The determination that there were no other persons, entities or groups known to us to beneficially own more than 5% of our outstanding common stock as of April 18, 2016, was based on a review13, 2017, upon the exercise of options.

exercise price of $1.43 per share which will only vest upon a change of control (as defined in Dr. Schwieterman’s employment agreement) in which the value of our common stock in connection with such change of control is at least $15.00 per share. Because of the significant uncertainty regarding the likelihood of a change in control for a value of at least $15.00 per share, the estimated value of these options ($41,440) has been excluded from the Summary Compensation Table.

(4)

Includes $90,015 for the costs of furnished housing (6) Includes $90,015 for the costs of a furnished apartment in San Francisco, California, inclusive of utilities, and the cost of one economy class round-trip ticket between San Francisco, California and Mobile, Alabama per month, and the income tax impact of these expenses. (5) (7) Includes $24,000 for fees earned or paid in cash in connection with Dr. Schwieterman’s service as a member of the Board prior to his employment as our President and Chief Executive Officer in May 2015. (6) (8) Includes $21,600 as compensation for regulatory consulting services Dr. Schwieterman provided to us prior to his appointment as our President and Chief Executive Officer in May 2015. (7) (9) Mr. Loar became our Chief Financial Officer in July 2015. (8) Mr. Loar was paid a one-time signing bonus of one month’s salary, or $27,083, shortly following his employment and an annual incentive bonus of $41,137 for work performed during 2015. (9) On July 20, 2015, we granted Mr. Loar options to purchase 150,000 shares of our common stock with an exercise price per share of $1.37 per share. Twenty-five percent of the options will vest on the first anniversary of the grant date, and the remaining seventy-five percent will vest in substantially equal monthly installments over the next (10) On March 21, 2016, we granted Mr. Loar options to purchase 262,500 shares of our common stock with an exercise price per share of $0.7277 per share. Twenty-five percent of the options will vest on the first anniversary of the grant date, and the remaining seventy-five percent will vest in substantially equal monthly installments over the nextthirty-six months following the first anniversary of the grant date, such that 100% of the options will be fully vested as of the fourth anniversary of the date of grant. (10) (11) Mr. Loar was paid aone-time signing bonus of one month’s salary, or $27,083, shortly following his employment and an annual incentive bonus of $41,137 for work performed during 2015. (12) On July 20, 2015, we granted Mr. Loar options to purchase 150,000 shares of our common stock with an exercise price per share of $1.37 per share. Twenty-five percent of the options will vest on the first anniversary of the grant date, and the remaining seventy-five percent will vest in substantially equal monthly installments over the nextthirty-six months following the first anniversary of the grant date, such that 100% of the options will be fully vested as of the fourth anniversary of the date of grant. (13) Dr. Chaplin served as our President and Chief Executive Officer from May 2014 until May 2015, and has served as our Chief Scientific Officer since May 2015. (11) On May 28, 2015, we granted Dr. Chaplin options to purchase 225,000 shares of our common stock with an exercise price per share of $1.43. Twenty-five percent of the options vested on the grant date, and the remainder will vest in thirty-six substantially equal monthly installments beginning on the one month anniversary of the grant date. (12) Represents the costs of furnished housing in San Francisco, California, inclusive of utilities, and the cost of one business class round-trip ticket between San Francisco, California and London, United Kingdom per month, and the income tax impact of these expenses. (13) On May 15, 2014, we granted Dr. Chaplin options to purchase 150,000 shares of our common stock with an exercise price per share of $2.95. Twenty-five percent of the options vested on the first anniversary of the grant date, and the remaining seventy-five percent will vest in substantially equal monthly installments over the next thirty-six months following the first anniversary of the grant date. (14) Represents the costs of furnished housing in San Francisco, California, inclusive of utilities, and the cost of one, business class round-trip ticket between San Francisco, California, and London, United Kingdom, per month, and the income tax impact of these expenses. (15) Ms. Riching resigned from her position as CFO in June 2015. (16) On May 28, 2015, we granted Ms. Riching options to purchase 150,000 shares of our common stock with an exercise price of $1.43 per share. Twenty-five percent of the options vested on the grant date, and the remaining seventy-five percent were to vest in substantially equal monthly installments over the next thirty-six months beginning on the one month anniversary of the grant date. (17) Represents a severance benefit of six months salary. (18) On May 30, 2014, we granted Ms. Riching options to purchase 75,000 shares of our common stock with an exercise price of $2.66 per share. Twenty-five percent of the options vested on the grant date, and the remaining seventy-five percent were to vest in substantially equal monthly installments over the next thirty-six months following the grant date. Narrative Disclosure to Summary Compensation Table Dr. William D. Schwieterman.On May 15, 2015, we entered into an employment agreement with Dr. Schwieterman with respect to his service as President and Chief Executive Officer, which was subsequently amended on July 31, 2015. Pursuant to the terms of this agreement, Dr. Schwieterman is eligible to receive an annual base salary of $410,000. In addition, Dr. Schwieterman is eligible to be awarded an annual bonus of up to fifty percent of his then-current annual base salary, at our sole discretion, based on our assessment of Dr. Schwieterman’s performance and the Company’s performance. On May 28, 2015 