Exhibit 10.5


 








 


June 1, 2016



[EMPLOYEE NAME]



Re: Retention Bonus



Dear [EMPLOYEE NAME]:


 


Lion Biotechnologies, Inc. today announced
that it is effecting a financing, that it will appoint a new Chief Executive Officer, and that it is appointing three new directors
to its Board of Directors. We consider your continued service and dedication to Lion important to our current business plan.
Accordingly, to induce you to remain employed with Lion and to alleviate any concerns about your job security, we are pleased to
offer you a retention bonus, as described in this letter agreement. The retention bonus is in addition to any other compensation
or bonus payment you are currently entitled to.


 


In recognition of your continued service
with Lion, we are offering you a cash retention bonus in the amount of $200,000. If you remain employed with Lion on the following
dates, you will earn the following retention payments: (i) $100,000 on December 31, 2016, and (ii) $100,000 on June 30, 2017. If
your employment is terminated by Lion without “cause” (as defined below) before either December 31, 2016 or June 30,
2017, you will be entitled to the payment you would have earned on either December 31, 2016 or June 30, 2017, respectively. You
will not be entitled to a pro-rata portion of any bonus payment if you resign, retire, are terminated by Lion with “cause”,
or otherwise are not employed with Lion on either December 31, 2016 or June 30, 2017.


 


In addition, in the event of a “change
in control” of Lion that occurs after the current financing but before June 30, 2017, you will be entitled to receive the
retention bonus, less any portion previously paid to you as described above, if you are employed by Lion on the date of the change
in control. This bonus will be paid promptly after the change of control transaction occurs. A “change in control”
for this purpose means the sale of a controlling interest in Lion (whether by merger, consolidation, recapitalization, reorganization
or sale of securities of Lion) or of a majority of the business and assets of Lion.


 


This letter agreement does not entitle you
to continued employment by Lion or otherwise affect your employment status or any employment related agreement that you may have
entered into with Lion. Accordingly, Lion will continue to have the right to terminate your employment at any time, with or without
cause. For the purposes of this letter agreement, “cause” means that Lion can terminate your employment because your
performance is not satisfactory, because you have engaged in an act of dishonesty that is injurious to Lion, because of your intentional
misconduct, willful neglect or gross negligence in the performance of your duties, or because you are convicted of a crime.


 






     


     


    












 





[EMPLOYEE NAME]


[DATE]


Page 2




 





 


Lion will pay to you one-half of the retention
bonus on each of December 31, 2016 and June 30, 2017 if such dates are regularly scheduled payroll dates or, if not, then Lion
will pay the bonuses on the first payroll date after those dates. All payments to you under this letter agreement will be subject
to applicable withholding and payroll deductions.


 


This letter agreement contains all of the
understandings and representations between Lion and you relating to the retention bonus or any similar bonus and supersedes all
prior and cotemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, with respect
to any such bonus. This letter agreement may not be amended or modified unless in writing signed by Lion and you. This letter agreement
may be executed and delivered (by facsimile, pdf, or otherwise) in counterparts, each of which, when executed and delivered, shall
be deemed an original, and both of which together shall constitute the same agreement. Delivery of an executed signature page of
this letter agreement in pdf, or by facsimile. email or other electronic means, shall be as effective as delivery of a manually
executed signature page.


 


We look forward to your continued employment
with us.


 


	 	 	Very truly yours,	 
	 	 	 	 
	 	 	 	 
	 	 		 
	 	 	Chief Financial Officer	 
	 	 	Lion Biotechnologies, Inc.	 
	 	 	 	 
	Agreed to and accepted:                                ,
    2016	 	 	 
	 	 	 	 
	 	 	 	 
		 	 	 
	[EMPLOYEE NAME]	 	 	 
	 	 	 	 


 




 



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