LICENSE,
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT


 


This
License, Development and Commercialization Agreement (this “Agreement”) is entered into as of this 10th day of October,
2020, (the “Effective Date”) by and between


 


WINDLAS
BIOTECH PRIVATE LIMITED, a company incorporated under the laws of India, having its registered office address at Plot No.
40/1, Mohabewala Industrial Area, Dehradun 248110, Uttarakhand, India (hereinafter referred to as “WINDLAS”,
which expression shall unless repugnant to the context and meaning there of be deemed to mean and include its permitted assigns
and successors-in-interest).


 


AND


 


MATEON
THERAPEUTICS, INC., a Delaware Corporation, having its registered office at 29397 Agoura Road, Suite 107, Agoura Hills, CA
91301, USA (hereinafter referred to as “MATEON” which expression, unless repugnant to the subject or context
therein, shall mean and include its permitted assigns, nominees, agents & successors-in-interest).


 


WINDLAS
and MATEON are individually referred to as “Party” and collectively as “Parties”


 


WHEREAS,


 


		A.	MATEON
                                         Therapeutics is an immuno-oncology company (OTC: MATN) dedicated to the development of
                                         first in class RNA therapeutics as well as small molecule drugs against cancers and COVID-19.
                                         MATEON has caused some trials that have demonstrated potent anti-viral activity of the
                                         Artemisinin or Artemisinin derivatives herbal supplements versus SARS-CoV-2 based on
                                         in-vitro testing of medical grade Artemisinin;



 


		B.	WINDLAS
                                         is a company having substantial expertise in the research, development, distribution,
                                         sales and marketing of cGMP compliant dosage forms of herbal supplements, nutraceuticals,
                                         AYUSH products, allopathic medicines and pharmaceutical products;



 


		C.	MATEON
                                         wishes to collaborate with WINDLAS on formulation development, manufacturing, clinical
                                         research, commercialization and distribution of Artemisinin as a herbal supplement and
                                         a medicinal drug in future (hereinafter “Product(s)”) for use as an anti-viral,
                                         including for COVID-19 patients in India and for manufacturing and supply of Product
                                         by WINDLAS to MATEON for a worldwide market, excluding the Americas and China;



 


		D.	Subject
                                         to the terms and conditions agreed herein, WINDLAS is willing to collaborate with MATEON
                                         and agrees to accept the exclusive rights to develop, manufacture, perform clinical research,
                                         commercialize and distribute Product the Product in India and to manufacture and supply
                                         the Product to MATEON for worldwide markets excluding the Americas and China.



 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual promises, covenants and conditions contained in this Agreement,
the Parties hereto agree as follows:


 




    	 



    	 



    

 


1.
Definitions and Interpretation




 


		1.1.	Definitions.
                                         For the purposes of this Agreement, the following words and phrases shall bear the respective
                                         meanings assigned to them below (and cognate expressions shall bear corresponding meanings):



 


		1.1.1.	“Affiliate”
                                         means any corporation, firm, partnership, limited liability company or other entity that
                                         controls, is controlled by or is under common control with a Party to this Agreement.
                                         For purposes of this definition, any entity will be regarded as in “control”
                                         of another entity if (a) it directly or indirectly owns more than fifty percent (50%)
                                         of the voting stock of the other entity or such lesser maximum percentage permitted in
                                         those jurisdictions where majority ownership by foreign entities is prohibited, (b) it
                                         owns, directly or indirectly, or has a right to own more than fifty percent (50%) of
                                         the net assets of an entity without voting securities, or (c) it possesses, directly
                                         or indirectly, the power to direct or cause the direction of the management and policies
                                         of the entity, whether through contract or otherwise.



 


		1.1.2.	“Agreement”
                                         means this License, Development and Commercialization Agreement together will all Schedules
                                         and annexures, as may be amended, modified or supplemented from time to time.



 


		1.1.3.	“API”
                                         means the Artemisinin active pharmaceutical ingredient.



 


		1.1.4.	“Applicable
                                         Law” means all applicable laws, rules and regulations including any rules,
                                         regulations, guidelines or other requirements of the Regulatory Authorities in the Territory
                                         that may be in effect from time to time.



 


		1.1.5.	“Batch”
                                         means a specific quantity of Product that is intended to be of uniform character and
                                         quality and is produced during the same cycle of manufacture as defined by the applicable
                                         batch record.



 


		1.1.6.	“cGMP”
                                         means (A) the current standards recognized and adopted worldwide for the control and
                                         management of manufacturing and quality control of foods, pharmaceutical products and
                                         medical devices; (B) the guidelines that outline the aspects of production that would
                                         affect the quality of pharmaceutical products or food; and (C) includes the guidelines
                                         that may be adopted by the Parties hereto corresponding to Applicable Law.



 


		1.1.7.	“Clinical
                                         Trials Cost” or “Biostudy Cost” shall mean and includes
                                         cost and expenses incurred by a local clinical research organization (“CRO”)
                                         appointed by WINDLAS, or WINDLAS itself, in conducting clinical trials or biostudies
                                         as required by Regulatory Authorities for the approval of the Product in the Territory.



 


		1.1.8.	“COGS”
                                         shall mean and include (i) cost of raw materials, packaging materials, freight (ii) analytical
                                         cost, (iii) conversion and packaging charges (“CCPC”) and (iv) administrative
                                         cost which shall be not more than twelve percent (12%) of sum of (i), (ii) and (iii).



 




    	 



    	 



    

 


		1.1.9.	“Commercialization”
                                         with a correlative meaning for “Commercialize” and “Commercializing”,
                                         means all activities undertaken before and after obtaining Regulatory Approvals relating
                                         specifically to the pre-launch, launch, promotion, detailing, medical education and medical
                                         liaison activities, marketing, pricing, reimbursement, sale, and distribution of the
                                         Products, including: (a) strategic marketing, sales force detailing, advertising, medical
                                         education and liaison, and market and Product support; (b) any post marketing clinical
                                         studies for use in generating data to be submitted to Regulatory Authorities (and all
                                         associated reporting requirements); and (c) all customer support, Product distribution,
                                         invoicing and sales activities.



 


		1.1.10.	“Confidential
                                         Information” means any all information or material that at any time before
                                         or after the Effective Date has been or is provided or communicated to the receiving
                                         Party by or on behalf of the Disclosing Party including by a Third Party pursuant to
                                         this Agreement or in connection with the transactions contemplated hereby or any discussions
                                         or negotiations with respect thereto; including but not limited to any data, ideas, concepts
                                         or techniques , manufacturing formula, Regulatory Documentation, clinical or bioequivalence
                                         studies, process of preparation, Specifications, Batch records contained therein; and
                                         any modifications thereof or derivations therefor. Confidential Information may be disclosed
                                         either orally, visually, electronically, in writing, by delivery of materials containing
                                         confidential information or other any other form now known or hereafter invented. All
                                         Information disclosed by either Party shall be deemed to be such Party’s Confidential
                                         Information disclosed hereunder.



 


		1.1.11.	“Control”
                                         means, with respect to any material, Information, or intellectual property right, that
                                         a Party owns or has a license to such material, Information, or intellectual property
                                         right and, in each case, has the ability to grant to the other Party access, a license,
                                         or a sublicense (as applicable) to the foregoing on the terms and conditions set forth
                                         in this Agreement without violating the terms of any then-existing agreement or other
                                         arrangement with any Third Party.



 


		1.1.12.	“Develop”
                                         or “Development” means all activities relating to performing Product
                                         pre-formulation activities, formulation development, API method verification and transfer,
                                         finished product analytical method development and transfer, analytical testing, analytical
                                         method validation from a GLP compliant laboratory, cleaning method development, manufacturing,
                                         packaging, stability testing, quality assurance, documentation, formulation and analytical
                                         technology transfer services and regulatory activities (e.g., regulatory applications)
                                         with respect to the Product, together with the manufacturing of the Product for the purpose
                                         of conducting the foregoing activities till the Regulatory Approval of the Product in
                                         the Territory. Development excludes Clinical trials or biostudies, which are conducted
                                         by local clinical research organization appointed by WINDLAS on behalf of and under guidance
                                         of MATEON.



