> l \pThe Free Software Foundation B=PF0*8X@"1 Helvetica1Courier1Courier New1Courier New1 Helvetica$#,##0_);($#,##0)$#,##0_);[Red]($#,##0)$#,##0.00_);($#,##0.00)$#,##0.00_);[Red]($#,##0.00)**_($* #,##0_);_($* (#,##0);_($* ""_);_(@_)*)'_(* #,##0_);_(* (#,##0);_(* ""_);_(@_)5,2_($* #,##0.00_);_($* (#,##0.00);_($* ""??_);_(@_)2+/_(* #,##0.00_);_(* (#,##0.00);_(* ""??_);_(@_)2$#,##0.00;[Red]$#,##0.003$#,##0.00;[Red]($#,##0.00)4$#,##0;[Red]($#,##00)50.00%;[Red](0.00%)60%;[Red](0%)7#,##0.00;[Red](#,##0.00)8#,##0;[Red](#,##0) + ) , * Ј ~~ ؈ ~~#؈ ~~ ؈ ~~7#܈ ~~8#܈ ~~83ffff̙̙3f3fff3f3f33333f33Not applicable&Item 901 Financial Statements a&(NOW THEREFORE for good and valu&>NOW THEREFORE for good and (1)&_NOW THEREFORE for good and (2)&pNOW THEREFORE for good and (3)&NOW THEREFORE for good and (4)&NOW THEREFORE for good and (5)&rNOW THEREFORE for good and (6)&NOW THEREFORE for good and (7)&NOW THEREFORE for good and (8)&dNOW THEREFORE for good and (9)&NOW THEREFORE for good and (10)&NOW THEREFORE for good and (11)&NOW THEREFORE for good and (12)&F2NOW THEREFORE for good and (13)&BNOW THEREFORE for good and (14)&_NOW THEREFORE in consideration %sNOW THEREFORE in considera (1)%NOW THEREFORE in considera (2)% NOW THEREFORE in considera (3)%aNOW THEREFORE in considera (4)%0NOW THEREFORE in considera (5)%NOW THEREFORE in considera (6)%NOW THEREFORE in considera (7)%`NOW THEREFORE in considera (8)%3NOW THEREFORE in considera (9)%"NOW THEREFORE in consider (10)%n.NOW THEREFORE in consider (11)%>NOW THEREFORE in consider (12)%bQNOW THEREFORE in consider (13)%rNOW THEREFORE in consider (14)%NOW THEREFORE in consider (15)%7NOW THEREFORE in consider (16)% NOW THEREFORE in consider (17)%NOW THEREFORE in consider (18)%NOW THEREFORE in consider (19)%NOW THEREFORE in consider (20)%NOW THEREFORE in consider (21)
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }}6
MATEON THERAPEUTICS INC8K
09/10/2019Not applicable.[ ]/'Written communications pursuant to Rule 5 425 under the Securities Act (17 CFR 230.425)
[ ]3+Soliciting material pursuant to Rule 14a122*under the Exchange Act (17 CFR 240.14a12)
[ ]0(Precommencement communications pursuant/'to Rule 14d2(b) under the Exchange Act(17 CFR 240.14d2(b))[ ]0(Precommencement communications pursuant/'to Rule 13e4(c) under the Exchange Act(17 CFR 240.13e4(c))$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8ym+F.g$x=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }}$ }U5
MATEON THERAPEUTICS INC8K
09/10/20194,Item 9.01 Financial Statements and Exhibits.Exhibit No.Description 333333$@ . &Investigational Product Supply and Use
/
'Authorization Agreement for OT101 U.S./'Expanded Access (IPSUA) dated September/'5, 2019 between WideTrial and Oncotelic
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'Agreement for Delivery and Licensed Use3+of Data Generated from OT101 U.S. Expanded/'Access (Data License 1) dated September/'5, 2019 between WideTrial and Oncotelic$@/'Agreement for Delivery and Licensed Use0(of WideTrial Bonus Dataset (Data License4,2 Agreement) dated September 5, 2019 betweenWideTrial and OncotelicfffffX@/'Press Release, dated September 9, 2019.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/:th\P{0E^6*=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}C
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo?@8?Adverse Event? or ?AE? shall mean any undesirable 1 )medical occurrence in a Subject under the
.
&treatment and which is not necessarily caused by the treatment.
333333?4
,?Applicable Law? means all laws, statutes,1)ordinances, codes, rules, and regulations80that have been enacted by a Regulatory Authority7/in any jurisdiction relevant to the performance3+of the EAP and which are in force as of the0(Effective Date or come into force during1)the Term, in each case to the extent that2*the same are applicable to the performance6.by the Parties of their respective obligations%under this Agreement, including, with6.respect to the United States, the Prescription2*Drug Marketing Act, the Federal Food, Drug2*and Cosmetics Act of 1938, as amended, the7/Health Insurance Portability and Accountability/'Act, the Federal AntiKickback Statute,/'and any applicable regulations relatingto sampling practices.?4,?CRO? means a Contract Research OrganizationDf
l=1%j jv'@Sd !"#$%&'()*+ . &company who provides clinical research!!,!$services for the EAP to the Sponsor."""##ffffff?7#/?Designated Site? means the specific location$$,$$for Investigational Product delivery%%2%*to be indicated by Sponsor to Manufacturer&&&&in accordance with section 3.2'($)____________________________1*)Created by Morningstar Document Research.0+(http://documentresearch.morningstar.com/nJ[
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}I;
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo?.&?DSUR? means Development Safety Update / 'Report that is a required annual filing
5
for FDA authorized clinical program involving!Investigational Products.
