EX-10.3



 Exhibit 10.3 

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

This Amendment No. 1 to Second Amended and Restated Employment Agreement (the “Amendment”) is entered into as of October 2, 2017 by and
between Mateon Therapeutics, Inc., a Delaware corporation formerly known as OXiGENE, Inc. (the “Company”), and Dr. David J. Chaplin, an individual (the “Executive”). Capitalized terms used but not defined herein shall
have the meaning ascribed to such terms in the Second Amended and Restated Employment Agreement (as defined below). 
 W I T N E S S E T
H: 
 WHEREAS, the Company and the Executive are parties to a Second Amended and Restated Employment Agreement dated January 1, 2017 (the
“Second Amended and Restated Employment Agreement”); and 
 WHEREAS, the Company and the Executive desire to amend the Second Amended and Restated
Employment Agreement with respect to the compensation to be paid to the Executive in order to conserve funds until further financing is secured, as specified herein. 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Second Amended and Restated Employment Agreement is amended as follows: 
 1. Temporary Reduction in Salary.
Notwithstanding Section 3 of the Second Amended and Restated Employment Agreement, effective October 2, 2017, Executive’s Base Salary shall be reduced to $110,000 (the “Reduced Salary”). Executive shall be paid the
Reduced Salary in accordance with the Company’s normal payroll policies until the occurrence of a Financing Event. For purposes of this Amendment, the term “Financing Event” means: (a) the closing of an equity financing with
gross proceeds equal to or greater than $4,000,000, (b) the execution of a licensing or collaboration agreement for OXi4503 or CA4P with an up-front payment equal to or greater than $4,000,000 if the Company funds the remainder of Study OX1222,
(c) any combination of (a) and (b) whereby the gross proceeds are equal to or greater than $4,000,000, or (d) the execution of a licensing or collaboration agreement for OXi4503 or CA4P with an up-front payment equal to or
greater than $1,000,000 if the licensee or collaborator funds the remainder of Study OX1222. Immediately upon the closing of a Financing Event, provided Executive remains employed with the Company as of the date of the closing of the Financing
Event, Executive’s salary shall be reinstated to the previous Base Salary amount of $220,000. The Compensation Committee will consider whether any additional compensation shall be paid to Executive related to the period of Reduced Salary.
Executive understands and agrees that Executive has already been paid all wages due and owing under the Second Amended and Restated Employment Agreement as of the date of this Amendment. 

2. Effect of Amendment on “Good Reason”. Notwithstanding the definition of “Good Reason” as stated in Section 6.6 of the Second
Amended and Restated Employment Agreement, nothing in this Amendment, including the temporary reduction of Executive’s Base Salary, shall constitute Good Reason for Executive to resign Executive’s Employment. The parties agree that the
Reduced Salary is intended to be temporary and that Executive is receiving the additional consideration of continued employment with the Company. During the period of Reduced Salary, if there is a Change in Control of the Company and
Executive’s employment is terminated or Executive terminates for Good Reason, any sums due to Executive shall be based on Executive’s Base Salary before the salary reduction effective with this Amendment No. 1. 

3. Effective Date. This Amendment shall be effective as of October 2, 2017 (the “Effective Date”). 

4. Other Provisions. Except as specifically modified herein, the terms of the Second Amended and Restated Employment Agreement shall remain in full
force and effect. It is understood and agreed that this Amendment to the Second Amended and Restated Employment Agreement shall become part of the Second Amended and Restated Employment Agreement and shall be a binding agreement upon execution by
the parties. 







 IN WITNESS WHEREOF, Company and Executive have caused this Amendment to be executed as of the date first above
written. 
  

									
		  	MATEON THERAPEUTICS, INC.
				
	By:	  	 /S/ WILLIAM D. SCHWIETERMAN
	  		  	 /S/ DAVID J. CHAPLIN

		  	Name:	  	William D. Schwieterman, M.D.	  		  	David J. Chaplin, Ph.D.
		  	Title:	  	Chief Executive Officer