and pursuant to the terms of the 2015 Plan and Dr. Schwieterman’s employment agreement,March 21, 2016, we granted Dr. SchwietermanChaplin options to purchase 375,000262,500 shares of our common stock with an exercise price per share of $1.43. With respect to 300,000 of these options, twenty-five$0.7277 per share. Twenty-five percent of the options will vest on the first anniversary of the grant date, and the remaining seventy-five percent will vest in substantially equal monthly installments over the nextthirty-six months following the first anniversary of the grant date, such that 100% of the options will be fully vested as of the fourth anniversary of the date of grant. (15) On May 28, 2015, we granted Dr. Chaplin options to purchase 225,000 shares of our common stock with an exercise price per share of $1.43. Twenty-five percent of the options vested on the grant date, and the remainder will vest inthirty-six substantially equal monthly installments beginning one year andon the one month afteranniversary of the grant date. The vesting with respect to options to purchase 75,000 shares of common stock will only occur upon a change of control in which the value of our common stock in connection with such change of control is at least $15.00 per share. We also agreed to reimburse Dr. Schwieterman for customary expenses incurred and accounted for in connection with his employment. In addition, we agreed to reimburse Dr. Schwieterman or pay on his behalf (16) Represents the costs of furnished housing in San Francisco, California, inclusive of utilities, the retention of a rental car, and the cost of one economybusiness class roundtrip airplaneround-trip ticket between San Francisco, California and Mobile, AlabamaLondon, United Kingdom per month. Dr. Schwieterman may terminate his employment agreement upon written notice to us. We may terminatemonth, and the employment agreement without prior written notice for cause, or without cause on sixty days’ prior written notice. If Dr. Schwieterman’s employment is terminated by us for cause, by reasonincome tax impact of Dr. Schwieterman’s death or disability or by Dr. Schwieterman without good reason, we will pay to Dr. Schwieterman the amount of our accrued obligations, as of the date of such termination. If Dr. Schwieterman’s employment is terminated by us other than for cause or by Dr. Schwieterman with good reason, we will pay to Dr. Schwieterman the accrued obligations, an amount equal to twelve months of his then-current base salary and premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for Dr. Schwieterman and his immediate family for twelve months, subject to the conditions outlined in the agreement. If Dr. Schwieterman’s employment is terminated by us other than for cause or by Dr. Schwieterman with good reason in the one year following the effective date of a change in control of the Company, we will pay to Dr. Schwieterman our accrued obligations, an amount equal to twelve months of his then-current base salary, and COBRA premiums for a period of twelve months on the same conditions described above. In addition, all of Dr. Schwieterman’s unvested equity outstanding on the date of termination shall vest and be immediately exercisable. Dr. Schwieterman has also agreed not to directly or indirectly solicit for employment, during his employment and for a twelve month period following termination of his employment, any person who is (or has been in the past year) a Company officer, executive or key employee. All payments made and benefits available to Dr. Schwieterman in connection with his employment agreement will comply with Internal Revenue Code Section 409A in accordance with the terms of his employment agreement. Prior to his appointment as our President and CEO in May 2015, Dr. Schwieterman was also compensated in exchange for his services as a member of our Board of Directors pursuant to the terms of our Amended & Restated Director Compensation Policy applicablethese expenses. Narrative Disclosure to Summary Compensation Table Dr. William D. Schwieterman. On May 15, 2015, we entered into an employment agreement with Dr. Schwieterman with respect to his service as President and Chief Executive Officer, which was subsequently amended on July 31, 2015. Pursuant to the terms of this agreement, Dr. Schwieterman is eligible to receive an annual base salary of $410,000. In addition, Dr. Schwieterman is eligible to be awarded an annual bonus of up to fifty percent of his then-current annual base salary, at our sole discretion, based on our assessment of Dr. Schwieterman’s performance and the Company’s performance. On May 28, 2015 and pursuant to the terms of the 2015 Plan and Dr. Schwieterman’s employment agreement, we granted Dr. Schwieterman options to purchase 375,000 shares of our common stock with an exercise price per share of $1.43. With respect to 300,000 of these options, twenty-five percent of the options will vest on the first anniversary of the grant date, and the remaining seventy-five percent will vest inthirty-six substantially equal monthly installments beginning one year and one month after the grant date. The vesting with respect to options to purchase 75,000 shares of common stock will only occur upon a change of control in which the value of our common stock in connection with such change of control is at least $15.00 per share. On March 21, 2016, we granted Dr. Schwieterman options to purchase 500,000 shares of our common stock with an exercise price of $0.7277 per share. Twenty-five percent of those options will vest on the first anniversary of the date of grant, and the remaining seventy-five percent will vest in substantially equal monthly installments over the next thirty six months following the first anniversary of the grant date, such that 100% of the options will be fully vested as of the fourth anniversary of the date of grant. We also agreed to reimburse Dr. Schwieterman for customary expenses incurred and accounted for in connection with his employment. In addition, we agreed to reimburse Dr. Schwieterman or pay on his behalf the costs of furnished housing in San Francisco, California inclusive of utilities, the retention of a rental car, and the cost of one