?7
/?Expanded Access Program?, or ?EAP? means0(an FDAauthorized clinical trial for the4,treatment use of the Investigational Product91in patients who are not candidates to participate1)in any research trials for the particular Investigational Product.333333?3+?The Indication? for this Agreement shall3+generally refer to the indication specified1)in either of the two Protocols defined in
1.14 and 1.15?80? Instructions for Use? or ?IFU? means the/'Manufacturer instructions on how to use2*the Investigational Product to be attached.&hereto in within forthcoming Exhibits.ffffff?5?Investigational Product? means a regulated0(pharmaceutical or device that is not yetD l=1%~s'515R. !"#$%&'()*+,./0123456789:;<=>? 0 (approved for marketing in any population!!1!)by the governing Agency of the particular""1")country or territory of use and, for this##8#0Agreement, shall mean OT101, a TGFB2inhibiting$$.$&antisense oligonucleotide, which is in%%.%&active clinical development for use in&&&pancreatic cancer.'''((?/('?IRB? means Institutional Review Board.)))**(\?/*'?IRB Application? means any documents++0+(and action required by the IRB to obtain,,,
IRB approval...Q?3.+?IRB Approval? means the written approval//5/by the IRB of the Protocol and the EAP in the000corresponding Site.11122Gz?/2'?Protocol? means either of two clinical3373/protocols for conduct of the EAP, to be drafted4424*and signed by the Sponsor, to be submitted5515)to FDA and IRBs for authorizations, to be6646,attached hereto within forthcoming Exhibits.77788=
ףp=?58?Protocol 1? shall be the clinical protocol9929*used for OT101 treatment of patients with:::%unresectable, gemcitabine refractory,;;6;.adenocarcinoma of the pancreas (?Indication?).<<<==ffffff?5=?Protocol 2? shall be the clinical protocol>>4>,used for OT101 treatment of patients within??1?)a range of unresectable, refractory solidDlg2cqp~1f}Y@ABCDEFGHIJKLMNO@@1@)tumor cancers known to overexpress TGFB2AA1A) excluding gliomas (AA and GBM and otherBB3B+brain cancers) (?Indication, ?Indications?)CCCDD(\?2D*?Purpose? shall have the meaning set forthEEEin Section 2.1.FFFGGQ?2G*?QC? and ?QA? shall mean Quality ControlHH/H'and Quality Assurance, respectively andII7I/refer to the testing and release specificationsJJ'Jof the Investigational Product.KL$M____________________________1N)Created by Morningstar Document Research.0O(http://documentresearch.morningstar.com/$,flHV=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ } }I;
#
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follozG?2*?Safety Plan? shall have the meaning set forth in Section 6.
ףp=
?4,?Serious Adverse Event? or ?SAE? shall0(have the meaning set forth in Section 6.
333333?2*?Subject? means an individual who consents"to participate in the EAP.\(\?.&?Territory? means the United States ofAmerica (USA or US).Q?7/?Treatment Course? or ?Course of Treatment?0(means the full duration of treatment, up0(to eight (8) cycles of 96hour infusion,/'as delivered according to the ProtocolsGz?91?Treatment Cycle? means a single administration0(of the Investigational Treatment as part3+of a periodic round of drug administration,1)subject to the Protocol and the patient?s*"care plan, up to eight (8) cycles.D? l=1%jPfBQ;Y !"$ ____________________________1!)Created by Morningstar Document Research.0"(http://documentresearch.morningstar.com/
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}I;
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo@0(Purpose . The Purpose of this agreement 0 (is to allow Sponsor to provide treatment
5
with the Investigational Product for Subjects6.suffering from the Indication in the framework1)of EAP and subject to the Protocol in the
Territory.@6.Use of Investigational Product . Manufacturer91grants Sponsor a nonexclusive, nontransferable,.&and nonsublicensable right to use the2*Investigational Product in the U.S. during2*the Term of this Agreement for the Purpose2*of conducting the EAP subject to the termsof this Agreement.ffffff@2*No Implied License. Except for the right3+granted to Sponsor herein, all right, title2*and interest in and to the Investigational/'Product shall remain with Manufacturer,%whether developed or conceived prior,3+during or after the Term of this Agreement.7/Except as expressly provided in this Agreement,6.neither Party will be deemed by this Agreement1)to have been granted any license or otherDH
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}8
%
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as folloffffff
@4,Manufacturer will use its reasonable efforts . &to provide the Investigational Product
2
*to the Designated Site within 2 weeks from5the date of the PO and before the agreed date7/of treatment. As early as possible, Manufacture
0
(will advise Sponsor of shipping date and1)expected arrival and will provide Sponsorwith tracking details.333333@1)It is hereby agreed that the POs shall be/'submitted electronically in a format to0(be mutually agreed upon by both parties.2*Example of format is to be included withinforthcoming Exhibits.@4,It is the responsibility of the Manufacturer.&to deliver the Investigational Product1)to the Designated Site undamaged, and all3+delivery costs including delivery insurance/'and if necessary import customs shall0(be borne by Manufacturer. Title and risk1)in the Investigational Product shall pass5to Sponsor after acceptance by the Designated
Site.D
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}y<
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as folloffffff@:2Quality of Investigational Product. Manufacturer 0 (undertakes to supply the Investigational
.
&Product in compliance with the quality/'requirements and in accordance with GMP%standards and Applicable Law relating

%to the supply, delivery manufacturing1)of the Investigational Product or similar products.@5Training . Manufacturer shall be responsible4,to provide Sponsor with educational material.®arding the Investigational Product,6.including Instructions for Use (IFU) document,1)as well as training to Sponsor personnel.333333@Regulatory documents.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/>40=1%q'JUiy=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }I }$4
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo4.3.1.1*"Investigator?s brochure for OT101
4.3.1.2
%Letter of Authorization for WideTrial1)to crossrefer to the U.S. Manufacturer?s!commercial IND for OT101
4.3.1.33+Current drafts of Protocols for any planned/'or authorized research trials involvingOT1014.3.1.4.&Suggested wording for the EAP informedconsent form$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6c=1%XT j:."=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }I }=
!