 




    	 



    	 



    

 


		1.1.13.	“Development
                                         Costs” means the internal costs and out-of-pocket costs incurred as an expense
                                         by or on behalf of a Party or its Affiliates in carrying out the Development of the Product
                                         without limitation, (i) the costs of formulation and analytical development, (ii) costs
                                         related to manufacturing development including technology transfer cost; (iii) filing
                                         fees and other costs associated with any Regulatory Filings; and (iv) all other costs
                                         that are directly or indirectly attributable and reasonably allocable to the Development
                                         activities for the Products including out of pocket cost and internal costs. For purposes
                                         of this definition: (a) out-of-pocket costs mean the actual expense incurred with respect
                                         to a Third Party for specific Development activities relating to the Products; and (b)
                                         internal costs means the applicable FTE rates multiplied by the number of FTE hours expended
                                         in carrying out the Development activities in accordance with the development plan.



 


		1.1.14.	“Disclosing
                                         Party” means the Party disclosing Confidential Information under this Agreement.



 


		1.1.15.	“Dossier”
                                         shall mean and include dossier relating to the Product which is developed by WINDLAS
                                         and which contains all technical, chemistry, non-clinical and/or clinical information
                                         relating to the Product.



 


		1.1.16.	“Effective
                                         Date” has the meaning set forth in preamble hereto.



 


		1.1.17.	“Facility”
                                         or “Windlas Facility” means the manufacturing facility of WINDLAS
                                         Khasra number 40/1 Mohabewala Industrial Area, Dehradun – 248110, Uttarakhand,
                                         India or facility of the WINDLAS nominated sublicensee or subcontractor .



 


		1.1.18.	“Intellectual
                                         Property” means all patents, copyrights, trademarks, service marks, service
                                         names, trade names, internet domain names, e-mail addresses, applications or registration
                                         for any of the foregoing, or extensions, renewals, continuations or re-issues thereof,
                                         or amendments or modifications thereto, brand marks, brand names, trade dress, labels,
                                         logos, technical and non-technical information, trade secrets, formulae, techniques,
                                         sketches, drawings, models, inventions, designs, specifications, processes, apparatus,
                                         equipment, databases, research, experimental work, development, pharmacology and clinical
                                         data, software programs and applications, software source documents and any similar or
                                         other type of titles, rights and interests and intangible assets recognized under any
                                         laws as intellectual property, whether now existing or hereafter created, together with
                                         all modifications, enhancements and improvements thereto.



 


		1.1.19.	“Know-How”
                                         means any information or material that is confidential (except as provided hereinbelow)
                                         and proprietary, including, without limitation, ideas, concepts, discoveries, inventions,
                                         developments, improvements, know-how, trade secrets, designs, devices, equipment, process
                                         conditions, algorithms, notation systems, works of authorship, computer programs, technologies,
                                         formulas, techniques, methods, procedures, assay systems, applications, data, documentation,
                                         reports, chemical compounds, products and formulations, whether patentable or otherwise.



 




    	 



    	 



    

 


		1.1.20.	“Launch
                                         Date” means in respect of the Product, the first commercial supply of the Product
                                         by WINDLAS or MATEON to a Third Party in an arms-length transaction for Marketing the
                                         Product in the Territory.



 


		1.1.21.	“Liabilities”
                                         or “Liability” or “Damages” means all losses, costs,
                                         damages, judgments, settlements, interest, fees or expenses including, without limitation,
                                         all reasonable attorneys’ fees, experts’ or consultants’ fees, expenses
                                         and costs pursuant to any litigation or claim by Innovator or any Third Party(s)related
                                         to or arising from this Agreement or Commercialization of the Product.



 


		1.1.22.	“Litigation
                                         Costs” means out of pocket legal costs incurred by a Party regarding the Product,
                                         including all legal fees, costs and expenses incurred by such Party associated with any
                                         third party litigation and/or government investigation in connection with the Product
                                         (including settlement and damage awards, court costs and attorneys’ fees).



 


		1.1.23.	“Market”
                                         or “Marketing” or “Marketed” means promotion, distribution,
                                         marketing, advertising, use, sell, offer to sell and/or sale.



 


		1.1.24.	“Product”
                                         means a finished dosage, for human consumption, containing Artemisinin as specified in
                                         Annexure I, co-developed and owned by WINDLAS and MATEON and as may be amended by the
                                         Parties from time to time.



 


		1.1.25.	“Receiving
                                         Party” means the Party receiving Confidential Information.



 


		1.1.26.	“Regulatory
                                         Approval” means, with respect to the Product in the in any country or jurisdiction,
                                         any and all approvals, licenses, registrations, or authorizations of any Regulatory Authority
                                         necessary to Market such Product in such country, including, where applicable, (i) the
                                         Regulatory Approval Application (“RAA”) filed with the Regulatory Authority,
                                         and all variations thereto; (ii) pricing or reimbursement approval in such country, (iii)
                                         pre and post-approval marketing authorizations (including any prerequisite manufacturing
                                         approval or authorization related thereto), and (iv) labeling approval.



 


		1.1.27.	“Regulatory
                                         Authority(s)” means any and all governmental bodies, organizations and agencies
                                         whose approval is necessary to manufacture, store, import, use, export and/or market
                                         herbal, nutraceutical or pharmaceutical Product in the Territory.



 




    	 



    	 



    

 


		1.1.28.	“Regulatory
                                         Filings” means, with respect to the Products, any submission to a Regulatory
                                         Authority of any appropriate regulatory application specific to Products, and shall include,
                                         without limitation, any submission to a regulatory advisory board and any supplement
                                         or amendment thereto.



 


		1.1.29.	“Retained
                                         Territories” shall (a) for manufacturing mean as the Americas and China (and
                                         its territories including Hong Kong, Macau, and Taiwan); and (b) for marketing mean worldwide
                                         except India.



 


		1.1.30.	“Specifications”
                                         means the requirements and standards of the Regulatory Authority, and as agreed by the
                                         Parties, relating to the Product including manufacturing, handling, storing and packaging
                                         requirements of the Product, which may be amended or supplemented from time to time.



 


		1.1.31.	“Technology”
                                         shall mean detailed technological process which enables the manufacturing regulatory
                                         batches of the Product with all relevant technological parameters, including list of
                                         equipment necessary for application of the Technology; in-process controls with corresponding
                                         specifications and test methods, including specifications and test methods for used raw
                                         materials; and final product specifications and test methods with corresponding analytical
                                         and cleaning method validation and quality control methods.



 


		1.1.32.	“Term”
                                         shall have the meaning given in Section 6 of this Agreement



 


		1.1.33.	“Territory”
                                         shall mean India.



 


		1.1.34.	“Third
                                         Party” means any individual, partnership, association, corporation, limited
                                         liability company, trust, or other legal person or entity other than WINDLAS, MATEON
                                         and their respective Affiliates and Sublicensee.



 


		1.2.	Interpretation.
                                         Words in the singular shall be held to include the plural and vice versa and words of
                                         one gender shall be held to include the other genders as the context requires. The terms
                                         “hereof”, “herein” and “herewith” and words of similar
                                         import shall, unless otherwise stated, be construed to refer to this Agreement as a whole
                                         (including all of the Schedules, exhibits and appendices hereto) and not to any particular
                                         provision of this Agreement. Article, Section, Exhibit, Schedule and Appendix references
                                         are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement unless
                                         otherwise specified. The word “including” and words of similar import when
                                         used in this Agreement shall mean “including, without limitation”, unless
                                         the context otherwise requires or unless otherwise specified.