economy class roundtrip airplane ticket between San Francisco, California and Mobile, Alabama per month. Dr. Schwieterman may terminate his employment agreement upon written notice to us. We may terminate the employment agreement without prior written notice for cause, or without cause on sixty days’ prior written notice. If Dr. Schwieterman’s employment is terminated by us for cause, by reason of Dr. Schwieterman’s death or disability or by Dr. Schwieterman without good reason, we will pay to Dr. Schwieterman the amount of our accrued obligations, as of the date of such termination. If Dr. Schwieterman’s employment is terminated by us other than for cause or by Dr. Schwieterman with good reason, we will pay to Dr. Schwieterman the accrued obligations, an amount equal to twelve months of his then-current base salary and premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for Dr. Schwieterman and his immediate family for twelve months, subject to the conditions outlined in the agreement. If Dr. Schwieterman’s employment is terminated by us other than for cause or by Dr. Schwieterman with good reason in the one year following the effective date of a change in control of the Company, we will pay to Dr. Schwieterman our accrued obligations, an amount equal to twelve months of his then-current base salary, and COBRA premiums for a period of twelve months on the same conditions described above. In addition, all of Dr. Schwieterman’s unvested equity outstanding on the date of termination shall vest and be immediately exercisable. Dr. Schwieterman has also agreed not to directly or indirectly solicit for employment, during his employment and for a twelve month period following termination of his employment, any person who is (or has been in the past year) a Company officer, executive or key employee. All payments made and benefits available to Dr. Schwieterman in connection with his employment agreement will comply with Internal Revenue Code Section 409A in accordance with the terms of his employment agreement. Prior to his appointment as our President and CEO in May 2015, Dr. Schwieterman was also compensated in exchange for his services as a member of our Board of Directors pursuant to the terms of our Amended & Restated Director Compensation Policy applicable tonon-employee directors (the “2014 Director Compensation Policy”) as further described under “Director Compensation” below, and was compensated for his services as a consultant as further described under “Certain Relationships and Related Transactions.” Matthew M. Loar. On July 20, 2015, we entered into an employment agreement with Mr. Loar with respect to his service as our Chief Financial Officer. Pursuant to the terms of this agreement, Mr. Loar is eligible to receive an annual base salary of $325,000 and was paid aone-time signing bonus of one month’s salary, or $27,083, $27,083, shortly following the execution of his agreement. In addition, Mr. Loar is eligible to be awarded an annual bonus of up to thirty-five percent of his then-current annual base salary, at our sole discretion, based on our assessment of Mr. Loar’s performance and the Company’s performance. On July 20, 2015 and pursuant to the terms of the 2015 Plan and Mr. Loar’s employment agreement, we granted Mr. Loar options to purchase 150,000 shares of our common stock with an exercise price per share of $1.37. Twenty-five percent of the options will vest on the first anniversary of the grant date, and the remaining seventy-five percent will vest in substantially equal monthly installments over the nextthirty-six months following the first anniversary of the grant date, such that the options will be fully vested as of the fourth anniversary of the date of grant. On March 21, 2016, we granted Mr. Loar options to purchase 262,500 shares of our common stock with an exercise price per share of $0.7277 per share. Twenty-five percent of the options will vest on the first anniversary of the grant date, and the remaining seventy-five percent will vest in substantially equal monthly installments over the nextthirty-six months following the first anniversary of the grant date, such that 100% of the options will be fully vested as of the fourth anniversary of the date of grant. Mr. Loar may terminate his employment agreement upon written notice to us. We may terminate the employment agreement without prior written notice for cause, or without cause on sixty days’ prior written notice. If Mr. Loar’s employment is terminated by us for cause, by reason of Mr. Loar’s death or disability or by Mr. Loar without good reason, we will pay to Mr. Loar the amount of our accrued obligations, as of the date of such termination. If Mr. Loar’s employment is terminated by us other than for cause or by Mr. Loar with good reason, we will pay to Mr. Loar the accrued obligations, an amount equal to twelve months of his then-current base salary and premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),COBRA, for Mr. Loar and his immediate family for twelve months, subject to the conditions outlined in the agreement. If Mr. Loar’s employment is terminated by us other than for cause or by Mr. Loar with good reason in the one year following the effective date of a change in control of the Company, we will pay to Mr. Loar our accrued obligations, an amount equal to twelve months of his then-current base salary, and COBRA premiums for a period of twelve months on the same conditions described above. In addition, all of Mr. Loar’s unvested equity outstanding on the date of termination shall vest and be immediately exercisable. Mr. Loar has also agreed not to directly or indirectly solicit for employment, during his employment and for a twelve month period following termination of his employment, any person who is (or has been in the past year) a Company officer, executive or key employee. All payments made and benefits available to Mr. Loar in connection with his employment agreement will comply with Internal Revenue Code Section 409A in accordance with the terms of his employment agreement. Dr. David J. Chaplin. On May 16, 2014, we entered into an employment agreement with Dr. Chaplin with respect to his service as President and Chief Executive