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Wednesday, 09/16/2015 6:02:44 AM

Wednesday, September 16, 2015 6:02:44 AM

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Full Griffin ZIOP report just out - Advanced Immunotherapies in the Queue - $21 Target - On Griffin Recommended List-Many upcoming Scientific and Clinical Presentations
Thanks to Rob Cos on the IV Board for posting this report

Griffin Securities Equity Research
Ziopharm

BUY
$21 Target

17 State Street, 3rd Floor, New York, NY 10004 • 212.509.9500 • www.griffinsecurities.com

September 15, 2015

Company Update : Biotechnology

Advanced Immunotherapies in the Queue

Ziopharm Oncology and M.D. Anderson are laying the

foundation for future adoptive cell therapies. The Company’s

CEO, Dr. Laurence Cooper, remains in charge of his lab at the

cancer center where his team is defining the properties of safe

and effective therapies for clinical evaluation.

Multiple strategies are under investigation to widen the

therapeutic index of treatments in the R&D pipeline. One

report showed that a receptor’s binding strength may be used to

differentiate between a cell overexpressing a tumor associated

antigen and a normal cell expressing the biomarker at a low level.

In other words, an intermediate binding strength has the potential

to minimize toxicity without impairing efficacy. This design

complements earlier work that demonstrated the feasibility of

producing T cells lacking endogenous T-cell receptors. Combined,

the two studies should reduce the potential for graft-versus-host

disease. Several alternatives are also being considered to avoid

a safety issue called cytokine storm. CAR T cells may be used as

an adjuvant to hematopoietic stem cell therapy for hematological

cancers; for solid tumors, surgery or an alternative treatment

may be appropriate prior to CAR T cell therapy; and other safety

measures may include controlling CAR expression or CAR T cell

activation. Finally, we note that Ziopharm is also preparing to test

CAR T cells that express a cytokine, such as interleukin-12 or -15,

to enhance their effectiveness and/or persistence in vivo.

Several events should increase excitement in the months

ahead. The Company will be presenting at six scientific meetings

before year end, and up to five CAR T-cell therapies will

be in clinical development. Besides any studies that Merck-

Serono might initiate, clinical trials are under way to evaluate

CARs for leukemia and lymphoid cancers, and a next-generation

CD19CAR.

Future clinical trials will test broad range of adoptive cell

therapies. Among the cells that may enter clinical trials in 2016

are CAR T cells with a controllable cytokine (i.e., IL-12 or

IL-15), a CAR targeting myeloid malignancies, a CAR for myeloid

malignancies and solid tumors, off-the-shelf T cells, engineered

T-cell receptor therapies, and NK cells.

Ziopharm shares are on our recommended list. We believe

presentations based on the trials of the intra-tumoral IL-12 gene

therapy Ad-RTS-IL12 and clinical data from CAR T-cell studies

will drive the Company’s valuation higher through 2016. The

data may also lead to a partnering agreement(s) with a major

pharmaceutical company. Meanwhile, Ziopharm has ample cash

to support operations into 2018. We are affirming our BUY rating

and $21 price target.



Table of Contents

Investor Considerations ................................................................................................................................................. 3

Upcoming Scientific & Clinical Presentations ............................................................................................................ 3

Improving Adoptive Cell Therapy Designs ................................................................................................................. 3

Selecting the Best CAR ............................................................................................................................................. 3

Reducing the Likelihood of Cytokine Storm ............................................................................................................. 5

Eliminating Endogenous T-Cell Receptors ............................................................................................................... 6

Enhancing CAR T Cell Performance ......................................................................................................................... 7

Use of Adoptive Cell Therapy ................................................................................................................................... 8

Future Clinical Trials of Adoptive Cell Therapies..................................................................................................... 8

2015 Clinical Trials ............................................................................................................................................... 8

Clinical Trials in 2016 and Beyond ....................................................................................................................... 9

Financial Review & Valuation Analysis ....................................................................................................................... 9

Quarterly Income Statements .................................................................................................................................... 9

Annual Income Statements ...................................................................................................................................... 10

Valuation Analysis .................................................................................................................................................. 10

Balance Sheet .......................................................................................................................................................... 11



INVESTOR CONSIDERATIONS

Dr. Laurence Cooper, who continues his ground-breaking work in immunology at the M.D. Anderson Cancer Center

while serving as Ziopharm’s CEO, is beginning to influence the Company’s commercial product development. This

report discusses areas in which his academic team’s work is optimizing immunotherapy designs to maximize the

therapeutic index. While their results are not headline-grabbers, they lay a sound foundation for the development of

safe and effective immunotherapies.

