Exhibit
10.1


 


Oncotelic
Therapeutics, Inc.


29397
Agoura Rd., Suite 107 Agoura Hills, CA 91301


 


STRICTLY
CONFIDENTIAL


 


Oncotelic
Therapeutics, Inc (Oncotelic) and Autotelic Inc. (Autotelic) Term Sheet


 


The
following term sheet (“Term Sheet”) sets forth a summary of the basic terms of a contemplated licensing transaction (“Transaction”),
wherein Oncotelic, a Delaware Corporation with its shares traded on OTCQB (OTLC) and Autotelic, a California Corporation, would enter
into a licensing transaction, with an anticipated closing date no later than the 4th quarter of 2021. This Term Sheet is binding
on the parties and shall survive termination as defined.


 


	Consideration	Autotelic
    will out-license its product comprising of the intra-nasal drug and delivery system related to, but not limited to, nasal apomorphine
    (the “Product”) to Oncotelic. Oncotelic shall in-license the Product for the indications and for the consideration as
    shown in Schedule A below.  
	 	 
	Structure	Subject
    to U.S. tax laws and other considerations, the Transaction will be structured as a standard licensing transaction. 
	 	 
	Conditions
    to Closing	Principal conditions to the consummation of the Transaction will include, among others:
	 	 	 
	 	1.	Completion
    of a due diligence review to the satisfaction of both parties
	 	2.	No
    material adverse change at Autotelic or Oncotelic.
	 	3.	Approval
    of the licensing transaction by the respective Board of Directors of Oncotelic and of Autotelic prior to signature of the Definitive
    Agreement(s).
	 	4.	Receipt
    of all necessary approvals, including governmental consents, if any.
	 	 	 
	Covenants	Each
    party shall continue to maintain and operate its business in the ordinary course prior to closing. 
	 	 
	Publicity	By
    joint approvals from both parties. 
	 	 
	Execution
    and exclusivity	The
    parties agree to not take more than five (5) days for the execution of this Term Sheet and 30 days from signing the term sheet to
    enter into a definitive agreement. 


 




    	 



    	ONCOTELIC / OTLC Term Sheet -- Strictly Confidential



    










 


	Intellectual
    Property	Autotelic
    owns, or has the right to use under license, all Intellectual Property Rights necessary for the operation of its business as conducted
    prior to the execution of the Term Sheet. 
	 	 
	Representations
    Warranties	Absence
    of Litigation by either Party.
	 	 
	Confidentiality	The
    Parties signed a mutual non-disclosure agreement on August 12, 2021. 
	 	 
	Termination	This
    Term Sheet will terminate if and when (a) the Definitive Agreement(s) are signed (b) mutual agreement of the parties to terminate
    any further discussions or (b) the date that is 30 calendar days after the date of this Term Sheet unless the parties mutually agree
    to extend. 
	 	 
	Governing
    Law	California,
    without regard to conflict of laws principles. 


 


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    	ONCOTELIC / OTLC Term Sheet -- Strictly Confidential



    




 


[SIGNATURE
PAGE TO TERM SHEET]


 


	Autotelic
    Inc.	 	Oncotelic
    Therapeutics, Inc.
	 	 	 	 	 
	By:	/s/
    Chulho Park 	 	By:	/s/
    Saran Saund 
	Name:	Chulho
    Park PhD  	 	Name:	Saran
    Saund   
	Title:	Chief
    Scientific Officer	 	Title:	Chief
    Business Officer
	Date:	08/31/2021   	 	Date:	08/31/2021  


 




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    	ONCOTELIC / OTLC Term Sheet -- Strictly Confidential



    

 





EXHIBIT
A


 


Schedule
of Oncotelic Payments by Milestone to Autotelic


 


	Milestones	 	Transaction Value	 	 	Actions
	 	 	 	 	 	 
	Tranche 1	 	$	1,000,000	 	 	Upon fund raising of $20M or more by Oncotelic or uplisting to Nasdaq/NYSE.   

	 	 	 	 	 	 	 
	Tranche 2	 	$	2,000,000	 	 	Upon FDA acceptance of 505(b)2 pathway for Parkinson’s Disease (PD) 

	 	 	 	 	 	 	 
	Tranche 3	 	$	2,000,000	 	 	Upon first patient in (FPI) for any clinical trial supporting PD or erectile dysfunction (ED) 

	 	 	 	 	 	 	 
	Tranche 4	 	$	2,500,000	 	 	Upon first patient in (FPI) for phase 2 clinical trial supporting female sexual dysfunction (FSD) 

	 	 	 	 	 	 	 
	Tranche 5	 	$	2,500,000	 	 	Upon first patient in (FPI) for phase 3 clinical trial supporting FSD 

	 	 	 	 	 	 	 
	Tranche 6	 	$	10,000,000	 	 	Upon Marketing approval for PD 

	 	 	 	 	 	 	 
	Tranche 7	 	$	10,000,000	 	 	Upon Marketing approval for ED 

	 	 	 	 	 	 	 
	Tranche 8	 	$	10,000,000	 	 	Upon Marketing approval for FSD 

	 	 	 	 	 	 	 
	Tranche 9	 	$	10,000,000	 	 	When either or all of the assets for PD, ED or FSD achieves licensing deal of value of $50M or over OR when either or all of the assets for PD, ED or FSD achieves gross revenues of $50M or over.



 


	In
    Addition, Royalties on net sales at a rate to be defined in the Definitive Agreement(s) but not less than 15%.


 




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    	ONCOTELIC / OTLC Term Sheet -- Strictly Confidential



    

 


EXHIBIT
B


 


Intellectual
Property Listing


 




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