Officer, which was subsequently amended on August 7, 2014 and then amended and restated on May 12, 2015 when Dr. Chaplin became our Chief Scientific Officer. Pursuant to the terms governing Dr. Chaplin’s service as our President and CEO, Dr. Chaplin was eligible to receive an annual base salary of $410,000, which included compensation for consultancy services to the Company under Dr. Chaplin’s consultancy agreement with Aston Biopharma LTD, as further described under “Certain Relationships and Related Person Transactions.” In addition, during the period of time in which Dr. Chaplin served as our President and CEO he was eligible to be awarded an annual bonus of up to fifty percent of his then-current annual base salary, at our sole discretion, based on our assessment of Dr. Chaplin’s performance and the Company’s performance. On May 15, 2014, Dr. Chaplin also received, pursuant to his employment agreement and our 2005 Plan, options to purchase 150,000 shares of the Company’s common stock at an exercise price per share equal to $2.95. Twenty-five percent of the options vested on the first anniversary of the grant date, and the remaining seventy-five percent will vest in substantially equal monthly installments over the next thirty-six months following the first anniversary of the grant date. Pursuant to Dr. Chaplin’s current employment agreement governing his service as our Chief Scientific Officer during 2016, Dr. Chaplin iswas eligible to receive an annual base salary of $220,000, which includes compensation for consultancy services to the Company under Dr. Chaplin’s consultancy agreement with Aston Biopharma LTD, as further described under “Certain Relationships and Related Person Transactions.”. In addition under the current agreement,and in connection with his services as our Chief Scientific Officer during 2016, Dr. Chaplin iswas eligible to be awarded an annual bonus of up to thirty-five percent of his then-current annual base salary, at our sole discretion, based on our assessment of Dr. Chaplin’s performance and the Company’s performance. On May 28, 2015, Dr. Chaplin also received, pursuant to his employment agreement and the 2015 Plan, options to purchase 225,000 shares of the Company’s common stock at an exercise price per share equal to $1.43. $1.43. Twenty-five percent of the options vested on the grant date, and the remaining are subject to vesting in 36 substantially equal monthly installments beginning on the one month anniversary from the date of grant. On March 21, 2016, we granted Dr. Chaplin options to purchase 262,500 shares of our common stock with an exercise price per share of $0.7277 per share. Twenty-five percent of the options will vest on the first anniversary of the grant date, and the remaining seventy-five percent will vest in substantially equal monthly installments over the nextthirty-six months following the first anniversary of the grant date, such that 100% of the options will be fully vested as of the fourth anniversary of the date of grant. On October 25, 2016, we amended Dr. Chaplin’s employment agreement regarding his service as Chief Scientific Officer, effective as of January 1, 2017. Pursuant to the amended employment agreement, Dr. Chaplin will receive an annual base salary of $220,000 per year. In addition, weDr. Chaplin may be awarded an annual bonus of up to 35% of his then-current annual base salary, at the sole discretion of Mateon, based on Mateon’s assessment of Dr. Chaplin’s performance and Mateon’s performance. We have agreed to reimburse Dr. Chaplin, or pay on his behalf, the cost of one business class round-trip ticket between San Francisco, California and London, United Kingdom per month. We also agreed to reimburse Dr. Chaplin for the costs of furnished housing in San Francisco, California, inclusive of utilities and the retention of a rental car during Dr. Chaplin’s tenure as our President and CEO, and under the current agreement,in connection with his services as our Chief Scientific Officer, we will reimburse Dr. Chaplin for the cost of living expenses when traveling with the Company. Dr. Chaplin may terminate his employment agreement upon written notice to us. We may terminate the employment agreement without prior written notice for cause, or without cause on sixty days’ prior written notice. If Dr. Chaplin’s employment is terminated by us for cause, by reason of Dr. Chaplin’s death or disability or by Dr. Chaplin without good reason, we will pay to Dr. Chaplin the amount of our accrued obligations, as of the date of such termination. If Dr. Chaplin’s employment is terminated by us other than for cause or by Dr. Chaplin with good reason, we will pay to Dr. Chaplin the accrued obligations, an amount equal to twelve months of his then-current base salary and premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),COBRA, for Dr. Chaplin and his immediate family for twelve months, subject to the conditions outlined in the agreement. If Dr. Chaplin’s employment is terminated by us other than for cause or by Dr. Chaplin with good reason in the one year following the effective date of a change in control of the Company, we will pay to Dr. Chaplin our accrued obligations, an amount equal to twelve months of his then-current base salary, and COBRA premiums for a period of twelve months on the same conditions described above. In addition, all of Dr. Chaplin’s unvested equity compensation outstanding on the date of termination shall vest and be immediately exercisable. Dr. Chaplin has also agreed not to directly or indirectly solicit for employment, during his employment and for a twelve month period following termination of his employment, any person who is (or has been in the past year) a Company officer, executive or key employee. All payments made and benefits available to Dr. Chaplin in connection with his employment agreement will comply with Internal Revenue Code Section 409A in accordance with the terms of his employment agreement. Barbara Riching.    