A review of the upcoming milestones the Company has set for itself suggests that the investor community will have

ample reasons to bid up the price of ZIOP shares through 2016. This year we will get some data from clinical trials

of the interleukin-12 therapy (Ad-RTS-IL12) that is being tested as a treatment for breast cancer and glioblastoma.

Meanwhile, preparations are well under way to evaluate adoptive cell therapies for a variety of hematological

cancers and solid tumors. Perhaps the most exciting will involve an allogeneic, off-the-shelf CAR T-cell, a CAR Tcell

that expresses a cytokine under the control of the RheoSwitch, and an engineered T-cell receptor that recognizes

intracellular antigens presented on the cell surface by the the major histocompatibility complex. These significant

advances underpin our BUY recommendation and $21 price target.



UPCOMING SCIENTIFIC & CLINICAL PRESENTATIONS

Sept 16 – 19 CRI-CIMT-EATI-AACR International Cancer Immunotherapy Conference

Nov 4 – 8 Society of Immunotherapy of Cancer Meeting

Nov 12 – 13 CAR-T Summit

Nov 19 – 23 Society for Neuro-Oncology Annual Meeting

Dec 5 – 8 American Society of Hematology Annual Meeting

Dec 9 – 12 San Antonio Breast Cancer Symposium



IMPROVING ADOPTIVE CELL THERAPY DESIGNS

Ziopharm is pursuing three types of immunotherapies based on CARs, engineered T cell receptors (TCRs), and

natural killer (NK) cells that are designed to target a specific tumor type. Each constitutes a different approach and

may ultimately be used in combination. CARs are only able to identify and bind with antigens found on the surface

of cells, while TCRs, which are normally created in response to antigens presented by sentinel cells (e.g.,

macrophages and dendritic cells), are the immune system’s mechanism for assessing the intracellular milieu through

fragments of proteins presented by the major histocompatibility complex. NK cells, which are members of the innate

immune system, can target malignant cells via natural cytotoxicity receptors, some of which are constitutively

expressed while others are expressed only after the cells are activated. Then, too, NK cells can be engineered to

express CARs.



M.D. Anderson has published important findings that help to optimize the therapeutic index of adoptive cell

therapies and that are likely to shape Ziopharm’s clinical development program in the near term. The following

sections summarize the results, which we believe distinguish the Company’s efforts in the field of immunotherapy.



SELECTING THE BEST CAR

The commercial success of CAR T-cells will hinge at least partly on the specificity of the therapy in recognizing

malignant growth from normal tissue. As a result, many companies working on immunotherapies have begun by

targeting CD19, a molecule that is expressed on malignant blood cells. The results have been very encouraging in

that the immunotherapies have resulted in complete remissions. But they have also come with certain unwanted

toxicities, including graft-vs-host disease (i.e., on-target, off-site destruction evidenced by elimination of normal B

cells that produce antibodies) and cytokine storm (i.e., excessive production of immune-stimulating cytokines that

can be lethal).



The M.D. Anderson team recently published one of only a few reports that examine a basic aspect of receptor-ligand

interaction that is relevant to optimizing the safety and efficacy of CARs.1 They investigated how the binding

affinity of two antibodies to a common physiological target (in this case, epidermal growth factor receptor or EGFR)

affects T cell activation. The binding elements of the antibodies cetuximab (sold as Erbitux® by Bristol-Myers

Squibb and Eli Lilly) and nimotuzumab (not commercialized in the United States) were used as CARs and tested for

their ability to activate T cells. The two antibodies are known to bind to similar sites on EGFR, but with different

affinities – cetuximab binds strongly, while nimotuzumab displays a much weaker affinity. The results were

noteworthy.



