EX-10.2



 EXHIBIT 10.2 

Option No.                     

MATEON THERAPEUTICS, INC. 

Stock Option Grant Notice 

Stock Option Grant under the Company’s 

2017 Equity Incentive Plan 
  

							
	1.	  	Name and Address of Participant:	  	  
	  	
				
		  		  	  
	  	
				
		  		  	  
	  	
				
	2.	  	Date of Option Grant:	  	  
	  	
				
	3.	  	Type of Grant:	  	 Non-Qualified
	  	
				
	4.	  	Maximum Number of Shares for which this Option is exercisable:	  	  
	  	
				
	5.	  	Exercise (purchase) price per share:	  	  
	  	
				
	6.	  	Option Expiration Date:	  	  
	  	
				
	7.	  	Vesting Start Date:	  	  
	  	
		
	8.	  	Vesting Schedule: This Option shall become exercisable (and the Shares issued upon exercise shall be vested) as follows provided the Participant is an Employee, director or Consultant of the Company or of an Affiliate on
the applicable vesting date:

  

	

 [Insert Vesting Schedule] 

The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan. 

The Company and the Participant acknowledge receipt of this Stock Option Grant Notice and agree to the terms of the Stock Option Agreement attached hereto and
incorporated by reference herein, the Company’s 2017 Equity Incentive Plan and the terms of this Option Grant as set forth above. 
  

			
	MATEON THERAPEUTICS, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	  

	Participant









 MATEON THERAPEUTICS, INC. 

STOCK OPTION AGREEMENT - INCORPORATED TERMS AND CONDITIONS 

AGREEMENT made as of the date of grant set forth in the Stock Option Grant Notice by and between Mateon Therapeutics, Inc. (the
“Company”), a Delaware corporation, and the individual whose name appears on the Stock Option Grant Notice (the “Participant”). 

WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $0.01 par value per share (the
“Shares”), under and for the purposes set forth in the Company’s 2017 Equity Incentive Plan (the “Plan”); 

WHEREAS, the Company and the Participant understand and agree that any terms used and not defined herein have the same meanings as in the
Plan; and 
 WHEREAS, the Company and the Participant each intend that the Option granted herein shall be of the type set forth in the Stock
Option Grant Notice. 
 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto agree as follows: 
  

	 	1.	GRANT OF OPTION. 

 The Company hereby grants to the Participant the right and option to
purchase all or any part of an aggregate of the number of Shares set forth in the Stock Option Grant Notice, on the terms and conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the
Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan. 
  

	 	2.	EXERCISE PRICE. 

 The exercise price of the Shares covered by the Option shall be the
amount per Share set forth in the Stock Option Grant Notice, subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares after the date hereof (the “Exercise
Price”). Payment shall be made in accordance with Paragraph 10 of the Plan. 
  

	 	3.	EXERCISABILITY OF OPTION. 

 Subject to the terms and conditions set forth in this
Agreement and the Plan, the Option granted hereby shall become vested and exercisable as set forth in the Stock Option Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan. 

 

	 	4.	TERM OF OPTION. 

 This Option shall terminate on the Option Expiration Date as specified
in the Stock Option Grant Notice, but shall be subject to earlier termination as provided herein or in the Plan. 
 If the Participant
ceases to be an Employee, director or Consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to
the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to
the Option Expiration Date as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall
expire and be cancelled on the Termination Date. 
 In the event of the Participant’s Disability or death within three months after the
Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after the Option Expiration Date as specified in the Stock Option Grant Notice. 

In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise
any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the
contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which
would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. 







 In the event of the Disability of the Participant, as determined in accordance with the Plan, the
Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option
shall be exercisable: 
  

	 	(a)	to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and 


 

	 	(b)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights
that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service
due to Disability. 

 In the event of the death of the Participant while an Employee, director or Consultant of the Company or
of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one year after the date of death of the Participant or, if earlier, on or prior to the Option Expiration Date as specified in the Stock Option Grant Notice.
In such event, the Option shall be exercisable: 
  

	 	(x)	to the extent that the Option has become exercisable but has not been exercised as of the date of death; and 

  

	 	(y)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the
Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death. 

