a period of
fifteen (15) business days after Consultant has been given written notice thereof; (iv) Consultant’s conviction of any felony or a misdemeanor involving moral turpitude (including entry of a nolo contender plea); (v) the determination
by a majority of the Board after a good faith investigation by the Board following a written 

  
 6 













 
allegation by an employee of the Company, that Consultant engaged in any conduct prohibited by law (including, without limitation, harassment or discrimination); (vi) any misappropriation or
embezzlement of the property of the Company of its affiliates (whether or not constituting a misdemeanor or felony); (vii) a material breach by Consultant of any of the provisions of this Agreement or the Separation Agreement between Consultant and
the Company dated April __, 2021 (the “Separation Agreement”). 
 “Good Reason” shall mean
any of the following: (i) any reduction in Consultant’s remuneration payable hereunder; or (b) a material breach by the Company of this Agreement or the Separation Agreement. 

7.3 Termination After Year 1. After the first anniversary of the Effective Date, either party may terminate this Agreement at any
time by giving fourteen (14) days’ written notice to the other party. 
 7.4 Termination for Breach. This Agreement
may be terminated immediately by either party by giving notice of termination to the other party if the other party shall have failed to remedy any material breach of this Agreement within thirty (30) days of receiving written notice of such
breach. 
 7.5 Effects of Termination. In the event of any termination of this Agreement prior to completion of the Services,
Consultant shall cease work immediately after giving or receiving such notice or termination, unless otherwise advised by the Company, shall return to the Company all Confidential and Proprietary Information, Inventions, and other materials
belonging to the Company, and shall notify the Company in writing of fees and expenses incurred in providing the Services up to the termination date. Unless this Agreement is terminated by the Company with Cause (as defined above ) or by Consultant
within the first year following the Effective Date for other than Good Reason (as defined above), then to the extent Consultant has any unvested restricted stock or options with the Company, they will immediately vest (and, as applicable, become
exercisable) as of the effective date of such termination. 
 7.6 Survival. Sections 1.6, 4.2.2, 5, 6, 7, 9, 10, 11, 12, 13, 14
and 15 of this Agreement shall survive any termination of this Agreement. 
 8. COMPLIANCE WITH
APPLICABLE LAWS. Consultant warrants that all material supplied and work performed under this Agreement complies with or will comply with all applicable federal, state, local, foreign or other
government or any applicable governmental, regulatory or administrative agency, commission, body or other authority to the extent applicable to the Services provided hereunder. 

9. ASSIGNMENT; BENEFIT. This Agreement is for the personal services of Consultant and may not be
assigned by Consultant, nor shall it be assignable by operation of law, without the prior written consent of the Company. This Agreement may be assigned at any time by the Company. The parties’ rights and obligations under this Agreement will
bind and inure to the benefit of their respective successors, heirs, executors, and administrators and permitted assigns. 

  
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 10. LEGAL AND EQUITABLE REMEDIES.
Consultant hereby acknowledges and agrees that in the event of any breach of this Agreement by Consultant, including, without limitation, the actual or threatened disclosure of any Confidential and Proprietary Information including Inventions
without the prior express written consent of the Company, the Company will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, Consultant
hereby agrees that the Company shall be entitled to specific performance of Consultant’s obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction. The remedies set forth herein are
cumulative and are not intended to limit any right or remedy available to the Company at law or equity. 
 11. GOVERNING
LAW; JURY WAIVER; SEVERABILITY. This Agreement shall be governed by and construed according to the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws
rules thereof that would cause the application of the law of a different jurisdiction. The parties agree that any action, demand, claim or counterclaim relating to this Agreement shall be commenced in the Commonwealth of Massachusetts in a court of
competent jurisdiction, and the parties hereby consent to the personal jurisdiction and venue of such court(s). The parties agree that any dispute relating to this Agreement shall be tried by a judge alone, and each party hereby waives and forever
renounces the right to a trial before a civil jury in any such dispute. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall be severed and the remainder of this Agreement shall
continue in full force and effect. 
 12. NO DEBARMENT. Consultant represents and
warrants that Consultant has not been debarred by the FDA under 21 U.S.C. 335a (Section 306, Federal Food, Drug and Cosmetic Act) or any foreign equivalent. Consultant will notify the Company immediately in the event of any debarment or
threat of debarment occurring during the Term or thereafter. The Company shall have the right to terminate this Agreement immediately by written notice in the event of any such debarment or threatened debarment. 