The research used two types of cells that were genetically modified to resemble tumors that overexpress EGFR, such

as glioblastoma, and normal cells that express EGFR at a low level. The experimental CAR T cells shared basic

properties, including expansion rates, cell surface markers, production of interferon-? in the presence of a cancer cell

overexpressing EGFR, and lack of lytic activity against a cell lacking EGFR. However, the two CAR T cells

differed in their activities against malignant cells that expressed EGFR at moderate levels. The cetuximab-CAR+ Tcells



lysed the cancer cells that expressed moderate levels of EGFR in vitro and in vivo, while nimotuzumab-CAR+

T-cells exhibited significantly less lytic activity, as shown in Figure 1. Hence, a CAR with low binding affinity

responded only when the tumor associated antigen was above a certain threshold. These results are consistent with

results reported elsewhere.2,3



Another important difference between the high-affinity cetuximab- and the low-affinity nimotuzumab-CAR+ T cells

was identified – the binding strength of the CAR also altered the T cell’s ability to respond to a subsequent exposure

to the antigen. As shown in Figure 2 (left chart), cetuximab- and nimotuzumab-CAR+ T cells responded

1 Caruso, HG, et al. Tuning sensitivity of CAR to EGFR density limits recognition of normal tissue while maintaining potent antitumor activity.

Cancer Res (2015); 75(17): 3505.



2 Chmielewski, M, et al. T cell activation by antibody-like immunoreceptors: Increase in affinity of the single-chain fragment domain above

threshold does not increase T cell activation against antigen-positive target cells but decreases selectivity. J Immunol (2004); 173(12): 7647.

3 Johnson, LA, et al. Rational development and characterization of humanized anti-EGFR variant III chimeric antigen receptor T cells for

glioblastoma. Sci Transl Med (2015); 7(275): 275ra22.



Figure 1. A comparison of in vivo CAR-T

cell activity against the glioblastoma cell

line U87, engineered to express EGFR at

three incremental levels over baseline – low,

medium, and high.1 (Note that the parental

U87 cells express the antigen at a low basal

level.) Five different ratios of Experimental

U87 cells-to-T cells were used to assess

lytic activity. The cetuximab-CAR+ T cells

lysed the cancer cells across the entire

EGFR gradient, while the activity of

nimotuzumab-CAR+ T cells correlated

directly with the level of EGFR expressed.

Little/no difference between the two CAR T

cells was observed at the medium and high

EGFR levels, indicating that they were

equally effective against cells

overexpressing the tumor associated

antigen. However, only the low-affinity

nimotuzumab-CAR+ T cells were able to

distinguish between the experimental

models of normal and malignant cells.



differentially to exposure to U87, with the cetuximab-CAR+ T cells producing significantly more interferon-?, whiel

the two CAR T cells responded similarly to U87high. (Note that “no target” and PMA/ionomycin are negative and

positive controls employed to show that the cells are alive and responded as expected to a placebo and a stimulating

agent.) After pre-exposure to U87 and U87high, a rechallenge to low and high levels of ERGF yielded a significantly

greater response from the nimotuzumab-CAR+ T cells versus the cetuximab-CAR+ T cells, regardless of whether

they were first conditioned with U87 (center panel) or U87high cells (right).



Figure 2. INF-? Production in Response to Rechallenge1

The importance of this research to Ziopharm is not simply identifying an opportunity to create a more efficacious

and less toxic CAR T-cell therapy. It may also differentiate the Company’s programs from those of would-be

competitors. By way of example, we note overexpression of EGFR by glioblastoma cells may be considered a

starting point for the expression of variants, including EGFRvIII. As a result, variant III, which is the most common

being found in approximately 25% of glioblastoma tumors. In contrast, EGFR is overexpressed in about 60% of the

cases.4,5 Hence, companies targeting EGFRvIII would address a smaller patient population than Ziopharm.