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo6.2.1.1%Filing of IntermediatePopulation IND % (EAP IND) and all components;
6.2.1.2Annual FDA Reporting
6.2.1.3.
&Investigator and sitelevel agreements6.2.1.4%IRB submissions and followup6.2.1.5%NIH submission for ClinicalTrials.Gov6.2.1.6( Site coordination and monitoring6.2.1.7/'Adverse events monitoring and reporting6.2.1.87/Any misconducts / misuse of the investigationalproduct6.2.1.9;3Return and/or destruction of unused investigationalproduct$____________________________1)Created by Morningstar Document Research.D`l=1%d%D a=mB} 0 (http://documentresearch.morningstar.com/H=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}I;
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo@3+Investigational Product Handling. Sponsor 0 (shall be responsible for compliance with
2
*Manufacturer?s procedures for the storage,4,handling, delivery methods, and disposition,/'of the Investigational Product from the
1
)time of transfer from Manufacturer to the/'Designated Site until completion of use( of such Investigational Product.@%Training. Sponsor undertakes to train/'the CRO, institution, investigators and0(any other relevant third party that will%use and/or otherwise administrate the.&Investigational Product and the EAP in0(accordance with the training given to it0(by Manufacturer in accordance to section4.2.ffffff@91Medical Oversight. Sponsor shall be responsible/'for medical data review for the purpose3+of monitoring Subjects? safety and ensuring/'medical data consistency and integrity.4,Sponsor shall be responsible for the conduct/'of the clinical trial per ICH guidelineD)
l=1%x*B@`~V2= !"#$%&' , $including insuring that investigator!!0!(is trained in GCP and full complied with"""GCP guideline.#$$%____________________________1&)Created by Morningstar Document Research.0'(http://documentresearch.morningstar.com/l:."=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}y<
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as folloffffff@/'Each Party agrees to immediately inform 6 .the other Party of all new known and suspected
4
,Serious Adverse Events (SAEs) and suspected,,$unexpected serious adverse reactions0((SUSARs) arising in its ongoing clinical
5
programs for OT101 human use, in a timeframe4,and breadth that allows compliant regulatory2*reporting by each Party under its own IND,3+as detailed in the forthcoming Safety Plan.@/'Sponsor shall appoint a medical monitor5and arrange additional resources as necessary1)to meet all requirements for safety event!reporting and escalation.333333@:2Sponsor shall be responsible for the surveillance,%receipt, evaluation, and reporting of"Adverse Events in the EAP.@/'Sponsor shall provide Manufacturer with0(regular transcripts of its AE log, to be.&included in Manufacturer?s endofyear'compilation and filing of DSUR.D l=1%v&AT0A;< !"#$%&'()*+,./0123456789:;<=>? @ %Manufacturer shall provide Sponsor an!!/!'exact copy of its submitted DSUR, which""/"'Sponsor shall submit under its own IND.###$$ffffff@0$(Sponsor to provide Manufacturer an exact%%"%copy of its submitted DSUR&&&''@/''Sponsor and Manufacturer shall mutually((/('establish and agree upon a Safety Plan,))2)*setting forth a process of compliance with**4*,Applicable Law and both Parties? obligations++1+)related to Adverse Event responsibilities,,/,'for the Investigational Product as well2*procedures for sharing information between...%the Parties regarding Adverse Events.//3/+Safety Plan documentation shall be included00 0in forthcoming Exhibits.11122333333@2%Manufacturer shall be responsible for3343,reporting to Sponsor of all safety expedited44/4'reports and changes to the benefitrisk5535+analysis arising in other clinical programs66.6&of the Investigational Product for the77.7&Indication, per timeline agreed in the888Safety Plan.999::@2:*Parties shall (a) notify each other of any;;,;$safetyrelated regulatory inquiries,<<:<2request of information or regulatory communication==1=)from FDA relating to the safety of OT101>>0>(and (b) provide copies of the regulatory??.?&correspondence within two (2) businessDKlfgCY q#O+A^.
n@ABCDE@@@days of receipt.AB$C____________________________1D)Created by Morningstar Document Research.0E(http://documentresearch.morningstar.com/Ud=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }}=
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo
8.2.1/'The Parties desire to establish a joint  %steering committee (the ?EAP Steering
4
,Committee?) which shall oversee the Parties?6.activities under this Agreement and facilitate+#communications between the Parties.
8.2.20(The EAP Steering Committee shall consist/'of at least one appointee from Sponsor,3+the rest will be appointees of Manufacturer3+and may include people who are unaffiliated;3with the Parties (e.g. investigator, bioethicists),*"at Manufacturer?s sole discretion.
8.2.380The EAP Steering Committee shall meet (including.&by teleconference) on a monthly basis,$or as agreed by its members.