 


2.
Subject Matter of Agreement




 


		2.1.	MATEON
                                         and WINDLAS intend to collaborate on formulation development, manufacturing, clinical
                                         research, commercialization and distribution of Artemisinin as a herbal supplement (or
                                         as a medicinal drug in future) for use as an anti-viral (including for COVID-19 patients)
                                         in a humanitarian effort for India. The collaboration is driven by the Parties desire
                                         to expedite the treatment and prevention of COVID-19. MATEON represented that it has
                                         demonstrated potent anti-viral activity of the supplement versus SARS-CoV-2 based on
                                         in-vitro testing of medical grade Artemisinin. WINDLAS has the required experience in
                                         developing cGMP compliant dosage forms of herbal supplements, nutraceuticals, AYUSH products
                                         and allopathic medicines. MATEON will provide technical support to WINDLAS to seek government
                                         approval of the herbal supplement in India with a clinical trial to demonstrate the efficacy
                                         of Artemisinin as a therapy. WINDLAS shall Develop the Artemisinin formulation, scale
                                         up the Product, manufacture batches, sponsor and conduct the biostudy of the Product
                                         by engaging a local CRO, manage clinical trials, seek regulatory approval of the Product,
                                         manufacture and market the Product(s) in India.



 




    	 



    	 



    

 


		2.2.	MATEON
                                         shall retain exclusive rights to market Product worldwide except in India. For the purpose
                                         of clarity and for the purpose of this Agreement, Mateon shall have rights to market
                                         the Product in all countries of the world (including Retained Territories) except India.
                                         WINDLAS shall have exclusive rights to market the Product only in India. WINDLAS shall
                                         have exclusive rights to Develop, Manufacture and Market Artemisinin Product in India.
                                         MATEON agrees and acknowledges that WINDLAS shall have right to manufacture Artemisinin
                                         Product (or its future herbal or allopathic variants) at its own or subcontracted sites
                                         and supply to MATEON’s (or its other marketing partners’) worldwide market
                                         excluding Retained Territories. Subject to terms and conditions agreed herein, MATEON
                                         shall purchase the requirement of the Product (or its future herbal or allopathic variants)
                                         from WINDLAS for worldwide market excluding Retained Territories.



 


3.
Licenses




 


		3.1.	Parties
                                         agree that MATEON has conducted in-vitro studies and demonstrated potent anti-viral activity
                                         of the Artemisinin herbal supplement on SARS-CoV-2 based on in-vitro testing of medical
                                         grade of Artemisinin. MATEON Control and owns Know-how, Non-Clinical data and Intellectual
                                         Property Rights of the Product (collectively “MATEON Property”). MATEON agrees
                                         to license an exclusive, royalty-free, irrevocable, perpetual rights of MATEON’s
                                         Property to WINDLAS to perform formulation development, manufacture, conduct or have
                                         conducted clinical research or clinical trials, use or have used, sale, offer to sell,
                                         market, distribute, and otherwise commercialize Artemisinin as a herbal supplement or
                                         medicinal drug in future for use as an anti-viral (including for COVID-19 patients) in
                                         the Territory.



 


		3.2.	WINDLAS
                                         will, at its own cost, Develop the Product, its Know-How and Technology. WINDLAS shall
                                         compile Dossier and do Regulatory Fillings of the Dossier with the Regulatory Authority
                                         in the Territory. For all other countries, other than the Territory, Parties shall mutually
                                         agree, in writing, to extend this collaboration for WINDLAS to Develop, manufacture,
                                         compile Dossier and do Regulatory filings at Mateon’s cost on country-by-country
                                         basis. WINDLAS shall provide reasonable support to MATEON for regulatory submissions.



 


		3.3.	MATEON
                                         shall have exclusive rights to Market the Product worldwide, on its own or its sublicensees,
                                         except for India wherein WINDLAS shall have the exclusive marketing rights. Notwithstanding
                                         anything contained herein, WINDLAS shall have exclusive rights to Manufacture, Market
                                         or Commercialize the Product in the Territory.



 




    	 



    	 



    

 


		3.4.	MATEON
                                         agrees to license non-exclusive, irrevocable, perpetual rights of MATEON’s Property
                                         to WINDLAS to manufacture, supply and export the Product for worldwide market except
                                         Retained Territories. The supply price of the Product shall be negotiated in good faith
                                         at arm’s-length based on CMO industry standards. Parties shall agree on a Base
                                         Supply Price (defined in Section 6.2) for each Product and atleast three (03)
                                         months before the launch of the Product in any country, Parties shall, in good faith
                                         discuss, and finalize sharing of margins or markup percentages or other business arrangement
                                         on country by country basis over and above the Base Supply Price.



 


		3.5.	Upon
                                         commercialization of a Product in the India, WINDLAS shall built a margin over and above
                                         the COGS (hereinafter “Profit Margin”), before selling or offering it any
                                         other Third Party including co-marketing partners or sub-licensee for marketing the Product
                                         in India. WINDLAS agrees to share fifty percent (50%) of the said Profit Margin to MATEON
                                         as royalty on sale of Product in the Territory.



 


		3.6.	Sublicenses.
                                         Parties may grant sublicenses to one or more Third Parties of the licenses granted to
                                         WINDLAS hereunder for performance of certain obligations in this Agreement including
                                         conduct of clinical trials or marketing of Product in any country under this Agreement,
                                         subject to other Party’s prior written consent, such consent shall not be unreasonably
                                         withheld. Each Party shall remain responsible for the performance of its obligations
                                         set forth herein by each of its Sublicensees.



 


4.
Scope of Work




 


		4.1.	MATEON
                                         has represented WINDLAS that MATEON controls, owns and holds the MATEON’s Property.
                                         MATEON will transfer the Technology of the Product to WINDLAS for WINDLAS to Develop
                                         the formulation of the Product and scale up the process for manufacturing batches for
                                         clinical trials and other batches for regulatory submission of the Dossier (defined
                                         above) to the Regulatory Authority in the Territory as per the terms and conditions
                                         set forth in this Agreement. MATEON shall take supplies of clinical batches and other
                                         batches from WINDLAS. WINDLAS, on behalf of MATEON and its cost, shall conduct the clinical
                                         trials of the Product in the Territory or have it conducted by the clinical research
                                         organization, compile and submit the Dossier to Regulatory Authority in the Territory
                                         and do all necessary acts required for approval of the Dossier in the Territory. The
                                         scope of work to be performed by the Parties to the Agreement is set forth in Annexure
                                         I as amended from time to time. Subject to the specific activities and other details
                                         set forth in Annexure I, below is a general outline of the activities of the Parties
                                         to be performed under this Agreement:



 


		4.1.1.	Obligations
                                         of MATEON: MATEON shall, at its own cost,



 


		4.1.1.1.	engage
                                         WINDLAS to sponsor and conduct the study in India.



 




    	 



    	 



    

 


		4.1.1.2.	pay
                                         management & services fee to WINDLAS as provided in Annexure –II of this Agreement



 


		4.1.1.3.	work
                                         in exchange for access to the formulation development data of WINDLAS and the clinical
                                         trial data for the trial conducted in India.



 


		4.1.1.4.	collaborate
                                         with WINDLAS and its CRO on final protocol submission to the Ethical Committees ( hereinafter
                                         “EC”).



 


		4.1.1.5.	Review
                                         submission Dossier to the EC’s for completion.



 


		4.1.1.6.	Provide
                                         scientific and operational oversight for the study.



 


		4.1.1.7.	Provide
                                         in-vitro testing protocol to WINDLAS for the Product.



 


		4.1.1.8.	Work
                                         with WINDLAS on a joint press release upon EC approval for international publication.



 


		4.1.1.9.	Collaborate
                                         with WINDLAS on publishing study in reputable scientific journals.



 


		4.1.2.	Obligations
                                         of WINDLAS: WINDLAS shall, at its own cost,



 


		4.1.2.1.	Sponsor
                                         and conduct the study in India by engaging a local CRO.



 


		4.1.2.2.	Develop
                                         the formulation as per the applicable GMP guidelines.



 


		4.1.2.3.	Manufacture
                                         the Clinical Trial Material (CTM) batches.



 


		4.1.2.4.	Secure
                                         the necessary approvals from Regulatory Authority for the clinical study including regulatory
                                         documents, dossiers for Ethical Committees, manufacturing licenses etc. in the Territory.