The market for a EGFR-CAR+ T cell therapy extends well beyond brain cancer, as the tumor associated antigen is

overexpressed in bladder, breast, cervical, colorectal, endometrial, esophageal, gastric, head and neck squamous cell,

non-small cell lung, ovarian, and prostate cancers.6,7 But the M.D. Anderson team considers glioblastoma to be an

attractive indication for the first clinical trial of an EGFR-CAR+ T cell. The central nervous system lacks notable

EGFR expression, which minimizes the potential for on-target, off-site toxicity, and high-grade glioma patients have

a very poor prognosis with the standard of care, which may render any therapeutic efficacy readily observable.

Accordingly, this may be one of the solid tumor trials that Ziopharm will initiate in 2016.



ELIMINATING ENDOGENOUS T-CELL RECEPTORS

The other source of graft-versus-host disease involves the recognition of “non-self” by donor-derived T cells’

endogenous aßTCRs that recognize major histocompatibility antigens in the recipient. The M.D. Anderson team has

demonstrated the feasibility of producing allogeneic CAR+ T cells that lack aßTCRs using zinc-finger nucleases.8

The resulting cell population was further enriched to eliminate ?dTCR+ T cells. The cells properly expressed a

CD19CAR, but were TCR negative. Moreover, they retained their proliferative capacity (equivalent to parental

cells) in response to stimulation.

4 Shinojima, N, et al. Prognostic value of epidermal growth factor receptor in patients with glioblastoma multiforme. Cancer Res (2003); 63(20):

6962.

5 Gan, HK, et al. The EGFRvIII variant in glioblastoma multiforme. J Clin Neurosci (2009); 16(6): 748.

6 Nicholson, RI, et al. EGFR and cancer prognosis. Eur J Cancer (2001); 37(suppl 4): s9.

7 Mimeault, M and Batra, SK. Molecular biomarkers of cancer stem/progenitor cells associated with progression, metastases, and treatment

resistance of aggressive cancers. Cancer Epidemiol Biomarkers Prev (2014); 23(2): 234.

8 Torikai, H, et al. A foundation for universal T-cell based immunotherapy: T cells engineered to express a CD19-specific chimeric-antigereceptor

and eliminate expression of endogenous TCR. Blood (2012); 119(24): 5697.



These modifications address the endogenous pathway that could lead to graft-versus-host disease and therefore

complements efforts directed at designing CARs capable of distinguishing between low and high expression levels

of biomarkers associated with normal and malignant cells, respectively.



REDUCING THE LIKELIHOOD OF CYTOKINE STORM

One of the toxic side effects identified in studies to date, called cytokine storm, is caused by a sudden surge in

inflammatory cytokines upon interaction of CAR T cells with the malignant cells. The M.D. Anderson team recently

determined that this potentially lethal condition can be avoided in lymphoma and leukemia patients by first

conducting a hematopoietic stem cell transplant.9 Donor-derived CD19-CAR+ T cells created with the Sleeping

Beauty transposon and employed as an adjunct to hematopoietic stem cell transplant avoided cytokine storm in the

16 patients treated. The therapy was also associated with manageable graft-versus-host disease in three of the

patients. Just as important, 50% of the patients, who were at a high risk of relapse, remained alive and in complete

remission at a median of 7.2 months (range: 2.1 – 21.3 months) following the hematopoietic stem cell therapy.

To avoid excessive cytokine release in treating solid tumors, we believe an adoptive cell therapy will be employed

as an adjunct to debulking surgery and/or treatment with Ziopharm’s Ad-RTS-IL12. (Ad-RTS-IL12 is a adenoviral

vector engineered to express IL-12 under the control of the RheoSwitch and designed to be injected directly into a

solid tumor where an oral activator ligand controls cytokine expression.) Figure 3 illustrates the different ways in

which the cytokine normally stimulates an immune attack.10 When released by an activated antigen presenting cell

(APC), the cytokine stimulates cytotoxic T and NK cells, antibody formation from B lymphocytes, and the

formation of Th1 cells that release inflammatory cytokines (e.g., IL-2, interferon-?, tumor necrosis factor-ß).



Figure 3. Antitumor Activity of Interleukin-1210

9 Kebriaei, P, et al. Donor-derived, CD19-directed, CAR-modified T cells infused after allogeneic hemaopoietic stem cell transplantation as preemptive

donor lymphocyte infusion in patients with CD19+ malignancies. Abstract #s802. Presented at the 20th Congress of the European

Hematology Association, June 11-14, 2015.