Ms. Riching resigned from the Company in June 2015. In February 2013, we entered into an employment agreement with Ms. Riching in connection with her position as our CFO, which was subsequently amended on November 12, 2014. Pursuant to the agreement, Ms. Riching was paid $8,292.31 per biweekly pay period, and was also eligible for an annual, discretionary bonus in an amount to be determined based upon, among other things, contributions made by Ms. Riching during the previous year and the Company’s performance and outlook. On February 27, 2013, Ms. Riching was also granted options to purchase 15,000 shares of our common stock at an exercise price of $4.18 per share. Ms. Riching was entitled to customary employee benefits including health, dental and vision insurance coverage, vacation time and the opportunity to participate in the Company’s 401(k) plan. On May 28, 2015, Ms. Riching also received options to purchase 150,000 shares of our common stock with an exercise price of $1.43 per share. Twenty-five percent of the options vested immediately, and the remaining seventy-five percent were to vest in substantially equal monthly installments over the next thirty-six months beginning on the one month anniversary of the grant date. On May 30, 2014, Ms. Riching received options to purchase 75,000 shares of our common stock with an exercise price of $2.66 per share. Twenty-five percent of the options vested immediately, and the remaining seventy-five percent were to vest in substantially equal monthly installments over the next thirty-six months beginning on the one month anniversary of the grant date. We entered into a separation agreement with Ms. Riching, effective June 3, 2015, pursuant to which we agreed to pay Ms. Riching a severance benefit of $154,500 (equal to six months of her gross annual base salary). Options already vested on the date of Ms. Riching’s resignation were exercisable for the three month period immediately following her resignation date. After this three-month period, Ms. Riching was not able to exercise her vested options. Pursuant to the separation agreement, Ms. Riching agreed to, among other things, a standard release of all claims against the Company. Outstanding Equity Awards at FiscalYear-End The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2015,2016, including both awards subject to performance conditions andnon-performance-based awards, to each of the executive officers named in the Summary Compensation Table. There were no grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2015.2016.      Option Awards(1)      Option Awards   Name    Number of Securities Underlying Unexercised Options Exercisable      Number of Securities Underlying Unexercised Options Unexercisable      Option Exercise Price $      Option Expiration Date      Number of Securities Underlying Unexercised Options Exercisable      Number of Securities Underlying Unexercised Options Unexercisable      Option Exercise Price $      Option Expiration Date   William D. Schwieterman      1,442         —       $ 19.80         10/31/2017    William D. Schwieterman, M.D.      1,442        —        $ 19.80        10/31/2017   President and Chief Executive Officer      2,359         —         11.88         1/02/2018         2,359        —          11.88        1/02/2018        4,209         —         6.62         7/01/2018         4,209        —          6.62        7/01/2018        5,140         —         5.30         1/02/2019         5,140        —          5.30        1/02/2019        10,060         —         2.70         7/01/2019         10,060        —          2.70        7/01/2019        4,880         —         2.79         1/02/2020         4,880        —          2.79        1/02/2020        5,280         —         2.60         7/02/2020         5,280        —          2.60        7/02/2020        —         300,000         1.43         5/28/2025         118,750        181,250        1.43        5/28/2025        —         75,000         1.43         5/28/2025         —          75,000        1.43        5/28/2025        —          500,000        .7277        3/21/2026   Matthew M. Loar      —         150,000       $ 1.37         7/20/2025         53,125        96,875      $ 1.37        7/20/2025   Chief Financial Officer                  —          262,500        .7277        3/21/2026   David J. Chaplin      6,260         —       $ 4.36         1/23/2019    David J. Chaplin, Ph.D.,      6,260        —        $ 4.36        1/23/2019   Chief Scientific Officer      10,060         —         2.70         7/01/2019         10,060        —          2.70        7/01/2019        4,880         —         2.79         1/02/2020         4,880        —          2.79        1/02/2020        65,624         84,376         2.95         05/15/2024         96,874        53,126        2.95        05/15/2024        56,250         168,750         1.43         05/28/2025         145,313        79,687        1.43        05/28/2025           262,500        .7277        3/21/2026   Pension Benefits We do not have any qualified ornon-qualified defined benefit plans. Nonqualified Deferred Compensation We do not have anynon-qualified defined contribution plans or other deferred compensation plans. Potential Payments Upon Termination orChange-In-Control We have entered into certain agreements and maintain certain plans that may require us to make certain payments and/or provide certain benefits to Dr. Schwieterman, Dr. Chaplin and Mr. Loar in the event of a termination of employment or a change of control of the Company. The following table summarizes the potential payments to Dr. Schwieterman, Dr. Chaplin and Mr. Loar assuming that one of the described termination events occurs. The table assumes that the event occurred on December 31, 2015,2016, the last day of our fiscal year. On December 31, 2015,30, 2016, the last trading day of 2015,2016, the closing price of our common stock on The NASDAQ Stock MarketOTCQX marketplace was $0.7599$0.36 per share. For information regarding payments made to our former CFO, Ms. Riching, upon her departure from employment with us, please see “Executive Compensation — Narrative Disclosure to Summary Compensation Table.” William D. Schwieterman, M.D.   