  

	 	5.	METHOD OF EXERCISING OPTION. 

 Subject to the terms and conditions of this Agreement, the
Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto (or in such other form acceptable to the Company, which may include electronic notice). Such
notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Company). Payment of the
Exercise Price for such Shares shall be made in accordance with Paragraph 10 of the Plan. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such
Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall
have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice
exercising the Option, shall be registered in the Company’s share register in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the
person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the
Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable. 
  

	 	6.	PARTIAL EXERCISE. 

 Exercise of this Option to the extent above stated may be made in
part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant to this Option. 
  

	 	7.	NON-ASSIGNABILITY. 

 The Option shall not
be transferable by the Participant otherwise than by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules
thereunder, and the Participant, with the approval of the Administrator, may transfer the Option for no consideration to or for the benefit of the Participant’s Immediate Family (including, without limitation, to a trust for the benefit of the
Participant’s Immediate Family or to a partnership or limited liability company for one or more members of the Participant’s Immediate Family), subject to such limits as the Administrator may establish. Such transferee shall remain subject
to all the terms and conditions applicable to the Option prior to such transfer and each such transferee shall so acknowledge in writing as a condition precedent to the effectiveness of such transfer. The term “Immediate Family” shall mean
the Participant’s spouse, former spouse, 

  
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parents, children, stepchildren, adoptive relationships, sisters, brothers, nieces, nephews and grandchildren (and, for this purpose, shall also include the Participant). Except as
provided above in this paragraph, the Option shall be exercisable, during the Participant’s lifetime, only by the Participant (or, in the event of legal incapacity or incompetency, by the Participant’s guardian or representative) and shall
not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of
the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void. 

 

	 	8.	NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. 

 The Participant shall have no rights as a
stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s share register in the name of the Participant. Except as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration. 
  

	 	9.	ADJUSTMENTS. 

 The Plan contains provisions covering the treatment of Options in a number
of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company are hereby made applicable
hereunder and are incorporated herein by reference. 
  

	 	10.	TAXES. 

 The Participant acknowledges that any income or other taxes due from him or her
with respect to this Option or the Shares issuable pursuant to this Option shall be the Participant’s responsibility. The Participant acknowledges and agrees that (i) the Participant was free to use professional advisors of his or her
choice in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress;
(ii) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or
other effects or implications of the Option, the Shares or other matters contemplated by this Agreement; and (iii) neither the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any
applicable costs, taxes, or penalties associated with the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code. 

The Participant agrees that the Company may withhold from the Participant’s remuneration, if any, the minimum statutory amount of
federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from
such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to
satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. 
  

	 	11.	PURCHASE FOR INVESTMENT. 

 Unless the offering and sale of the Shares to be issued upon
the particular exercise of the Option shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue the Shares covered by such exercise unless the Company has determined that such exercise and
issuance would be exempt from the registration requirements of the Securities Act and until the following conditions have been fulfilled: 
  

	 	(a)	The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to,
or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon any certificate(s) evidencing the Shares
issued pursuant to such exercise: 

 “The shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company
shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws;” and 

  
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 (b)    If the Company so requires, the Company shall have received an
opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the Securities Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares
until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including without limitation state securities or “blue sky” laws). 

 

	 	12.	RESTRICTIONS ON TRANSFER OF SHARES. 

 12.1    The Participant agrees
that in the event the Company proposes to offer for sale to the public any of its equity securities and such Participant is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an agreement
restricting the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer, whether in privately negotiated transactions or to the public in open market transactions or otherwise, any Shares or other securities
of the Company held by him or her during such period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of the offering, plus such additional period of time as may be required to comply with
Marketplace Rule 2711 of the National Association of Securities Dealers, Inc. or similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall be in writing and in form and
substance reasonably satisfactory to the Company and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the Participant has signed such an agreement, the Company may impose stop-transfer
instructions with respect to the Shares or other securities of the Company subject to the foregoing restrictions until the end of the Lock-Up Period. 