10 Lasek, W, et al. Interleukin 12: still a promising candidate for tumor immunotherapy? Cancer Immunol Immunother (2014); 63(5): 419.



ENHANCING CAR T CELL PERFORMANCE

Ziopharm is investigating an interleukin-12 gene therapy for breast cancer and glioblastoma. But cytokines may also

be employed to enhance the performance of CAR T cells. Based on recent presentations by Dr. Cooper and others at

M.D. Anderson Cancer Center, it appears that the Company will soon investigate a CAR T cell that expresses

interleukin-15 (IL-15) under the control of Intrexon’s RheoSwitch®.8,11 As shown in Figure 4, the cytokine plays a

central role in enhancing immune function by increasing the activation of B, T, NK, and dendritic cells.



Figure 4. Antitumor Activity of Interleukin-1512

This general stimulatory activity has attracted considerable attention to IL-15 as an immunotherapy candidate. Dr.

Cooper’s lab has also tested the cytokine as an element of an artificial antigen presenting cell that has been used in

processing CAR T cells.13 More recently, a different approach has been used – CAR T cells have been modified to

express IL-15 attached to its full-length receptor to enhance the cells’ activity (see Figure 5A on the next page).

Cells with that construct exhibited improved anti-tumor activity in a preclinical model, as shown in Figure 5B. Thus,

expression of the cytokine-receptor complex (Modified 2 CAR + mIL15) probably serves to counter the influence of

any Treg cells that downregulate the immune system and are frequently found in the vicinity of solid tumors.

Engineering CAR T cells to express the IL-15 bound to its receptor may serve another purpose – it should increase

the cells’ persistence in vivo. In fact, the improved performance of the CAR T cells exhibited in Figure 3B have not

been attributed exclusively to either the cytokine’s pleiotropic effects illustrated in Figure 4 or an improved

persistence of the T cells.



11 Cooper, LJN. Presentation at the Wells Fargo Healthcare Conference, September 10, 2015.

12 Jakobisiak, M, et al. Interleukin 15 as a promising candidate for tumor immunotherapy. Cytokine Growth Factor Rev (2011); 22(2): 99.

13 Forget, MA, et al. Activation and propagation of tumor-infiltrating lymphocytes on clinical-grade designer artificial antigen-presenting cells for

adoptive cell immunotherapy of melanoma. J Immunother (2014); 37(9): 448.



Figure 5. IL-15-Receptor Moiety Enhances the CAR T Cell14

USE OF ADOPTIVE CELL THERAPY

Cancer patients may eventually be treated multiple times with an adoptive cell therapy. In an early study, a patient

who had a population of tumor-infiltrating lymphocytes recognizing a mutated protein, ERBB21P, showed that

administration of those T cells were successful in reducing the tumor burden starting about two months after

treatment and in shifting the disease from a progressive to a stable condition.15 Upon relapse, the patient received

autologous T cells (>95% pure) targeting ERBB21P and once again tumor regression was observed. This time,

regression was noticeable sooner, at one month after treatment, and further improvement continued through the last

follow-up at 6 months. Hence, it seems likely that multiple administrations of an adoptive cell therapy will be

utilized to effect long-lasting remission and/or to convert many cancers into a chronic, treatable disease.



FUTURE CLINICAL TRIALS OF ADOPTIVE CELL THERAPIES

Ziopharm plans to initiate multiple clinical studies of adoptive cell therapies, including CAR T cells, engineered T

cell receptor-based T-cell therapies, and NK cell immunotherapies. New receptors are under development to treat

hematological and solid tumors, and at least some will involve receptors with their binding affinities fine-tuned to

distinguish between “normal” tissue and a “malignant growth.” Other modifications may include the use of an

inhibitory receptor that recognizes normal tissue, another that recognizes a combinatorial epitope (i.e., an antigen

formed, for instance, by the dimerization of two receptors such as HER1 and HER3), and an inducible receptor

whose expression is regulated by a gene switch. Finally, Ziopharm and its collaborators at the M.D. Anderson

Cancer Center are working toward the creation of off-the-shelf CAR-T cells.