8.2.44,Day to day operations will be run by Sponsor/'staff members and agents. Sponsor shall/'consult with the EAP Steering Committee*"on key decisions and developments.$____________________________D l=1%0s"9xq@4 !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ } }@
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo333333*@:2The Sponsor shall be liable for the communication, 4 ,coordination and reporting among all parties
+
#involved in the conduct of the EAP.ffffff*@0(Sponsor is required to maintain adequate
1
)clinical trial insurance for the clinicaltrials*@0(The Sponsor makes no claims to any party%regarding the safety or effectiveness6.of the Investigational Product, and therefore,6.with respect to Manufacturer or other parties,0(assumes no liability for product design.*@0(The Manufacturer shall be liable for the=5purity, quality, and stability of the Investigational3+Product that is delivered to the Designated!Sites for use in the EAP.+@0(Exclusion of Liability . Subject to the%indemnification obligations set forth4,in Section 13 in no event shall either Party0(be liable (including without limitation,7/contract, and tort liability) for any indirect,D l=1%m&c9z(fl/p !"#$%&'()*+ 0 (incidental, punitive, exemplary, special!!1!)or consequential damages, loss of profit,""0"(or costs of substitute services suffered##6#.by the other Party or any third party, however$$6$.caused, regardless of the theory of liability,%%4%,whether in contract, tort, product liability&&&
or otherwise.'($)____________________________1*)Created by Morningstar Document Research.0+(http://documentresearch.morningstar.com/gw'=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }}8
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo17.2.41)Termination for material breach of IPSUA. 1 )Either Party may terminate this Agreement
5
by written notice at a date set in the notice/'(allowing at least thirty (30) days for2*cure) in the event of a material breach of
3
+this Agreement by the other Party; provided3+that the breaching Party fails to cure such/'breach within thirty (30) days from thedate of such notice.17.2.5/'Termination for material breach of Data0(License. Either Party may terminate this2*Agreement by written notice at a date sent/'in the notice (allowing at least thirty6.(30) days for cure) in the event of a material5breach of Agreement for Delivery and Licensed7/Use of Data Generated from OT101 U.S. Expanded5Access (?Data License 1?) by the other Party;/'provided that the breaching Party fails3+to cure such breach within thirty (30) days%from the date of such notice.17.2.60(Insolvency. If either Party shall become2*insolvent or shall make or seek to make anDR
l=1%y(@nJ_q3 !"#$%&'()*+,. . &arrangement with, or an assignment for!!3!+the benefit of creditors, or if proceedings""."&in voluntary or involuntary bankruptcy##7#/shall be instituted by, on behalf of or against$$2$*such Party, or if a receiver or trustee of%%/%'such Party?s assets shall be appointed,&&2&*or bankruptcy proceedings begin, the other''.'&Party may terminate this Agreement, as((0((may be permitted by the applicable laws,)))with immediate effect.*+$,____________________________1)Created by Morningstar Document Research.0.(http://documentresearch.morningstar.com/"g1M=PF0*8X>
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l 9B
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ } }:
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as folloL1@3+Obligations after Termination and WindDown 5 Activities. Upon notification of termination,
0
(the Parties agree to cooperate with each/'other to ensure an orderly winddown of6.the Services and discharge of their respective
7
/obligations under this Agreement and applicable%Law (?WindDown Activities?):ffffff1@7/Subject to Applicable Law, upon the termination/'of the Agreement as provided above, the/'Sponsor will discontinue its use of the.&Investigational Product and will, upon.&direction from Manufacturer, return or%destroy any remaining InvestigationalProduct.1@3+Survival . Sections 7, 10, 11, 13, 14, 15,8016, 17, 19, and 20 shall survive the termination+#of this Agreement howsoever caused.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/Dc l=1%s'7y.Oa
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ } }>
A
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, for good and valuable consideration as set forth herein, the Parties agree as follo5@/'Assignment . Neither party may assign, 1 )delegate or otherwise transfer any of its
2
*rights or obligations under this Agreement0(without the prior written consent of the2*other party. Any attempt to assign without
/
'compliance with this provision shall be
void.3333335@0(Entire Agreemen t. This Agreement, with0(all forthcoming Exhibits, in conjunction7/with the two Data License Agreements constitute.&the entire Agreement and understanding.&between the parties. It supersedes all3+prior discussions (whether oral or written)/'between the parties with regards to the.&subject matter, and neither party will80be bound by conditions, definitions, warranties,5understandings, or representations concerning.&such subject matter except as provided2*in this Agreement. This Agreement can only4,be modified by written Agreement duly signed0(by persons authorized to sign Agreements3+on behalf of both Manufacturer and Sponsor.1)In the event of any inconsistency betweenDc
l=1%{H]
v'>U !"#$%&'()*+,./0123456789:;<=>? 4 ,the terms of this Agreement and any attached!!2!*Exhibits, the terms of this Agreement will"""prevail.###$$L5@8$0Waiver . The failure of a party in any instance%%0%(to insist upon the strict performance of&&9&1the terms of this Agreement will not be construed''2'*to be a waiver or relinquishment of any of((2(*the terms of this Agreement, either at the))2)*time of the party?s failure to insist upon**0*(strict performance or at any time in the++/+'future, and such terms will continue in,,1,)full force and effect. All waivers of the4,terms of this Agreement shall be in writing....//ffffff5@5/Severability . Each clause of this Agreement0010)is a distinct and severable clause and if11<14any clause is deemed illegal, void or unenforceable,2202(the validity, legality or enforceability33830of any other clause or portion of this Agreement44%4will not be affected thereby.555665@26*Titles . All titles and articles headings7707(contained in this Agreement are inserted8868.only as a matter of convenience and reference.9959They do not define, limit, extend or describe::1:)the scope of this Agreement or the intent;;!;of any of its provisions.<=$>____________________________1?)Created by Morningstar Document Research.D
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14) NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}:
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a?3+?Applicable Law? means all laws, statutes, 1 )ordinances, codes, rules, and regulations
8
0that have been enacted by a Regulatory Authority6.in any jurisdiction relevant to the collection1)and management of clinical trial data and
3