Executive Benefits and Payments Upon Termination   Termination within 12  months Following Change in Control   Voluntary Termination  by Executive or Death   Involuntary Not for Cause  Termination or Termination by Executive with Good Reason   For  Cause Termination   Disability      Termination within 12 months Following Change in Control   Voluntary Termination by Executive or Death   Involuntary Not for Cause Termination or Termination by Executive with Good Reason   For Cause Termination   Disability   Base Salary     $410,000        $ —        $410,000        $ —        $ —       $ 410,000     $ —       $410,000     $ —       $ —     Annual Bonus (50% of Base Salary)                     Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                            Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                            Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                N/A                          Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                 Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                             Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                             Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                             N/A             Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                     Acceleration of Vesting of Equity     100 %      0 %      0 %      0 %      0 %       100 %            0 %    0 %            0 %            0 %  Stock Options:                      Number of Stock Options     300,000        —        —        —        —         756,250       —         —         —         —     Value upon Termination     $ —        $ —        $ —        $ —        $ —         $—       $ —         $—       $ —       $ —     Vested Stock Received:                      Number of Shares     —        —        —        —        —         —         —         —         —         —     Value upon Termination     $ —        $ —        $ —        $ —        $ —         $—       $ —         $—       $ —       $ —     Relocation Reimbursement     N/A        N/A        N/A        N/A        N/A         N/A     N/A     N/A     N/A     N/A   Deferred Compensation Payout     N/A        N/A        N/A        N/A        N/A         N/A     N/A     N/A     N/A     N/A   Post-Term Health Care         Up to 12 months for Executive and family              N/A            Up to 12 months for Executive and family              N/A        N/A             Up to 12 months for Executive and family               N/A             Up to 12 months for Executive and family               N/A             N/A         $26,916        $ —        $26,916        $ —        $ —       $ 26,916     $ —       $ 26,916     $ —       $ —     Excise Tax Gross Up     N/A        N/A        N/A        N/A        N/A         N/A     N/A     N/A     N/A     N/A   Matthew M. Loar   Executive Benefits and Payments Upon Termination   Termination within 12  months Following Change in Control   Voluntary Termination  by Executive or Death   Involuntary Not for Cause  Termination or Termination by Executive with Good Reason   For  Cause Termination   Disability      Termination within 12 months Following Change in Control   Voluntary Termination by Executive or Death   Involuntary Not for Cause Termination or Termination by Executive with Good Reason   For Cause Termination   Disability   Base Salary     $325,000        $ —        $325,000        $ —        $ —         $325,000       $—       $325,000       $—         $—     Annual Bonus (50% of Base Salary)                 Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                      Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                      Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                          N/A                    Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                               Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                             Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                         Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                     N/A       Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                   Acceleration of Vesting of Equity     100 %      0 %      0 %      0 %      0 %       100 %    0 %    0 %    0 %    0 %  Stock Options:                      Number of Stock Options     150,000        —        —        —        —         359,375       —         —         —         —     Value upon Termination     $ —        $ —        $ —        $ —        $ —         $—         $—         $—         $—         $—     Vested Stock Received:                      Number of Shares     —        —        —        —        —         —         —         —         —         —     Value upon Termination     $ —        $ —        $ —        $ —        $ —         $—         $—         $—         $—         $—     Relocation Reimbursement     N/A        N/A        N/A        N/A        N/A         N/A     N/A     N/A     N/A     N/A   Deferred Compensation Payout     N/A        N/A        N/A        N/A        N/A         N/A     N/A     N/A     N/A     N/A   Post-Term Health Care         Up to 12 months for Executive and family              N/A            Up to 12 months for Executive and family              N/A        N/A             Up to 12 months for Executive and family                   N/A         Up to 12 months for Executive and family                 N/A             N/A         $26,916        $ —        $26,916        $ —        $ —         $26,916       $—       $26,916       $—         $—     Excise Tax Gross Up     N/A        N/A        N/A        N/A        N/A         N/A     N/A     N/A     N/A     N/A   David J. Chaplin, Ph.D.   