The Company’s clinical programs for 2015 and for 2016 and beyond are summarized as follows:

2015 Clinical Trials

Therapy Indication Trial Site(s) Milestone

Ad-RTS-IL12 Glioblastoma Multicenter Early data in Q4,’15

Breast cancer Memorial Sloan Kettering Early data in Q4,’15

CAR T cells Hematological cancers M.D. Anderson Interim data in Q4,’15

Next-gen CD19-CARs M.D. Anderson Initiate Phase 1 study

14 Cooper, LJN. The Future of Cancer Therapy. Presented June, 2015.

15 Tran, E, et al. Cancer immunotherapy based on mutation-specific CD4+ T cells in a patient with epithelial cancer. Science (2014); 344(6184):

641.



Clinical Trials in 2016 and Beyond

Ad-RTS-IL12: Multicenter

CAR-T cells: Multicenter

CARs & Interleukin: M.D. Anderson Cancer Center

T-cell receptors: M.D. Anderson Cancer Center

NK cells: Multicenter



FINANCIAL REVIEW & VALUATION ANALYSIS

Ziopharm’s financial results for the first half were unremarkable. The Company recognized $544,000 in revenue

from the amortization of funding received from a $5 million R&D collaboration agreement that will end in the first

quarter of 2016. R&D expenditures totaled $14.4 million, down slightly from last year’s $14.9 million. G&A costs

came in at $11.3 million, up 74% from the 2014 tally of $6.5 million. (Note that we have treated a $67.3 million

charge taken in the first quarter for stock issued for the M.D. Anderson agreement.)

In the remainder of 2015, we estimate that operating expenses will increase moderately on a sequential basis as the

clinical development program advances. Next year, we figure R&D costs will continue to trend upward at a

moderate pace, while G&A expenses remain fairly level. Note that our estimates are consistent with the Company’s

expectation that it has sufficient cash on hand to support operations into the first quarter of 2018.

Our long-range projections are based on commercial launch of a CD19-CAR+ T cell therapy and Ad-RTS-IL12 for

glioblastoma in 2019. We’ve increased the starting market penetration rate estimates to 25% and 14% respectively,

based on the likelihood of less frequent/severe side effects from these therapies. We’ve included licensing fees in the

amount of $10 million in 2017 and a milestone of $6 million in 2018. Operating costs are projected to rise as the

Company’s adoptive cell therapies advance in clinical trials. In 2019, we’ve included an additional expense, a

royalty payment to Intrexon as required under the companies’ exclusive channel collaboration.

Our estimates of the number of shares outstanding reflect the recent issuance of stock to M.D. Anderson. We have

also assumed the Company raises capital in 2017 via an equity offering, though data from its clinical studies may

well support a lucrative licensing agreement thereby precluding the need to raise additional cash.



QUARTERLY INCOME STATEMENTS

?

(Fiscal years end December 31st.)

? Data are in thousands, except for per-share figures. Estimates are in italics.

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Revenue $ 200 $ 200 $ 633 $ 340 $ 272 $ 272 $ 272 $ 272 $ 272 $ - $ - $ -

Operating expenses

R&D expense $ 6,542 $ 8,346 $ 9,733 $ 8,085 $ 6,964 $ 7,424 $ 7,500 $ 7,512 $ 7,500 $ 7,500 $ 8,000 $ 8,000

G&A expense 3,442 3,031 2,842 2,851 4,250 7,073 6,000 6,027 6,050 6,100 6,100 6,150

Total operating costs 9,984 11,377 12,575 10,936 11,214 14,497 13,500 13,539 13,550 13,600 14,100 14,150

Operating profit/(loss) $ (9,784) $ (11,177) $ (11,942) $ (10,596) $ (10,942) $ (14,225) $ (13,228) $ (13,267) $ (13,278) $ (13,600) $ (14,100) $ (14,150)

Other income (expense) net ( 9) 1 2 1 (4) 14 700 600 5 00 500 400 400

Warrant valuation adj 8 2 5,600 5,847 194 - - - - - - - -

Pretax profit/(loss) $ (9,711) $ (5,576) $ (6,093) $ (10,401) $ (10,946) $ (14,211) $ (12,528) $ (12,667) $ (12,778) $ (13,100) $ (13,700) $ (13,750)