 


		4.1.2.5.	Supervise
                                         the Clinical Research Organization (hereinafter “CRO”) to ensure timelines
                                         and audit CRO to ensure data quality.



 


		4.1.2.6.	Advise
                                         MATEON on all aspects of the clinical trial in the course of the study.



 


		4.1.2.7.	Provide
                                         MATEON any data required on the GMP manufacturing process for the product.



 


		4.1.2.8.	Provide
                                         MATEON with relevant data from the study.



 


		4.1.2.9.	Provide
                                         MATEON with GMP manufactured Product for distribution worldwide.



 


		4.1.2.10.	Collaborate
                                         with MATEON on publishing study in reputable scientific journals.



 


		4.1.2.11.	Work
                                         with MATEON for a joint press release upon EC approval for international publication.



 


		4.1.3.	Obligations
                                         of Parties



 


		4.1.3.1.	Parties
                                         will collaborate on an expanded trial in India.



 


		4.1.3.2.	Parties
                                         companies will collaborate on a humanitarian effort for distribution to address the pandemic



 




    	 



    	 



    

 


5.
PRODUCT DEVELOPMENT AND REGULATORY SUBMISSION




 


		5.1.	Within
                                         sixty (60) days after the Effective Date, the Parties will agree upon a development plan
                                         for the Development of the Products in the Territory (the “Development Plan”).
                                         The Development Plan includes all clinical studies to be performed for the Products,
                                         including those that are required for Regulatory Approval for the Products in the Territory.
                                         WINDLAS shall, at MATEON’s cost, provide reasonable support to MATEON for regulatory
                                         submissions in all countries other than the Territory.



 


		5.2.	WINDLAS
                                         shall Develop the Products and seek Regulatory Approval of the Product in the Territory
                                         by timely and diligently conducting all development activities under the Development
                                         Plan. MATEON shall co-operate with WINDLAS and shall provide all the information, data,
                                         documents required by WINDLAS.



 


		5.3.	Developmental
                                         Cost. Subject to terms and conditions agreed herein, as agreed herein between the Parties,
                                         all Development Costs associated with Product in the Territory shall be borne by WINDLAS.
                                         MATEON shall bear the Clinical Trials Cost or Biostudies Cost conducted by WINDLAS or
                                         WINDLAS designated local CRO on behalf of MATEON. WINDLAS shall not be responsible for
                                         any Developmental Cost incurred by MATEON on the Product outside the Territory.



 


		5.4.	WINDLAS
                                         shall be responsible, at its sole cost, for preparing and filing all regulatory applications,
                                         submissions, notifications, and registrations made to or with a Regulatory Authority
                                         that are necessary to for approval of the Product in the Territory, with all necessary
                                         aid and support to be provided by MATEON. WINDLAS shall be the sole holder of all approvals
                                         granted by the Regulatory Authorities in the Territory and will have operational responsibility
                                         for interactions with Regulatory Authorities, including meeting with Regulatory Authorities.
                                         WINDLAS shall keep MATEON updated on the Regulatory Submissions made by WINDLAS.



 


		5.5.	WINDLAS
                                         shall manufacture clinical trial batches and submission batches required for conducting
                                         clinical trial in the Territory and seeking Regulatory Approval of the Product in the
                                         Territory.



 


		5.6.	WINDLAS
                                         shall comply with all Applicable Laws in the performance of the obligations in the Territory.
                                         WINDLAS will be responsible for obtaining and maintaining, at its expense, all permits,
                                         licenses, approvals, authorizations and the like required for its performance of the
                                         obligations in the Territory.



 


		5.7.	WINDLAS
                                         shall prepare and compile the Dossier for seeking Regulatory Approval of the Product
                                         in the Territory as per the Applicable Laws.



 


6.
MANUFACTURING AND SUPPLY




 


		6.1.	Agreement
                                         to Supply and to Purchase.



 


		6.1.1.	Post
                                         approval of the Product in the Territory or any country in the world except Retained
                                         Territories, WINDLAS shall manufacture and supply the cGMP compliant Product as per MATEON’s
                                         requirement for worldwide markets except Retained Territories.



 




    	 



    	 



    

 


		6.1.2.	During
                                         the Term of this Agreement, MATEON shall purchase the Products from WINDLAS for commercialization
                                         of the Product worldwide, excluding within the Retained Territories, on terms and conditions
                                         set forth in this Agreement.



 


		6.2.	Supply
                                         Price or Base Supply Price. Subject to Section 3.4, Parties shall in good faith discuss
                                         and mutually agree on a Base Supply Price. Base Supply price will be sum of COGS and
                                         an additional ten percent (10%) margin on the COGS. Base Supply Price shall be reviewed
                                         and revised on annual basis.



 


		6.3.	Forecast.
                                         Unless otherwise mutually agreed between the Parties, Four months prior to the anticipated
                                         Launch Date for the Product in the Territory or any country in the world except Retained
                                         Territories, MATEON shall provide to WINDLAS with a twelve (12) month rolling forecast
                                         of its anticipated demand for the Product, set out on a quarterly basis, which shall
                                         be updated by MATEON after the Launch Date for the Product in each country of the Territory,
                                         by the seventh (7th) date of calendar quarter (“Rolling Forecast”).



 


		6.4.	Ordering.
                                         MATEON shall order the Product by issuing a purchase order to WINDLAS from time-to-time
                                         (“Purchase Order”). Unless otherwise mutually agreed between the Parties,
                                         the First Purchase Order shall be placed one hundred and twenty (120) days prior to the
                                         required Delivery Date and all subsequent Purchase Orders shall be placed ninety (90)
                                         days prior to the required Delivery Date and such Purchase Order shall set out the following:



 


		6.4.1.1.	the
                                         description of the Product required;



 


		6.4.1.2.	the
                                         required delivery date (“Delivery Date”)



 


		6.4.1.3.	number
                                         of Batches required; and



 


		6.4.1.4.	such
                                         other conditions and information that are necessary for supplying the Product to MATEON.



 


		6.5.	Delivery
                                         and Shelf-Life. WINDLAS shall deliver the Product by the Delivery Date to MATEON
                                         on Ex-Factory (WINDLAS Facility) (Incoterms 2010) (“Delivery Destination”).
                                         MATEON shall be responsible for insuring, storing and transporting the Product from the
                                         Delivery Destination at its own expense. Unless otherwise mutually agreed herein, the
                                         Product shall, upon dispatch of Product from Facility, have a minimum shelf-life of eighty-five
                                         (85%) of the total shelf-life of the Product.



 


7.
COMMERCIAL TERMS.




 


		7.1.	Invoice.
                                         WINDLAS will invoice MATEON at the Supply Price agreed between the Parties on Product
                                         by Product and country-by-country basis. For the first consignment of Product, MATEON
                                         shall make 50% (fifty percent) of total invoice amount payment along with the Purchase
                                         Order and the balance 50% (fifty percent) before the shipping of the Product. For all
                                         subsequent Product purchases, MATEON shall pay invoices within 60 days (sixty days) from
                                         the date of invoice and the total amount in said invoice will be guaranteed by a irrevocable
                                         Letter of Credit. Parties shall on annual basis review the Supply Price. In case of increase
                                         or decrease in cost of raw materials, API, packaging materials, labour, markup or operational
                                         expenses, Parties shall in good faith revise the Supply Price (“Revised Supply
                                         Price”).



 




    	 



    	 



    

 


		7.2.	Payments.
                                         Any delay in payment of invoices for a period of more than 15 (fifteen) days shall attract
                                         a payment of interest @1.5% per month for number of days of delay. Unless otherwise agreed,
                                         all payments required to be paid under this Agreement shall be made in United States
                                         Dollars [USD].



 


		7.3.	Taxes.



 


		7.3.1.	Both
                                         Parties shall abide by the tax laws and shall be solely responsible for any breach of
                                         such tax laws (as applicable).