Executive Benefits and Payments Upon Termination   Termination within 12  months Following Change in Control   Voluntary Termination  by Executive or Death   Involuntary Not for Cause  Termination or Termination by Executive with Good Reason   For  Cause Termination   Disability      Termination within 12 months Following Change in Control   Voluntary Termination by Executive or Death   Involuntary Not for Cause Termination or Termination by Executive with Good Reason   For Cause Termination   Disability   Base Salary     $220,000        $ —        $220,000        $ —        $ —         $220,000       $—       $220,000       $—         $—     Annual Bonus (50% of Base Salary)                     Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                            Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                            Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                N/A                          Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                                 Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                         Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                       Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                           N/A         Executive entitled to Annual Bonus related to most recently completed calendar year if earned and not already paid                   Acceleration of Vesting of Equity     100 %      0 %      0 %      0 %      0 %       100 %    0 %    0 %    0 %    0 %  Stock Options:                      Number of Stock Options     253,126        —        —        —        —         395,313       —         —         —         —     Value upon Termination     $ —        $ —        $ —        $ —        $ —         $—         $—         $—         $—         $—     Vested Stock Received:                      Number of Shares     —        —        —        —        —         —         —         —         —         —     Value upon Termination     $ —        $ —        $ —        $ —        $ —         $—         $—         $—         $—         $—     Relocation Reimbursement     N/A        N/A        N/A        N/A        N/A         N/A     N/A     N/A     N/A     N/A   Deferred Compensation Payout     N/A        N/A        N/A        N/A        N/A         N/A     N/A     N/A     N/A     N/A   Post-Term Health Care         Up to 12 months for Executive and family              N/A            Up to 12 months for Executive and family              N/A        N/A             Up to 12 months for Executive and family                   N/A         Up to 12 months for Executive and family                 N/A             N/A         $ —        $ —        $ —        $ —        $ —         $—         $—         $—         $—         $—     Excise Tax Gross Up     N/A        N/A        N/A        N/A        N/A         N/A     N/A     N/A     N/A     N/A   The information set forth above is described in more detail in the Narrative Disclosure to the Summary Compensation Table. A “Change in Control,” as defined in Dr. Schwieterman’s, Mr. Loar’s and Dr. Chaplin’s employment agreements, means the occurrence of the following during the term of Dr. Schwieterman’s employment as President and Chief Executive Officer, during the term of Mr. Loar’s employment as Chief Financial Officer and during the term of Dr. Chaplin’s employment as Chief Scientific Officer, respectively: (1) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; (1) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “Beneficial Owner” (as defined in Rule13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent of the total voting power represented by the (2) a merger or consolidation of Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or its affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; (2) a merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (3) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of its assets; or (3) the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all of its assets; or (4) a change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors, and provided in each such case the Change in Control also meets the requirements of a “Change in Control Event” within the meaning of Section 409A(a)(2)(A)(v) of the Code and Treasury Regulation Section 1.409A-3(i)(5). “Incumbent Directors” mean the directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company). (4) a change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors, and provided in each such case the Change in Control also meets the requirements of a “Change in Control Event” within the meaning of Section 409A(a)(2)(A)(v) of the Code and Treasury Regulation Section1.409A-3(i)(5). “Incumbent Directors” mean the directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company). In each such case the Change of Control must also meet the requirements of a “Change of Control Event” within the meaning of Section 409(a)(2)(A)(v) of the Code. Each of Dr. Schwieterman, Mr. Loar and Dr. Chaplin will be entitled to certain benefits as described in the table above if his employment is terminated by the Company for reasons other than cause or by him with good reason. “Cause,” as defined in Dr. Schwieterman’s, Mr. Loar’s and Dr. Chaplin’s employment agreements, means: (1) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s substantial failure to perform any of his duties as CEO/CFO/Chief Scientific Officer or to follow reasonable, lawful directions of the Board or any officer to whom Dr. Schwieterman/Mr. Loar/ Dr. Chaplin reports; (1) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s substantial failure to perform any of his duties as CEO/CFO/Chief Scientific Officer or to follow reasonable, lawful directions of the Board or any officer to whom Dr. Schwieterman/Mr. Loar/Dr. Chaplin reports; (2) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s willful misconduct or willful malfeasance in connection with his employment; (2) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s willful misconduct or willful malfeasance in connection with his employment; (3) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s commission of, conviction of, or plea of nolo contendere to, any crime constituting a felony under the laws of the United States or any state thereof, or any other crime involving moral turpitude; (3) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s commission of, conviction of, or plea of nolo contendere to, any crime constituting a felony under the laws of the United States or any state thereof, or any other crime involving moral turpitude; (4) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s material breach of any provision of his employment agreement, the By-laws or any other written agreement with the Company; (4) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s