+which are in force as of the Effective Date3+or come into force during the Term, in each7/case to the extent that the same are applicable2*to the performance by the Parties of their4,respective obligations under this Agreement,5including, with respect to the United States,0(the Prescription Drug Marketing Act, the/'Federal Food, Drug and Cosmetics Act of0(1938, as amended, The Federal Policy for1)the Protection of Human Subjects (?Common4,Rule?), and the Health Insurance Portability)!and Accountability Act (?HIPAA?).333333?6.?Course of Treatment? means patients treatment0(with OT101 consisting of 18 cycles, as"described in the Protocol.?2*?Data Tier? means the level of granularity0(in which the referenced Dataset is to beDk
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}=
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, affffff?2*?Data Tier 1? shall be defined as Discrete . &ObservationLevel Data, which includes
2
*all information captured from the Expanded2*Access Program, including Protected Health0(Information (PHI) and treatment outcomes
of individual patients.?91?Data Tier 2? shall be defined as PatientLevel1)Aggregated Statistics, which are clinical.&statistics calculated and disclosed at1)the lineitem level of each participating0(patient, including rates of progression,3+tumor size change, change of labcalculated.&measures, number and frequency of AEs,0(and baseline and ending clinical scores.?:2?Data Tier 3? shall be defined as TrialSpecific%Aggregate Statistics, calculated from2*data sets for which more than 50% of human1)subjects are from USEAPOT101 or more than1)50% of total raw data volume is generatedfrom USEAPOT101.333333?2*?Data Tier 4? shall be defined as PooledD
l=1%{X4BZD` !"#$%&'()*+,./0123456789:;<=>? 2 *Aggregate Statistics, which are calculated!!4!,solely from data sets for which no more than""0"(50% of human subjects are represented by##0#(USEAPOT101 and no more than 50% of total$$5$raw data volume is generated from USEAPOT101.%%%&&?5&?Data Tier 5? shall be defined as Meta Data''6'.to include measures such as number of patients((3(+enrolled, number of sites, ranges of health))4),conditions presented, and overall enrollment**
*rate.+++,,ffffff?5,?Expanded Access Program? or ?EAP? generally.&means an FDAauthorized clinical trial..5.for the treatment use of an Investigational//2/*Product in patients who are not candidates0000(to participate in any research trial for11/1'the particular Investigational Product.2262.For purposes of this Agreement, ? The Expanded33;33Access Program? or ?The EAP? means the particular44,4$Expanded Access Program contemplated55/5'by this Agreement for the treatment use6646,of OT101 in patients with pancreatic cancer77971and other cancers characterized by overexpression888
of TGFB2.999::?8:0?Health Insurance Portability and Accountability;;7;/Act of 1996? or ?HIPAA? is the U.S. regulation<<4<,of healthcarerelated data privacy described==0=(in the Code of Federal Regulations Title>>>45, Parts 160 and 164.???DqlbyU]
i4@]\ m@ABCDEFGHIJKLMNOPQRSTUV@@(\?.@&?Investigational New Drug Filing? , orAA6A.?IND? is a required written claim of exemptionBB9B1from the Food, Drug, and Cosmetic Act prohibitionCC1C)on interstate delivery of investigationalDD2D*therapeutics for premarket use in humans,EE9E1for authorized research programs or treatmentuseFF/F'programs. For this Agreement, ?The IND?GG1G)or ?The INDs? shall refer to the specificHH1H)filing(s) submitted by the Sponsor to FDAII0I(for 30day authorization of The ExpandedJJJAccess Program.KKKLLQ?L%?IND Authorization? means the passageMM/M'of 30 days after submission of properlyNN0N(assembled EAP IND to the appropriate FDAOO1O)review division with no response from FDAPP4P,review division, OR an affirmative statementQQ6Q.of authorization from the FDA review division.RS$T____________________________1U)Created by Morningstar Document Research.0V(http://documentresearch.morningstar.com/2^ n4B^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ } }I;

MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, aGz?%?Personally Identifiable Information? 7 /or ?PII? means data that directly or indirectly
0
(could be used to identity individuals in80association with sensitive personal information.3+E.g. Name, social security number, address,
medical record number.=
ףp=?0(?Protected Health Information? or ?PHI?7/is individually identifiable health information4,created by health care providers, as defined"in the HIPAA Privacy Rule.ffffff?1)?Privacy Rule? is the set of requirements2*under HIPAA defining the permitted capture3+and electronic transfer of Protected Health2*Information in clinical programs including%Expanded Access Programs, codified in0(45CFR160 and 45CFR164 Subparts A and E .(\?4,?Protocol? is the clinical plan for Expanded/'Access, including eligibility criteria,5treatment regimen, and data capture, included91in The IND(s) for the particular study population)!and authorized by FDA and IRB(s).D0
l=1%w+N*52L; !"#$%&'()*+, !!Q?0!(?Publication Date? is the earlier of (a)""0"(the date of Licensee?s first publication##7#/of clinical results of the EAP or (b) 12 months$$0$(following the completion of the program.%%%&&zG?3&+?Release Date? is 12 months after the first''#'market approval for OT101.()$*____________________________1+)Created by Morningstar Document Research.0,(http://documentresearch.morningstar.com/>{&=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }}8
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a
3.2.10(Meta Data relating to overall enrollment " and conduct of the program
3.2.2%Clinical Trial Data including patient7/screening information, concomitant medications,
5
comorbidities, baseline clinical assessment,/'interim and ending clinical assessment,5adverse event log, and as available imagery3+and lab tests captured throughout treatment/'period under patient?s standard of care
3.2.3,$Patientspecific identification code2*mapped to key held by health care provider$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/82=1%ft)>sg?=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}8
#
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, affffff@2*PHI in Data Tier 1. The USEAPOT101 Dataset 1 )shall not include personally identifiable
/
'information (PII). But it shall include.&specific dates of treatment and safety4,events, and therefore Tier 1 may not qualify
5
as deidentified data under the HIPAA Privacy7/Rule and therefore must be treated as Protected!Health Information (PHI).@1)Permissible Use of PHI that excludes PII..&Use and disclosure of Protected Health0(Information (PHI) is permissible without/'written authorization from the patient,4,provided there is no Personally Identifiable5Information (PII) in the dataset and provided7/the resulting ?Limited Data Set? is transferred0(under a ?Data Use Agreement? as composedin Section 4.3.333333@0(Data Use Agreement. As required by HIPAA/'Privacy Rule, Licensee hereby agrees to0(the following covenants of data privacy:D l=1%xB;Z
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }}>
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a
4.3.13+Licensee is not permitted to use or further 4 ,disclose the Limited Data Set in a way that,
2
*if done by the Health Care Provider, would!violate the Privacy Rule.
4.3.20
(Licensee will use appropriate safeguards<4to prevent the use or disclosure of the information,0(except as provided for in the Agreement,:2and report to the Licensor any uses or disclosures2*in violation of the Agreement of which theLicensee becomes aware.