Income taxes - - - - -

Net profit/(loss) from ops $ (9,711) $ (5,576) $ (6,093) $ (10,401) $ (10,946) $ (14,211) $ (12,528) $ (12,667) $ (12,778) $ (13,100) $ (13,700) $ (13,750)

Non-recurring profit/(loss) - - - - (67,285) - - - - - - -

Net profit/(loss) $ (9,711) $ (5,576) $ (6,093) $ (10,401) $ (78,231) $ (14,211) $ (12,528) $ (12,667) $ (12,778) $ (13,100) $ (13,700) $ (13,750)

Earnings/(loss) per share $ (0.10) $ (0.06) $ (0.06) $ (0.10) $ (0.10) $ (0.11) $ (0.10) $ (0.10) $ (0.10) $ (0.10) $ (0.10) $ (0.10)

Shares outstanding 1 00,229 1 00,422 1 00,429 1 02,879 113,410 128,413 131,000 132,000 133,000 134,000 134,500 135,000

2014 2015 2016

ANNUAL INCOME STATEMENTS

?

(Fiscal years end December 31st.)

? Data are in thousands, except for per-share figures. Estimates are in italics.

VALUATION ANALYSIS

We’ve used a discounted future value method to set our price target. Specifically, we applied a price-earnings

multiple of 40 to our 2019 share earnings estimate of $1.13 and discounted the product, $45.20, back three years

using a 30% annual rate. The result was $20.57, which we rounded to $21 for our price target.

2014 2015 2016 2017 2018 2019

Gross Profit $ 1,373 $ 1,088 $ 272 $ 10,000 $ 6,000 $ 741,375

Operating expenses

R&D expense 32,706 $ 29,400 $ 31,000 $ 34,000 $ 37,500 $ 133,448

Royalty expense - - - - - 370,688

G&A expense 12,166 23,350 24,400 25,000 25,500 37,069

Total operating costs 44,872 52,750 55,400 59,000 63,000 541,204

Operating profit/(loss) $ (43,499) $ (51,662) $ (55,128) $ (49,000) $ (57,000) $ 200,171

Other income (expense) net (5) 1,310 - - - -

Warrant valuation adj 11,723 - - - - -

Pretax profit/(loss) $ (31,781) $ (50,352) $ (55,128) $ (49,000) $ (57,000) $ 200,171

Income taxes - - - - - 28,024

Net profit/(loss) $ (31,781) $ (50,352) $ (55,128) $ (49,000) $ (57,000) $ 172,147

Earnings/(loss) per share $ (0.31) $ (0.40) $ (0.41) $ (0.36) $ (0.41) $ 1.13

Shares outstanding 100,990 126,206 134,125 137,000 140,000 153,000

Ziopharm September 15, 2015

Griffin Securities Equity Research 10

BALANCE SHEET

(Fiscal years end December 31st.)

? Data are in thousands.

Note that the $118.6 million of cash on the balance sheet as of June 30th is expected to finance operations into the

first quarter of 2018.

ASSETS 6/30/2015 12/31/2014

Current Assets

Cash & equivalents 118,550 42,803

Accounts Receivable 89 145

Prepaid expenses & other 4,441 1,139

Total Current Assets $ 123,080 $ 44,087

Property & equipment $ 321 $ 531

Deposits 128 128

Other 509 491

Total Assets $ 124,038 $ 45,237

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable $ 3,143 $ 2,004

Accrued expenses 8,752 7,182

Other 1,215 1,640

Total Current Liabilities $ 13,110 $ 10,826

Long-term debt $ - $ -

Deferred revenue - -

Deferred rent & other 487 570

Warrant liabilities - -

Total Liabilities $ 13,597 $ 11,396

Shareholders Equity

Common Stock, par value $ 131 $ 104

Additional Paid-In Capital 575,364 406,349

Accumulated Deficit (465,054) (372,612)

Total Shareholders Equity $ 110,441 $ 33,841

Total Liabilities & Equity $ 124,038 $ 45,237



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