13. COMPLETE UNDERSTANDING; MODIFICATION. This Agreement, together with its Exhibit,
constitutes the final, exclusive and complete understanding and agreement of the Company and Consultant with respect to the subject matter hereof, and supersede all prior negotiations, obligations representations, understandings or agreements,
whether written or oral, with respect to such subject matter. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by a Company officer. For the avoidance of doubt, the following
agreements between Company and Consultant shall remain in full force and effect in accordance with their respective terms: (i) the Separation Agreement dated April 5, 2021; (ii) the Non-Competition
Agreement (as defined in Section 7.2 herein); (iii), any equity awards, grants or agreements; and (iv) the Indemnity Agreement dated May 5, 2015, 

14. NOTICES. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or
at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or sent by certified or registered mail, three days after the date of mailing. 

If to the Company: 
 ZIOPHARM
Oncology Inc. 
 One First Avenue, 

  
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 Parris Building 34, Navy Yard Plaza 

Boston, MA 02129 
 Attn: Legal
Department 
 If to Consultant: 
 15.
Counterparts. This Agreement may be executed in any number of counterparts, including via e-mail delivery of a portable document format (*.pdf) data file or similar electronic means, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. 
 16. Headings. The paragraph headings
contained herein are included solely for convenience of reference and shall not control or affect the meaning or interpretation of any of the provisions of this Agreement. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first set forth above. 
  

					
	ZIOPHARM ONCOLOGY INC. 	  	LAURENCE JAMES NEIL COOPER
			
	By:	  	 /s/ Heidi M. Hagen
	  	 /s/ Laurence James Neil Cooper

		  	Heidi M. Hagen:	  	
		  	Chief Executive Officer	  	
		
	Date: April 5, 2021	  	Date: April 5, 2021


  
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 EXHIBIT A 

SERVICES AND FEES 

 

	1.	 Consulting Duties. 



(a) During the Term, Consultant shall provide the following services to the Company under the direction of Heidi M. Hagen, Chief Executive Officer (the
“Services”): 
  

	 	•	 	 Actively participate on the Company’s Scientific Advisory Board 



 

	 	•	 	 [***] 


  

	 	•	 	 Assist in the [***] 


  

	 	•	 	 Advise and, as reasonably requested, speak on the Company’s underlying science 



 

	 	•	 	 Advise and assist the Company’s scientific leadership (including the Executive Vice President of Cell
Therapy and the Vice President of Immunology) as needed 


  

	 	•	 	 Assist, advise and consult with the Company’s Chief Executive Officer as needed 



 

	 	•	 	 Attend Joint Steering Committees meetings for the MD Anderson Cancer Center as needed 



 

	 	•	 	 Attend Eden BioCell Joint Steering Committee meetings as needed 



 

	 	•	 	 Support [***] 


  

	 	•	 	 Other matters as reasonably requested by the Company and mutually agreed to by Consultant 



(b) Consultant agrees to furnish the Company with written reports with respect to the Services upon request. 

 

	2.	 Remuneration and Payment Schedule. 



(a) In consideration for the Services rendered by Consultant during the Term, the Company shall pay Consultant annual fees as follows (the
“Fees”): (i) for April 1, 2021 to March 31, 2022 - $573,000; (ii) for April 1, 2022 to March 31, 2023 - $300,000; and (iii) for April 1, 2023 to March 31, 2024 - $300,000. Consultant shall
provide invoices to the Company on a quarterly basis. Such invoices shall: (i) provide the pro-rated portion of the applicable annual Fee; and (ii) set forth any authorized expenses and provide
supporting documentation thereof. 
 (b) Any invoices for authorized Expenses in accordance with Section 3 herein may be submitted by email to
apinvoices@ziopharm.com or by mail to: 

  
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 ZIOPHARM Oncology Inc. 

One First Avenue, 
 Parris
Building 34, Navy Yard Plaza 
 Boston, MA 02129 

Attn: Accounts Payable 
 Undisputed invoices will
be paid within forty five (45) days of receipt. 

  
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