4.3.35Licensee will hold any agent or subcontractor6.to the standards, restrictions, and conditions6.stated in this Data Use Agreement with respectto the information.
4.3.41)Licensee will not use the Data to support2*attempts to identify or contact any of the%patients involved in the EAP.$____________________________1)Created by Morningstar Document Research.D] l=1%u'u{x&y' 0 (http://documentresearch.morningstar.com/H=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}:
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, affffff@0(Data Fee. In consideration for delivery 1 )and license of the USEAPOT101 Dataset and
5
Safety Addendums, Licensee shall pay Licensor3+USD 2500 per patient treated, for up to 150.&patients. After 150 patients have been
2
*registered, the Data Fee shall be USD 1500per patient.@80Count of Patients . For its use in this section0(of the Agreement, a ?Patient? shall mean/'a patient?s single Course of Treatment,.&which comprises 18 individual cycles.0(If the same patient returns for a second3+Course of Treatment, 6 or more months after1)completing the first Course of Treatment,6.he or she shall be considered a new additional3+patient and shall be counted a second time.333333@Timing of Payments.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/D` l=1%z)BHgy*=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }}>
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a~
6.Disclaimer of Warranties. The Data is provided 1 )?As Is? and Licensor hereby disclaims all

%warranties, whether express, implied,6.statutory, or otherwise. Licensor specifically<4disclaims all implied warranties of merchantability,
0
(fitness for a particular purpose, title,0(and noninfringement, and all warranties0(arising from course of dealing, usage or2*trade practice, licensor makes no warranty2*of any kind that the data, or any products3+or results of its use, will meet licensee?s3+or any other person?s requirements, operate2*without interruption, achieve any intended80result, be compatible or work with any software,0(system, or other services, or be free ofharmful code or errors.~
"0(Exclusion of Liability . Subject to the%indemnification obligations set forth4,in Section 9, in no event shall either Party0(be liable (including without limitation,7/contract, and tort liability) for any indirect,0(incidental, punitive, exemplary, special1)or consequential damages, loss of profit,De l=1%S
A}:mg# !"#$%&'()*+ 0 (or costs of substitute services suffered!6!.by the other Party or any third party, however"6".caused, regardless of the theory of liability,#4#,whether in contract, tort, product liability$$or otherwise%%~
&&&Indemnification'($)____________________________1*)Created by Morningstar Document Research.0+(http://documentresearch.morningstar.com/z4sK=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ } }8
#
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a333333$@7/Term. The Term of this Agreement shall commence / 'on the Effective Date of this Agreement
1
)and shall continue through the completion1)of The Expanded Access Program as defined0(in Section 16.1 of the ? Investigational
6
.Product Supply and Use Authorization Agreement0(for OT101 U.S. Expanded Access (IPSUA)?ffffff$@3+Privacy Breach by Licensee. Notwithstanding/'provision of Section 10.1, Licensor may/'terminate this Agreement, with possible2*revocation of License if required by law2*in the event of Licensee?s material breach.&of the data privacy provisions herein,%including Sections 3.4, 4.3, and 4.4.$@1)Early Termination of EAP. Notwithstanding/'provision of Section 10.1, Licensor may0(terminate this Agreement, without refund6.of any paid data fees as described in Sections3+6.3.1 and 6.3.2, in the event of any of the
following:D l=1%u(=xF
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }}U5
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a10.3.1,$NonSponsorcaused early termination 4 ,of The Expanded Access Program due to causes
*
"cited in Section 16.2 of the IPSUA10.3.23+In the capacity of Manufacturer, Licensee?s
$
material breach of the IPSUA10.3.34,Licensee?s material breach of this Agreement10.3.42*Licensee?s material breach of Data License2 Agreement$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4.=1%{5X[OC=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }}U5
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a10.4.14,Licensor?s material breach of this Agreement
10.4.22
*Licensor?s material breach of Data License2 Agreement
10.4.3.
&In the capacity of Sponsor, Licensor?s$material breach of the IPSUA$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,=1%Kh\P(=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ } }8
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a%@0(Survival of License . With the exception 6 .of any legally required revocation of License,
1
)as described in Section 10.2, termination.&of this Agreement shall not invalidate0(the perpetual License to full use of the
/
'data that has already been delivered as#described Sections 2 and 3.333333%@0(The Parties may terminate this Agreementby Mutual Consent.ffffff%@3+Obligations after Termination and WindDown5Activities. Upon notification of termination,0(the Parties agree to cooperate with each/'other to ensure an orderly winddown of6.the Services and discharge of their respective7/obligations under this Agreement and applicable%Law (?WindDown Activities?):$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/B X=1%u(G\8FV =PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ } }>
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a*@80Waiver . The failure of a party in any instance 0 (to insist upon the strict performance of
9
1the terms of this Agreement will not be construed2*to be a waiver or relinquishment of any of2*the terms of this Agreement, either at the
2