 


		7.3.2.	Taxes
                                         on Supply of Products. All payments hereunder for supply of Products shall be exclusive
                                         of all applicable taxes at the time being in force or levied on supply of Product. Further,
                                         any applicable taxes will be deducted from the payment to be made to other Party subject
                                         to avail of required documents under laws of land and proof of payment of such taxes
                                         to the government will be provided to the said party for claiming tax credit within 30
                                         days of receiving certificate from the relevant authority. Each Party shall bear sole
                                         responsibility for payment of compensation to their respective personnel, employees and
                                         subcontractors and for all employment taxes, income tax and withholding with respect
                                         to such compensation pursuant to Applicable Law.



 


		7.3.3.	Royalty
                                         Payments. All royalty payments made under this Agreement by WINDLAS to MATEON shall
                                         be subject to deduction of tax on source (plus surcharge and cess, as may be applicable)
                                         under the Income Tax Act or any other applicable law of land at the time being in force.
                                         At the end of each quarter, WINDLAS shall provide MATEON with proof of payment of such
                                         taxes to the government (Withholding certificate) for claiming tax credit within 30 (thirty)
                                         days of receiving certificate from the relevant authority.



 


		7.3.4.	Service
                                         Fee. For any services performed by WINDLAS for or on behalf of MATEON, WINDLAS shall
                                         raise service invoice for pre approved service fees towards providing of service under
                                         this agreement with applicable tax at the time being in force. MATEON shall pay invoice
                                         after deducting tax as per the law of land and India US tax treaty.



 


		7.3.5.	Reimbursement
                                         of Expenses. WINDLAS shall raise invoice for pre-approved expenses advanced or incurred
                                         by WINDLAS under this Agreement for MATEON. MATEON shall reimburse the invoice within
                                         thirty (30) days of receipt of the invoice. No tax shall be deducted from the payment
                                         of invoice for reimbursement unless applicable as per the law of land.



 




    	 



    	 



    

 


8.
COMMERCIALIZATION OF THE PRODUCT




 


		8.1.	WINDLAS
                                         shall, at its own cost, obtain all necessary permissions, licenses and/or permits required
                                         to Market the Product in the Territory. WINDLAS shall employ its own sales force or any
                                         other distribution mechanism for Marketing the Product in the Territory. WINDLAS shall
                                         Market the Product under its own Trademark. WINDLAS shall solely be responsible for any
                                         liability arising out of use of promotional material, artwork, and Trademark of the Product
                                         in the Territory. WINDLAS shall conduct all pharmacovigilance or post marketing activities
                                         in the Territory at its own expense and shall keep MATEON updated. WINDLAS may also offer
                                         the Product to co-marketing partners who may launch the Product under their own brand
                                         names and their own distribution networks.



 


		8.2.	MATEON
                                         shall, at its own cost or through its Sublicensee, obtain all necessary permissions,
                                         licenses and/or permits required to Market the Product outside the Territory. MATEON
                                         shall employ its own sales force for Marketing or any other distribution mechanism for
                                         the Product outside the Territory. MATEON shall solely be responsible for any liability
                                         arising out of the Product or this Agreement outside the Territory. MATEON shall conduct
                                         all pharmacovigilance or post marketing activities outside the Territory at its own expense
                                         and shall keep WINDLAS updated.



 


9.
REPRESENTATIONS AND WARRANTIES




 


		9.1.	Representation
                                         and Warranties



 


		9.1.1.	Each
                                         Party represents, and warrants to other Party that:



 


		9.1.1.1.	it
                                         has the corporate authority to enter into this Agreement and to perform its obligations
                                         hereunder;



 


		9.1.1.2.	to
                                         the best of its knowledge neither the execution and delivery of this Agreement nor its
                                         performance hereunder conflicts with violates any statute, law, rule, regulation, writ,
                                         injunction, judgment, order or decree of any court, administrative agency or governmental
                                         authority;



 


		9.1.1.3.	this
                                         Agreement is a legal, valid and binding instrument and is enforceable in accordance with
                                         its terms;



 


		9.1.1.4.	it
                                         has not entered or will enter, directly or indirectly, into any contract or any other
                                         transaction with any Third Party or Affiliate that conflicts or derogates from its undertakings
                                         under this Agreement;



 


		9.1.1.5.	it
                                         has requisite expertise and financial capability to enter this Agreement; and



 




    	 



    	 



    

 


		9.1.1.6.	None
                                         of each Party or any of its employees, consultants, sublicensee or subcontractors providing
                                         services or otherwise engaging in activities under this Agreement has been debarred,
                                         or convicted of a crime which could lead to debarment, under the United States Generic
                                         Drug Enforcement Act of 1992, 21 United States Code §§335(a) and (b), or any
                                         comparable foreign law or regulation. In the event any such person has been debarred
                                         or convicted of a crime which could lead to debarment, each Party shall provide written
                                         notice to other Party immediately upon becoming aware of such occurrence;



 


		9.1.1.7.	Any
                                         or all the documents, data, information provided by one Party to other Party shall be
                                         true and shall not contain any falsified data.



 


		9.1.2.	MATEON
                                         hereby represents, warrants and covenants to WINDLAS that:



 


		9.1.2.1.	MATEON
                                         owns and holds the MATEON’s Property including Know-How and Intellectual Property
                                         of the Product;



 


		9.1.2.2.	MATEONS’s
                                         Property does not infringe Third Party rights including Intellectual Property Rights;



 


		9.1.2.3.	There
                                         are no pending claims against MATEONS’s Property and MATEON is free to license
                                         MATEON’s Property to WINDLAS;



 


		9.1.2.4.	WINDLAS
                                         performance of obligations under this Agreement will not infringe any Third Party rights
                                         including Intellectual Property Rights;



 


		9.1.2.5.	MATEON
                                         grants exclusive rights to WINDLAS to Develop, register, Manufacture, conduct clinical
                                         trials, Market, use, sell, offer to sell, and Commercialize the Product in the Territory;



 


		9.1.2.6.	MATEON
                                         shall purchase the Product from WINDLAS for worldwide markets except Retained Territories;



 


		9.1.2.7.	WINDLAS’s
                                         Market or Commercialization of the Product(s) in the Territory does not and will not
                                         infringe any Third Party rights including intellectual property rights; and



 


		9.1.2.8.	Licenses
                                         granted or will be granted by MATEON under this Agreement shall be irrevocable, perpetual
                                         and royalty free.



 


		9.1.3.	WINDLAS
                                         hereby represents, warrants and covenants to MATEON that:



 


		9.1.3.1.	WINDLAS
                                         shall manufacture and supply cGMP compliant Product to MATEON;



 




    	 



    	 



    

 


		9.1.3.2.	WINDLAS
                                         shall maintain all permits, licenses, approvals required for manufacturing and Marketing
                                         of the Product in the Territory;



 


		9.1.3.3.	It
                                         has qualified and experienced personnel to assume responsibility for the proper conduct
                                         of the Project;



 


		9.1.3.4.	Product
                                         supplied for clinical trials shall be in conformity to the standards set forth by Regulatory
                                         Authority in the Territory as per the Applicable Law and are free from any manufacturing
                                         defect;



 


		9.1.3.5.	WINDLAS
                                         shall maintain the manufacturing facility as per the requirement of Regulatory Authorities
                                         as per Applicable laws in the Territory; and



 


		9.1.3.6.	WINDLAS
                                         shall manufacture and supply Products to MATEON.



 


10.
INTELLECTUAL PROPERTY.




 


		10.1.	Ownership
                                         of Intellectual Property Rights. All Intellectual Property Rights owned by a Party
                                         hereto on the Effective Date and all improvements thereto made by a Party shall continue
                                         to be owned by such Party. WINDLAS agrees that MATEON shall be the absolute owner of
                                         MATEON’s Property. Intellectual Property which is independently generated by a
                                         Party at its own cost shall be retained by the said Party. WINDLAS shall own absolute
                                         rights in Intellectual Property generated by WINDLAS during Development of Product including
                                         formulation or process Intellectual Property Rights. Any Intellectual Property which
                                         will be generated by joint efforts of the Party, shall be jointly owned by the Parties.
                                         Notwithstanding anything contained herein, no implied licensing of any IP of either party
                                         may be assumed by virtue of supply of any materials/ sharing of documents / joint technical
                                         discussions unless otherwise explicitly agreed between the Parties in writing in this
                                         Agreement.