12.2    The Participant acknowledges and agrees that neither the Company, its shareholders nor its directors and officers,
has any duty or obligation to disclose to the Participant any material information regarding the business of the Company or affecting the value of the Shares before, at the time of, or following a termination of the service of the Participant by the
Company, including, without limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with or into another firm or entity. 

 

	 	13.	NO OBLIGATION TO MAINTAIN RELATIONSHIP. 

 The Participant acknowledges that: (i) the
Company is not by the Plan or this Option obligated to continue the Participant as an Employee, director or Consultant of the Company or an Affiliate; (ii) the Plan is discretionary in nature and may be suspended or terminated by the Company at
any time; (iii) the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iv) all
determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be
exercisable, will be at the sole discretion of the Company; (v) the Participant’s participation in the Plan is voluntary; (vi) the value of the Option is an extraordinary item of compensation which is outside the scope of the
Participant’s employment or consulting contract, if any; and (vii) the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments. 
  

	 	14.	NOTICES. 

 Any notices required or permitted by the terms of this Agreement or the Plan
shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed as follows: 
 If to the Company:

 Mateon Therapeutics, Inc. 

701 Gateway Blvd, Suite 210 

South San Francisco, CA 94080 

Attention: Chief Financial Officer 
 If to the
Participant at the address set forth on the Stock Option Grant Notice 
 or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail. 


  
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	 	15.	GOVERNING LAW. 

 This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in California and agree
that such litigation shall be conducted in the state courts of San Mateo County, California or the federal courts of the United States for the Northern District of California. 

 

	 	16.	BENEFIT OF AGREEMENT. 

 Subject to the provisions of the Plan and the other provisions
hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. 
  

	 	17.	ENTIRE AGREEMENT. 

 This Agreement, together with the Plan, embodies the entire agreement
and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or
agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the
Plan. 
  

	 	18.	MODIFICATIONS AND AMENDMENTS. 

 The terms and provisions of this Agreement may be
modified or amended as provided in the Plan. 
  

	 	19.	WAIVERS AND CONSENTS. 

 Except as provided in the Plan, the terms and provisions of this
Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a
waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent. 
  

	 	20.	DATA PRIVACY. 

 By entering into this Agreement, the Participant: (i) authorizes the
Company and each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such
Affiliate shall request in order to facilitate the grant of options and the administration of the Plan; and (ii) authorizes the Company and each Affiliate to store and transmit such information in electronic form for the purposes set forth in
this Agreement. 
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 Exhibit A 

NOTICE OF EXERCISE OF STOCK OPTION 
  

	To:	Mateon Therapeutics, Inc. 

 IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such
time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective. 

Ladies and Gentlemen: 
 I hereby exercise my
Stock Option to purchase                      shares (the “Shares”) of the common stock, $0.01 par value, of Mateon Therapeutics, Inc. (the
“Company”), at the exercise price of $         per share, pursuant to and subject to the terms of that Stock Option Grant Notice dated
            , 20    . 
 I understand the nature of the
investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the
exercise of the Option and the purchase and subsequent sale of the Shares. 
 I am paying the option exercise price for the Shares as
follows: 
  

                       
                                         
                                         
                
 Please issue the Shares (check one): 

 

	 	☐	to me; or 

  

	 	☐	to me and                     , as joint tenants with right of survivorship, 


at the following address: 
  

                       
                                         
                 

                       
                                         
                 

                       
                                         
                 
 My mailing address for shareholder
communications, if different from the address listed above, is: 
  

                       
                                         
                 

                       
                                         
                 

                       
                                         
                 
  

	
	Very truly yours,
	
	  

	 Participant (signature)

	
	  

	 Print Name

	
	  

	 Date




  
 Exhibit A-1