*time of the party?s failure to insist upon0(strict performance or at any time in the/'future, and such terms will continue in1)full force and effect. All waivers of the4,terms of this Agreement shall be in writing.*@3+Severability. Each clause of this Agreement1)is a distinct and severable clause and if<4any clause is deemed illegal, void or unenforceable,0(the validity, legality or enforceability80of any other clause or portion of this Agreement%will not be affected thereby.+@1)Titles . All titles and articles headings0(contained in this Agreement are inserted6.only as a matter of convenience and reference.5They do not define, limit, extend or describe1)the scope of this Agreement or the intent!of any of its provisions.Do
l=1%s4P:B> !"#$ !$"____________________________1#)Created by Morningstar Document Research.0$(http://documentresearch.morningstar.com/
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}I;
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a ?2 *?Expanded Access Program? or ?EAP? means
0
(an FDAauthorized clinical trial for the3+treatment use of an Investigational Product91in patients who are not candidates to participate
0
(in any research trial for the particular Investigational Product.ffffff?6.?EAP Dataset? shall mean the dataset generated3+from any particular Expanded Access Program5sponsored by WideTrial and whose availability1)and transferability is determined through.&negotiated agreement and release dates)!with the particular manufacturer.?80?Health Insurance Portability and Accountability7/Act of 1996? or ?HIPAA? is the U.S. regulation4,of healthcarerelated data privacy described0(in the Code of Federal Regulations Title45, Parts 160 and 164.?/'?Investigational New Drug Filing? , or6.?IND? is a required written claim of exemption91from the Food, Drug, and Cosmetic Act prohibitionD
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`f !"#$%&'()*+,./0123456789:;<=>? 1 )on interstate delivery of investigational!!2!*therapeutics for premarket use in humans,""9"1for authorized research programs or treatmentuse##/#'programs. For this Agreement, ?The IND?$$1$)or ?The INDs? shall refer to the specific%%1%)filing(s) submitted by the Sponsor to FDA&&0&(for 30day authorization of The Expanded'''Access Program.((())333333?.)&?IPSUA? is the Investigational Product**.*&Supply and Use Authorization Agreement++8+0for OT101 U.S. Expanded Access , the definitive,,8,0Agreement of terms and conditions for Licensee?s3+in the capacity of Manufacturer provision..6..of Investigational Drug supply for USEAPOT101.///00?0%?Personally Identifiable Information?1171/or ?PII? means data that directly or indirectly2202(could be used to identity individuals in33830association with sensitive personal information.4434+e.g. Name, social security number, address,555medical record number.66677ffffff?17)?Protected Health Information? or ?PHI?8878/is individually identifiable health information9949,created by health care providers, as defined::":in the HIPAA Privacy Rule.;;;<<?1<)?Privacy Rule? is the set of requirements==2=*under HIPAA defining the permitted capture>>3>+and electronic transfer of Protected Health??2?*Information in clinical programs includingDlex+8F2??^:@ABCDEFGHIJKL@@@%Expanded Access Programs, codified inAA0A(45CFR160 and 45CFR164 Subparts A and E .BBBCC(\?4C,?Protocol? is the clinical plan for ExpandedDD/D'Access, including eligibility criteria,EE5Etreatment regimen, and data capture, includedFF9F1in The IND(s) for the particular study populationGG)G!and authorized by FDA and IRB(s).HI$J____________________________1K)Created by Morningstar Document Research.0L(http://documentresearch.morningstar.com/kGU{=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ } }y<
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MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, aQ?0(?Publication Date? is the earlier of (a) 0 (the date of Licensee?s first publication
7
/of clinical results of the EAP or (b) 12 months0(following the completion of the program.
Gz?/
'?Release Date? is the date a particular5EAP dataset becomes available for WideTrial?s1)commercial use and disclosure; it is also6.the date upon which the data from a particular80EAP dataset shall be added to the Bonus Dataset.=
ףp=?1)?The Bonus Dataset? means the deliverable/'dataset contemplated by this Agreement,/'consisting of all clinical data that is5available for release, subject to limitations!described in Section 3.2.ffffff?1)?USEAPOT101? shall mean the U.S. Expanded:2Access Program contemplated in the Investigational6.Product Supply and Use Authorization Agreement0(for OT101 U.S. Expanded Access (IPSUA)?$____________________________D l=1%{(gw#adi !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }}I;
"
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a
3.3.14,All captured clinical trial data to include, 5 as available from each EAP and as permissibly
9
1transferred under Applicable Law and EAPspecific2*data licenses, including baseline clinical0(assessment and score, interim and ending
.
&clinical assessment and score, adverse.&event log, and as available imagery,5biomarkers, and lab tests captured throughout1)treatment period under patient?s standard/'of care and according to the particular
EAP protocol.
3.3.23+Relative time intervals (or actual calendar0(dates) for baseline date, treatment date.&and recorded event dates, as available/'under Privacy Rule and programspecificData Use Agreements
3.3.3.&Patientspecific unique identification.&code mapped to each patientlevel line
item.$____________________________D` l=1%s:R^}F"`T !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }I }>
!
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a3.5.1.13+Licensee is not permitted to use or further 4 ,disclose the Limited Data Set in a way that,
2
*if done by the Health Care Provider, would!violate the Privacy Rule.