 


		10.2.	Intellectual
                                         Property Matters.



 


		10.2.1.	MATEON
                                         agrees that MATEON, at its own cost and expense, shall be responsible for and shall defend
                                         and hold WINDLAS fully harmless against the claims of any Third Parties related to or
                                         arising out of infringement of Intellectual Property Rights owned or controlled by any
                                         Third Party except for the matters set forth in Section 10.3. WINDLAS shall do reasonable
                                         efforts to provide all information required by MATEON in litigation matters.



 


		10.2.2.	MATEON
                                         shall be entitled to postpone, delay, suspend the Launch Date or cease the Marketing
                                         and commercialization of the Product in the country other than the Territory in the event
                                         litigation relating to such Product is pending, threatened or reasonably anticipated
                                         by MATEON. In the Territory, WINDLAS shall be entitled to postpone, delay, suspend the
                                         Launch Date or cease the Marketing and commercialization of the Product in the event
                                         litigation relating to such Product is pending, threatened or reasonably anticipated
                                         by WINDLAS.



 




    	 



    	 



    

 


		10.3.	Trademark.
                                         WINDLAS shall have the sole right to determine and own the trademark under which the
                                         Product will be sold in the Territory. WINDLAS shall own all right, title, and interest
                                         to the trademarks affixed to the Product, and shall be responsible for the registration,
                                         prosecution, and maintenance thereof. WINDLAS shall defend and hold MATEON fully harmless
                                         against the claims of any Third Parties related to or arising out of infringement of
                                         Trademark owned or controlled by any WINDLAS in the Territory.



 


11.
INDEMNIFICATION: LIMITATION ON LIABILITY.




 


		11.1.	Indemnification
                                         by MATEON. MATEON hereby agrees to indemnify, defend and hold WINDLAS, its Affiliates,
                                         and their respective directors, managers, officers, shareholders, employees, consultant
                                         and agents (collectively “WINDLAS Indemnitees”), harmless from and against
                                         any losses, liabilities, damages, costs and expenses, including reasonable attorney’s
                                         fees and disbursements (collectively, “Damages”) incurred by WINDLAS
                                         Indemnitees in connection with any suits, investigations, claims or demands by Third
                                         Parties resulting directly from or arising out of (i) breach by MATEON of any of its
                                         representations or warranties and obligations under this Agreement; (ii) gross negligence
                                         or willful misconduct of MATEON or its Affiliates; (iii) any acts or omissions of Mateon
                                         outside the Territory; (iv) use of or reference to Mateon’s Property; (v) Market,
                                         Commercialization or sell of the Product by Mateon, its Affiliates or Sublicensee in
                                         any country outside Territory; (vi) any product liability claim arising out of disposal,
                                         misapplication of, handling, use of defective or unsafe Products, the cause of which
                                         is attributable to the storage, handling and/or transportation of the Product after the
                                         delivery thereof to MATEON; (vii) any claim arising out of the infringement or misappropriation
                                         of any rights of Third Parties including the Intellectual Property rights of any third
                                         party relating to promotion, marketing, disposition, sale, offer to sale, use, distribution,
                                         labelling, shipment of the Product or product incorporating the Product by MATEON or
                                         its Affiliates or Sublicensee; and/or (viii) commercialization of the Product in any
                                         country; except, in each case, to the extent of WINDLAS’s indemnification obligations
                                         under Section 11.2.



 


		11.2.	Indemnification
                                         by WINDLAS. WINDLAS hereby agrees to indemnify, defend and hold MATEON, its Affiliates,
                                         and their respective directors, managers, officers, shareholders, employees and agents
                                         (collectively “MATEON’s Indemnitees”), harmless from and against any
                                         Damages incurred by MATEON’s Indemnitees, in connection with any and all suits,
                                         investigations, claims or demands by Third Parties resulting from or rising out of (i)
                                         breach by WINDLAS of any of its representations or warranties and obligations under this
                                         Agreement; (ii) any gross negligence or willful misconduct of WINDLAS or its Affiliates;
                                         (iii) manufacture, shipment, storage, testing and/or handling of the proven defective
                                         Product(s) by WINDLAS; (iv) any claim arising out of the infringement or misappropriation
                                         of any rights of Third Parties by Windlas Trademark in the Territory; except, in each
                                         case, to the extent of MATEON’s indemnification obligations under Section 11.1.



 




    	 



    	 



    

 


		11.3.	Indemnification
                                         Procedure. As soon as a Party becomes aware of the possibility of a claim involving
                                         indemnification under this Section 11 (“Indemnified Party”),
                                         the Indemnified Party shall give the other Party (“Indemnifying Party”)
                                         prompt written notice in writing and shall permit the Indemnifying Party to have control
                                         over the defense of such claim or suit. The Indemnified Party agrees to provide all reasonable
                                         information and assistance to the Indemnifying Party in such defense. No such claims
                                         shall be settled other than by the Indemnifying Party defending the same, and then only
                                         with the consent of the other Party, which shall not be unreasonably withheld or delayed;
                                         provided however, that the Indemnified Party shall have no obligation to consent
                                         to any settlement of any such claim which imposes on the Indemnified Party any liability
                                         or obligation which cannot be assumed and performed in full by the Indemnifying Party.



 


		11.4.	Limitation
                                         of Liability. In no event shall either Party be liable to the other Party for any
                                         incidental, special, exemplary, consequential or punitive damages, even if other Party
                                         has been advised of the possibility of such damages, arising out of or in connection
                                         with this Agreement or arising from any claim relating to this Agreement, whether such
                                         claim is based on contract, tort or otherwise. Notwithstanding anything above, WINDLAS
                                         total and aggregate liability arising out of any and all claims under this Agreement
                                         (or any agreement entered into in furtherance to this Agreement) in any particular calendar
                                         year during the Term shall not exceed any amount paid by MATEON to the WINDLAS in the
                                         immediately preceding 12 (twelve) months.



 


		11.5.	INSURANCE.
                                         During the Term of the Agreement and for a period of three (3) years from the last
                                         delivery of the Product or until the expiry date of the last batch manufactured whichever
                                         is later, each Party shall obtain and maintain, at its sole expense, adequate insurance
                                         policy as is necessary to cover its responisbilities and risks under this Agreement.
                                         Each Party shall provide proof of insurance to the other Party.



 


12.
CONFIDENTIAL INFORMATION.




 


		12.1.	Each
                                         Party to this Agreement shall maintain in strict, confidence, and shall not disclose
                                         to any Third Party, any Confidential Information observed by or disclose or on behalf
                                         of the other Party pursuant to this Agreement. Each Party shall not use or disclose such
                                         Confidential Information except as permitted by this Agreement. Each Party shall safeguard
                                         with confidential and proprietary nature of the Confidential Information of the other
                                         Party with at least the same degree of care as it holds its own Confidential Information
                                         of like kind, which shall be no less than a reasonable degree of care. Notwithstanding
                                         the foregoing, the preceding restrictions shall not apply to information that the Receiving
                                         Party can sufficiently demonstrate by written records:



 


		12.1.1.	Was
                                         lawfully in its possession prior to the time of disclosure pursuant to this Agreement;



 


		12.1.2.	Is
                                         or becomes public knowledge through no fault, omission, of the Receiving Party;



 




    	 



    	 



    

 


		12.1.3.	was
                                         disclosed to the receiving Party, other than under an obligation of confidentiality,
                                         by a third party who had no obligation to the disclosing Party not to disclose such information
                                         to others; or



 


		12.1.4.	Was
                                         independently developed for or by the Receiving Party, without violating the terms of
                                         this Agreement.



 


In
case any disclosure of Disclosing Party’s Confidential Information is required and if the Disclosing Party seeks a protective
order or any other remedy, Receiving Party shall promptly cooperate with and reasonably assist the Disclosing Party in such efforts.


