Windlas Mateon MOU

Exhibit 10.1

MEMORANDUM OF UNDERSTANDING (MOU)

Memorandum of Understanding

Between

Windlas Biotech Private Limited

Dehradun, Uttarakhand, India

And

Mateon Therapeutics, Inc.

Agoura Hills, California, USA

RECITALS

This Memorandum of Understanding (MOU) sets forth our mutual understanding regarding an intended co-development agreement between Mateon Therapeutics, Inc. (“Mateon”), having a place of business at 29397 Agoura Road, Suite 107, Agoura Hills, CA 91301, USA and Windlas Biotech Private Limited (“Windlas”) with place of business at 705-706 Vatika Professional Point, Golf Course Extension Road, Gurgaon, HR 122001, India. (collectively “The Parties”).

AREAS OF COLLABORATION

The said Memorandum of Understanding lists the responsibilities of each party and any sub-contractors for either. It is understood that any such agreement is subject to our mutual consensus on terms and entering into by Mateon and Windlas of a definitive agreement (DA). The subject of this collaboration is limited to Artemisinin based products (herbal supplements and or future medicinal products).

OVERVIEW

Mateon and Windlas wish to collaborate on formulation development, manufacturing, clinical research, commercialization and distribution of Artemisinin as a herbal supplement (or 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 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 Windlas to seek government approval of the herbal supplement in India with a clinical trial to demonstrate the efficacy of Artemisinin as a therapy. Mateon recognizes Windlas’s formulation development, manufacturing and distribution capabilities India which will be required for getting this Ayurvedic herb to as broad a population as possible.

MATEON OBLIGATIONS AND RESPONSIBILITIES

Mateon will:

Windlas OBLIGATIONS AND RESPONSIBILITIES

Windlas will (at its own cost):

RIGHTS and OBLIGATIONS FOR BOTH COMPANIES

CONFIDENTIALITY

Each Party undertakes to observe the confidentiality and secrecy of documents, information and other data received from, or supplied to, the other Party during the period of the implementation of this Memorandum of Understanding or any other agreements made pursuant to this Memorandum of Understanding;

Both Parties agree that the provisions of this Article shall continue to be binding between the Parties notwithstanding the termination of this Memorandum of Understanding.

SUSPENSION

Each Party reserves the right for reasons of national security, national interest, public order or public health to suspend temporarily, either in whole or in part, the implementation of this Memorandum of Understanding. The suspension shall take effect immediately after notification has been given to the other Party through written communication.

REVISION, MODIFICATION AND AMENDMENT

Either Party may request in writing a revision, modification or amendment of all or any part of this Memorandum of Understanding;

Any revision, modification or amendment agreed to by the Parties shall be in writing and shall form part of this Memorandum of Understanding.

Such revision, modification or amendment shall come into force on such date as may be determined by the Parties; and

Any revision, modification or amendment shall not prejudice the rights and obligations arising from or based on this Memorandum of Understanding prior or up to the date of such revision, modification or amendment.

ENTRY INTO FORCE, DURATION AND TERMINATION

This Memorandum of Understanding shall come into force on the date of signing and shall remain in force until the execution of a definitive agreement.

Notwithstanding anything in this Article, either Party may terminate this Memorandum of Understanding by notifying the other Party of its intention to terminate this Memorandum of Understanding by a notice in writing, at least 1 month prior to its intention to do so; and

The suspension or termination of this Memorandum of Understanding shall not affect the implementation of on-going activities and/or programmes which have been agreed upon before the date of the termination of this Memorandum of Understanding.

ARRANGEMENT BETWEEN THE PARTIES

For the avoidance of doubt, the relationship of the parties under this Memorandum is not one of legal partnership, joint venture or agency.

The parties do not intend this Memorandum to be legally binding. However, the parties may enter into such legally binding agreements which will be separately negotiated and agreed in the future by both the parties in writing.

IN WITNESS WHEREOF the undersigned, being duly authorized thereto by their respective Organisations, have signed this Memorandum of Understanding.

EXHIBIT A FEE SCHEDULE

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

STUDY TIMELINES AND PAYMENT MILESTONE