3.5.1.20
(Licensee will use appropriate safeguards<4to prevent the use or disclosure of the information,0(except as provided for in the Agreement,:2and report to the Licensor any uses or disclosures2*in violation of the Agreement of which theLicensee becomes aware.3.5.1.35Licensee will hold any agent or subcontractor6.to the standards, restrictions, and conditions6.stated in this Data Use Agreement with respectto the information.3.5.1.46.Licensee will not use the Dataset for attempts2*to identify or contact any of the patientsinvolved in the EAP.$____________________________1)Created by Morningstar Document Research.Da l=1%s%qw)r s 0 (http://documentresearch.morningstar.com/H=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }}U5
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a
4.2.12*Data License 1 has not been terminated due . &to Licensee?s nonpayment of fees, and
4.2.21)Licensee, in its capacity as Manufacturer/'for USEAPOT101, has neither stopped nor
4
,suspended supply, nor for any other reason0(unilaterally terminated USEAPOT101 prior%to the enrollment of 25 patients, and
4.2.3.&USEAPOT101 has not been terminated due4,to safetyrelated issues prior to enrollmentof 25 patients.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6=1%Xkc=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }$ }U}I;
6
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a333333@/'Permitted Use. The Permitted Use of the / 'Bonus Dataset is the internal research,
/
'development, and training of Licensee?s/'quantitative analysis systems which may,$include without limitation disease
1
)models, covariate analysis, and biomarker2*discovery and may serve to inform internal/'decision making. Permitted Use does not1)include further disclosure of any portion91of the Bonus Dataset at any level of granularity.5Intellectual property obtained from Permitted%Use shall belong to Licensee.@/'Restricted Use. Licensee shall only use/'the Bonus Dataset for the Permitted Use4,and shall not disclose, release, distribute,4,or deliver the Bonus Dataset, or any portion1)thereof, or any derivation thereof to any4,third party without Licensor?s prior written4,consent. Any purpose or use not specifically.&authorized herein is prohibited unless3+otherwise agreed to in writing by Licensor.1)Without limiting the foregoing and except0(as otherwise expressly set forth in thisDz
l=1%}2Rlau%8 !"#$%&'()*+,./012345 2 *Agreement, Licensee shall not at any time,!!0!(directly or indirectly: (i) rent, lease,""3"+lend, sell, sublicense, assign, distribute,##6#.publish, transfer, or otherwise make available$$2$*the Bonus Dataset; (iii) publish, enhance,%%/%'or display any compilation or directory&&/&'based upon information derived from the''4',Bonus Dataset; or (vi) use the Bonus Dataset((8(0in any manner or for any purpose that infringes,)).)&misappropriates, or otherwise violates**0*(any intellectual property right or other++1+)right of any person, or that violates any,,,applicable law...@0.(Reservation of Rights. Licensor reserves//4/,all rights not expressly granted to Licensee000in this Agreement.12$3____________________________14)Created by Morningstar Document Research.05(http://documentresearch.morningstar.com/06fw,=Z'a+=PF0*8X>
@554433
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (20) NOW THEREFORE in consider (21)U }}8
,
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a~
3+Disclaimer of Warranties. The Bonus Dataset / 'is provided ?As Is? and Licensor hereby
2
*disclaims all warranties, whether express,2*implied, statutory, or otherwise. Licensor5specifically disclaims all implied warranties
4
,of merchantability, fitness for a particular%purpose, title, and noninfringement,.&and all warranties arising from course5of dealing, usage or trade practice, Licensor4,makes no warranty of any kind that the Bonus2*Dataset, or any products or results of its7/use, will meet Licensee?s or any other person?s3+requirements, operate without interruption,2*achieve any intended result, be compatible3+or work with any software, system, or other7/services, or be free of harmful code or errors.~
0(Exclusion of Liability . Subject to the%indemnification obligations set forth4,in Section 7, in no event shall either Party0(be liable (including without limitation,7/contract, and tort liability) for any indirect,0(incidental, punitive, exemplary, special1)or consequential damages, loss of profit,Dw l=1%SK
Bv3U !"#$%&'()*+ 0 (or costs of substitute services suffered!6!.by the other Party or any third party, however"6".caused, regardless of the theory of liability,#4#,whether in contract, tort, product liability$$
or otherwise.%%~
&&Indemnification'($)____________________________1*)Created by Morningstar Document Research.0+(http://documentresearch.morningstar.com/z4~rJ=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (21)U }$ }U}8
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a @0(The Parties may terminate this Agreement by Mutual Consent.
@3+Obligations after Termination and WindDown5Activities. Upon notification of termination,
0
(the Parties agree to cooperate with each/'other to ensure an orderly winddown of6.the Services and discharge of their respective7/obligations under this Agreement and applicable%Law (?WindDown Activities?):!@4,Survival. Sections 1, 2, 5, 6, 7, 8, 10, and0(11 shall survive the termination of this#Agreement howsoever caused.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/:=1%m{0J&E9=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??&Not applicable!Item 901 Financial Statements a!NOW THEREFORE for good and valu!NOW THEREFORE for good and (1)!NOW THEREFORE for good and (2)!NOW THEREFORE for good and (3)!NOW THEREFORE for good and (4)!NOW THEREFORE for good and (5)!NOW THEREFORE for good and (6)!NOW THEREFORE for good and (7)!NOW THEREFORE for good and (8)!NOW THEREFORE for good and (9)!NOW THEREFORE for good and (10)!NOW THEREFORE for good and (11)!NOW THEREFORE for good and (12)!NOW THEREFORE for good and (13)!NOW THEREFORE for good and (14)!NOW THEREFORE in consideration NOW THEREFORE in considera (1) NOW THEREFORE in considera (2) NOW THEREFORE in considera (3) NOW THEREFORE in considera (4) NOW THEREFORE in considera (5) NOW THEREFORE in considera (6) NOW THEREFORE in considera (7) NOW THEREFORE in considera (8) NOW THEREFORE in considera (9) NOW THEREFORE in consider (10) NOW THEREFORE in consider (11) NOW THEREFORE in consider (12) NOW THEREFORE in consider (13) NOW THEREFORE in consider (14) NOW THEREFORE in consider (15) NOW THEREFORE in consider (16) NOW THEREFORE in consider (17) NOW THEREFORE in consider (18) NOW THEREFORE in consider (19) NOW THEREFORE in consider (20)U }$ } }>
&
MATEON THERAPEUTICS INC8K
09/10/2019kcNOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, a&@7/Waiver . The failure of a party in any instance 0 (to insist upon the strict performance of
9
1the terms of this Agreement will not be construed2*to be a waiver or relinquishment of any of2*the terms of this Agreement, either at the
2
*time of the party?s failure to insist upon0(strict performance or at any time in the/'future, and such terms will continue in1)full force and effect. All waivers of the4,terms of this Agreement shall be in writing.&@3+Severability. Each clause of this Agreement1)is a distinct and severable clause and if<4any clause is deemed illegal, void or unenforceable,0(the validity, legality or enforceability80of any other clause or portion of this Agreement%will not be affected thereby.'@0(Titles. All titles and articles headings0(contained in this Agreement are inserted6.only as a matter of convenience and reference.5They do not define, limit, extend or describe1)the scope of this Agreement or the intentDT
l=1%t5Qdsh !"#$% ! of any of its provisions.!"$#____________________________1$)Created by Morningstar Document Research.0%(http://documentresearch.morningstar.com/^d=PF0*8X>
@%%$$##
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