 


		12.2.	Return
                                         of Confidential Information. Upon expiry or termination of this Agreement, the Receiving
                                         Party shall promptly return or destroy, at the Disclosing Party’s option, all Confidential
                                         Information of the Disclosing Party.



 


		12.3.	The
                                         provisions of this Section 12 shall survive the termination or expiration of this
                                         Agreement and for a period of five (05) years thereafter.



 


13.
TERM AND TERMINATION.




 


		13.1.	Term.
                                         This Agreement shall commence on the Effective Date and shall continue for a period of
                                         five [(05)] years, unless earlier terminated pursuant to this Section 13 (“Initial
                                         Term”). Prior to expiry of the Initial Term, this Agreement may be renewed,
                                         as mutually agreed between the Parties by a written instrument, on mutually acceptable
                                         terms and conditions (“Renewal Term”). The Initial Term and the Renewal
                                         Term shall be collectively referred to as “Term”.



 


		13.2.	Pre-Termination
                                         Negotiation. In an event that either Party intends to terminate this Agreement, for
                                         any reasons stated in Section 13 of this Agreement, the Party shall notify the other
                                         Party in writing stating the reason for such proposed termination (“Problem”).
                                         Parties shall then within five (05) working days of receipt of such notification, nominate
                                         two (02) persons from each Party, which will form joint forum for discussion (“JFD”).
                                         The JFD will, in good faith, try to amicably find the solution for the Problem. In an
                                         event the JFD is not able to reach a mutually agreeable solution within forty-five (45)
                                         days from the date of notification, the provisions of termination in Section 13.3 to
                                         13.6 of this Agreement will automatically trigger.



 


		13.3.	Material
                                         Breach. This Agreement may be terminated by either Party, on a Product-by-Product
                                         basis or on a country-by-country basis or for a particular product for a particular country
                                         or in its entirety, by written notice of sixty (60) days provided to the other Party
                                         at any time during the Term if the other Party (the “Breaching Party”)
                                         is in material breach or default of any of its obligations hereunder or any of its representations
                                         or warranties hereunder.



 


		13.4.	Change
                                         in Control. In the event of change in Control of a Party, such Party shall
                                         inform the other Party of such change in Control within no more than 30 days from the
                                         time the change of control occurs, after which, the other Party shall have the absolute
                                         right and discretion to either (i) seek reasonable assurances to its satisfaction that
                                         the terms and provisions hereof; or (ii) terminate this Agreement with a written notice
                                         to the other Party, which termination shall be effective immediately. In case of Change
                                         in Control or assignment or transfer of rights of a Party under this Agreement to any
                                         Third Party, the said Party shall seek No Objection Certificate (“NOC”) from
                                         the other Party.



 




    	 



    	 



    

 


		13.5.	Mutual
                                         Termination. Parties shall mutually terminate the Agreement upon failure of the clinical
                                         trial of the Product in the Territory or refusal to approve the Product by Regulatory
                                         Authority in the Territory.



 


		13.6.	Consequences
                                         of termination. Expiration or termination of this Agreement for whatever reason shall
                                         not affect the liabilities or obligations of the Parties hereunder in respect of matters
                                         accrued at the time of such expiration or termination and shall be without prejudice
                                         to any other right or remedies available at law or in equity. Upon the effective date
                                         of expiration of the Term or upon termination of this Agreement, the following consequences
                                         shall apply:



 


		13.6.1.	In
                                         case Parties mutually agree to terminate the Agreement pursuant to section 13.4, MATEON
                                         agrees to pay WINDLAS for all the cost incurred or advanced by WINDLAS till the date
                                         of termination.



 


		13.6.2.	In
                                         case MATEON terminates the Agreement, post Regulatory Approval of the Product in the
                                         Territory, MATEON shall grant all rights in the Product and MATEON’s Property for
                                         the Territory to WINDLAS. Licenses granted by MATEON to WINDLAS shall continue to survive
                                         till such time WINDLAS, WINDLAS Sub-licensee or co-marketing partner continues to market
                                         the Product in the Territory and three (03) years thereafter. The licenses granted hereunder
                                         this Agreement shall terminate three (03) years after WINDLAS Sub-licensee and co-marketing
                                         partner ceases to market the Product in the Territory.



 


		13.6.3.	In
                                         case MATEON terminates the Agreement for any country, other than the Territory, for the
                                         reasons related to supply price or failure to maintain regulatory approval of the facility
                                         and for the reasons not attributable to WINDLAS, Parties shall mutually agree on the
                                         future course of action including finding an alternative contract manufacturing organization
                                         for supply of products at reasonable cost.



 


		13.6.4.	MATEON
                                         shall purchase any Product ordered by means of Confirmed Purchase Order and shall have
                                         the right to sell off its available inventory of Product in the Retained Territory; and



 


		13.6.5.	Parties
                                         shall settle the accounts as of on the date of termination.



 


		13.6.6.	If
                                         MATEON terminates the Agreement due to Supply Failure solely attributable to WINDLAS,
                                         Parties shall, in good faith, decide the future course of action including supply from
                                         alternate facility. Parties shall, in good faith, mutually select and appoint a contract
                                         manufacturing organization (“CMO”) within six (06) months of such supply
                                         failure and get the Product manufactured and supplied to each Party from the said CMO.
                                         WINDLAS shall make all reasonable efforts to ensure continuous supply of Product from
                                         the alternate CMO facility. If WINDLAS terminates this Agreement for reasons other than
                                         Supply failure or regulatory reasons, WINDLAS shall do reasonable efforts to manufacture
                                         and supply Products to MATEON till the supply starts from alternative CMO facility.



 




    	 



    	 



    

 


		13.6.7.	Except
                                         to the extent of the rights granted under Clause 13.6.2, each Party agrees that it shall
                                         not use Intellectual Property Rights, Confidential Information, Technology and Know-How
                                         (collectively “Property”) of other Party. If any of the Party intends to
                                         use Property of the other Party, the Party intended shall pay reasonable compensation
                                         to the other Party, who is legal owner of that Property.



 


		13.7.	Survival.
                                         The termination or expiration of this Agreement shall not affect the survival and continuing
                                         validity of Section 7 (Disputes as to Payment), Section 9 (Representations
                                         and Warranties), Section 10 (Intellectual Property), Section 11(Indemnification),
                                         Section 11.5(Insurance), Section 12 (Confidential Information), Section
                                         13.6 (Consequences of termination), Section 13.7 (Survival), Section 14
                                         (Notices), Section 15 (Governing Law and Dispute Resolution) and Section
                                         16 (Miscellaneous).



 


14.
NOTICES.




 


		14.1.	All
                                         notices, requests, consents and other communications required or permitted under this
                                         Agreement shall be in writing and shall be (as elected by the Party giving such notice)
                                         hand delivered by messenger or courier service, sent by facsimile (with confirmation
                                         received of recipient’s number) to the number set forth below, or mailed by registered
                                         or certified mail (postage prepaid), return receipt requested, or delivered by delivery
                                         service, addressed to:



 


	If
    to MATEON:	MATEON
    THERAPERUTICS, INC.
	 	Attn:
    Vuong Trieu, Ph. D.
	 	29397
    Agoura Road, Suite 107
	 	Agoura
    Hills, CA 91301
	 	 
	If
    to WINDLAS:	WINDLAS
    BIOTECH LTD
	 	 Plot
    No. 40/1, Mohabewala Industrial Area,
	 	 Dehradun
    – 248110 (Uttaranchal)
	 	Attention:
    Head, Legal
	 	Facsimile:
    +91-124-2821059


 


		14.2.	Each
                                         such notice shall be deemed delivered (a) on the date delivered if by personal delivery
                                         (including by delivery service, with proof of delivery), (b) on the date telecommunicated
                                         if by facsimile (with confirmation of receipt), and (c) on the date upon which the return
                                         receipt is signed or delivery is refused, as the case may be, if mailed.



 




    	 



    	 



    

 





15.
GOVERNING LAW AND DISPUTE RESOLUTION.




 


		15.1.	This
                                         Agreement shall be governed by and interpreted in accordance with international law,
                                         under exclusive jurisdiction of the courts of Singapore.



 


		15.2.	If
                                         any question of Dispute shall, at any time during the term of this Agreement or thereafter
                                         arise between the Parties with respect to the validity, interpretation, implementation
                                         or alleged material breach of any provision of this Agreement or the rights and/or obligations
                                         of the Parties hereunder, or regarding any question including as to whether the termination
                                         of this Agreement by either Party has been legitimate, then the Parties shall attempt
                                         to settle such dispute amicably between them. In the event that such Dispute has not
                                         been amicably settled within 60 (sixty) days, then such a question or Dispute shall be
                                         referred to and finally resolved by arbitration under the SIAC Rules (Singapore International
                                         Arbitration Centre Rules). The seat of the arbitration shall be Singapore. All proceedings
                                         of such arbitration, including without limitation, any agreements or awards, shall be
                                         in the English language.



 


		15.3.	Interim
                                         Relief. Pending the selection of the arbitrator or pending the arbitrator’s
                                         determination of the merits of any Dispute, either Party may seek appropriate interim
                                         or provisional relief from any court of competent jurisdiction in India, as deemed necessary
                                         by such Party, to protect the rights or property of such Party.



 


16.
MISCELLANEOUS




 


		16.1.	Relationship.
                                         WINDLAS and MATEON are and shall remain independent contractors. Nothing contained herein
                                         shall be construed to place the Parties in relationship of partners, in a joint venture,
                                         principal, or an employer and employee. Neither Party shall have the power to assume,
                                         create or incur any liability or obligation of any kind, express or implied, in the name
                                         of or on behalf of the other Party by virtue of this Agreement.



 


		16.2.	Binding
                                         Effect and Assignment. This Agreement shall be binding upon and inure to the benefit
                                         of the Parties hereto and their respective successors and permitted assigns.



 


		16.3.	Force
                                         Majeure.



 


		16.3.1.	Notwithstanding
                                         anything contained herein, neither Party shall be liable to the other Party for any non-performance
                                         or delay in the fulfillment of its obligations when any such non-performance or delay
                                         shall be occasioned by any unforeseeable cause beyond the reasonable control of MATEON
                                         or WINDLAS (or their respective Affiliates), as the case may be, including acts of God,
                                         fire, flood, earthquakes, break-down of the plant, explosions, sabotage, strikes, civil
                                         commotion, riots, military invasions, wars, failure of carriers, or any acts, restraints,
                                         requisitions, regulations, or directives issued by a competent government authority (“Force
                                         Majeure Events”), provided that such non-performance or delay shall be promptly
                                         communicated to the Party not affected by the Force Majeure Event.



 




    	 



    	 



    

 


		16.3.2.	In
                                         the event that either Party is delayed in discharging its obligations under this Agreement
                                         beyond 120 days (one hundred and twenty days) on account of a Force Majeure Event, such
                                         Party shall notify the other forthwith, and shall nevertheless make every endeavor, in
                                         good faith, to discharge its said obligations, even if in a partial or compromised manner.
                                         If either Party is unable to perform its obligations hereunder as a result of a Force
                                         Majeure Event the Party not affected by the Force Majeure Event can terminate the Agreement.



 


		16.4.	Press
                                         Releases. Except as otherwise mutually agreed by the Parties or as required by applicable
                                         Law or the rules of any stock exchange, no Party shall issue or cause the publication
                                         of any other press release or public announcement with respect to the transactions contemplated
                                         by this Agreement without the express prior written approval of the other Party, which
                                         approval shall not be unreasonably withheld or delayed



 


		16.5.	Severability.
                                         Should any part or provision of this Agreement be held invalid or unenforceable or in
                                         conflict with Applicable Law by a court of competent jurisdiction, the invalid or unenforceable
                                         part or provision shall, provided that it does not go to the essence of this Agreement,
                                         be replaced with a revision which accomplishes, to the extent possible, the original
                                         commercial purpose of such part or provision in a valid and enforceable manner.



 


		16.6.	Amendment.
                                         No modification, amendment, variation, extension, or waiver of this agreement or any
                                         provision hereof shall be binding or effective unless in writing and signed by a duly
                                         authorized representative of each of the Parties.



 


		16.7.	Waiver.
                                         No waiver by either Party, whether express or implied, of its rights under any provision
                                         of this Agreement shall constitute a waiver of such Party’s rights under such provisions
                                         at any other time or a waiver of such Party’s right under any other provision of
                                         this Agreement. No failure by any Party to strictly enforce any of the provisions of
                                         this Agreement, to exercise any right under this Agreement, or to take any action against
                                         any breach of this Agreement or default by another Party shall constitute a waiver of
                                         the former Party’s right to enforce any provision of this Agreement, to exercise
                                         such right or to take action against such breach or default or any subsequent breach
                                         or default by such other Party.



 


		16.8.	Entire
                                         Agreement. This Agreement (including its Schedules) constitutes the entire agreement
                                         between the Parties with respect to its subject matter and supersedes all prior agreements,
                                         arrangements, dealings or writings between the Parties.



 


		16.9.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall be deemed
                                         and together shall constitute one and the same instrument. This Agreement may be delivered
                                         by PDF transmission and receipt of a PDF copy of any Party’s signature shall be
                                         considered to be receipt of an original copy thereof; provided that any Party
                                         executing this Agreement by PDF shall, as soon as practicable following execution of
                                         this Agreement, provide an originally executed counterpart of this Agreement to the other
                                         Party.



 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their duly authorized representatives
and to be effective as of the Effective Date.


 


	MATEON
    THERAPEUTICS, INC	 
	 	 	 
	By:	/s/Vuong
    Trieu	 
	Name:	Vuong
    Trieu, Ph. D.	 
	Title:	CEO	 
	 	 	 
	WINDLAS
    BIOTECH LIMITED	 
	 	 	 
	By:	/s/
    Hitesh Windlass	 
	Name:	Hitesh
    Windlass	 
	Title:	Managing
    Director	 


 




    	 



    	 



    

 


ANNEXURE
– I


 


		PRODUCT	



 


	Product
    	 	API	 	Strengths	 	Territory	 	Packs	 	Approved
    By	 	Supply
    Price	 	Royalty
	 	 	 	 	 	 	 	 	 	 	Ayush	 	TBD	 	TBD
	 	 	 	 	 	 	 	 	 	 	FSSAI	 	TBD	 	TBD
	 	 	 	 	 	 	 	 	 	 	DCGI	 	TBD	 	TBD


 


SCOPE
OF WORK:


 


[PLEASE
INCLUDE SCOPE OF WORK/DEVELOPMENT PLAN]


 




    	 



    	 



    

 


ANNEXURE
–II


 


FEE
SCHEDULE


 


FINANCIAL
DETAILS (to be finalized in the CTA between Windlas and CRO)


 


	Professional Fee Charges	 	Amount in INR	 
	Technical and advisory services	 	 	68,31,000	 
	Insurance costs	 	 	5,50,000	 
	Local taxes @ 18%	 	 	13,28,580	 
	Any incidental costs approved by both parties (to be added in relevant milestone)	 	 	 	 
	Total Amount:	 	 	87,09,850	 



 


STUDY
TIMELINES AND PAYMENT MILESTONE


 


	Sr. No.	 	Milestone Payment for Professional Fee	 	Amount in INR	 
	1.	 	On Signing Contract	 	 	22,61,116	 
	2.	 	After 1st EC
    approval 	 	 	16,12,116	 
	3.	 	After 2 sites initiated for clinical trial	 	 	8,06,058	 
	4.	 	50 % of Recruitment Over in Clinical trial	 	 	12,09,087	 
	5.	 	100 % of Recruitment Over	 	 	8,06,058	 
	6.	 	Database Lock	 	 	8,06,058	 
	7.	 	Clinical Study Report + any incidental amount	 	 	12,09,087	 
	 	 	Total	 	 	87,09,850	*



 


		●	Incidental
                                         amount if any approved by both parties to be added in relevant milestone.