material breach of any provision of his employment agreement, theBy-laws or any other written agreement with the Company; (5) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s engaging in misconduct that causes significant injury to the Company, financial or otherwise, or to its reputation; or (5) Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s engaging in misconduct that causes significant injury to the Company, financial or otherwise, or to its reputation; or (6) any act, omission or circumstance constituting cause under the law governing the employment agreement. (6) any act, omission or circumstance constituting cause under the law governing the employment agreement. “Good Reason,” as defined in Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s employment agreement, means the Company: (1) (1) materially reduces Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s title, or responsibilities; (2) (2) relocates its headquarters more than sixty (60) miles from their current location (unless the relocation results in the headquarters being closer to Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s residence); (3) materially reduces Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s base salary; or (3) materially reduces Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s base salary; or (4) breaches a material term of Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s employment agreement. (4) breaches a material term of Dr. Schwieterman’s/Mr. Loar’s/Dr. Chaplin’s employment agreement. Good Reason must also meet the requirements for a good reason termination in accordance with Code Section 409A, and any successor statute, regulation and guidance thereto. Director Compensation The following table shows the total compensation paid or accrued during the fiscal year ended December 31, 20152016 to each of ournon-employee directors. Directors who are employed by us are not compensated for their service on our Board of Directors.   Name    Fees Earned or Paid  in Cash ($)      Stock Awards ($)(1)      Option  Awards ($)(2)      All Other Compensation ($)      Total      Fees Earned or Paid in Cash ($)      Option Awards ($)(1)      Total   Frederick W. Driscoll(3)    $ 75,000       $ —       $ 80,000       $ —       $ 155,000       $ 56,250      $ 40,000      $ 96,250   Tamar D. Howson(4)    $ 50,000       $ —       $ 80,000       $ —       $ 130,000       $ 21,016      $ —        $ 21,016   Gerald McMahon(5)    $ 44,000       $ —       $ 80,000       $ —       $ 124,000       $ 48,000      $ 40,000      $ 88,000   William D. Schwieterman(3)                Simon C. Pedder, Ph.D.(6)    $ 37,032      $ 90,000      $ 127,032   Donald R. Reynolds(7)    $ 9,222      $ 49,998      $ 59,220   Bobby W. Sandage, Jr., Ph.D.(8)    $ 8,870      $ 49,998      $ 58,868     (1) The stock awards were valued based on the closing price of our common stock on the grant date and the shares vest in full upon the one year anniversary of the date of the grant. (2) The fair values for the awards granted were estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:   Weighted Average Assumptions        Risk-free interest rate      1.711.5 %  Expected life (years)      66.0   Expected volatility      9288 %  Dividend yield      0.00 %  See Note 26 to our Financial Statements included in our Annual Report on Form10-K for the year ended December 31, 2015,2016, for additional information regarding the assumptions used to determine the fair value of each of the stock awards and option awards set forth in this table. See also our discussion of stock-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations —– Critical Accounting Policies and Significant Judgments and Estimates” in the Form10-K.   (3) Dr. SchwietermanMr. Driscoll served as a non-employee director in fiscal year 2015member of our Board of Directors until his appointment as our President and Chief Executive Officer in May 2015. The compensation Dr. Schwieterman receivedAugust 17, 2016. (4) Ms. Howson served as a director prior to his appointmentmember of our Board of Directors until June 1, 2016. (5) Mr. McMahon served as President and Chief Executive Officer is included in the Summary Compensation Table.a member of our Board of Directors until November 23, 2016. (6) Dr. Pedder was appointed as a member of our Board of Directors on March 21, 2016. (7) Mr. Reynolds was appointed as a member of our Board of Directors on October 25, 2016. (8) Dr. Sandage was appointed as a member of our Board of Directors on October 25, 2016. The following is a description of the standard compensation arrangements under which ournon-employee directors are compensated for their service as directors, including as members of the various Committees of our Board. Fees. In July 2014, the Board of Directors adopted the 2014 Director Compensation Policy.Policy, and on October 25, 2016, the Board amended and restated the 2014 Director Compensation Policy (as amended and restated, the “2016 Director Compensation Policy”). In accordance with the 2014 Director Compensation Policy, effective July 1, 2014, the following cash fees arewere payable tonon-employee directors quarterly in advance on the first day of each fiscal quarter:   Board or Committee of Board    Annual Cash Retainer Amount      Annual Cash Retainer Amount   Chairperson of the Board    $ 60,000       $ 60,000   Member of the Board (other than the Chairperson)    $ 40,000       $ 40,000   Audit Committee Chairperson (in addition to compensation as a Member of the Board)    $ 15,000       $ 15,000   Compensation Committee Chairperson (in addition to compensation as a Member of the Board)    $ 10,000       $ 10,000   Nominating and Governance Committee Chairperson (in addition to compensation as a Member of the Board)    $ 8,000       $ 8,000   In accordance with the 2016 Director Compensation Policy, effective October 25, 2016, the following cash fees were payable tonon-employee directors quarterly in arrears at the end of each fiscal quarter: Board or Committee of Board    Annual Cash Retainer Amount   Chairperson of the Board (in addition to compensation as a Member of the Board)    $ 20,000   Member of the Board    $ 40,000   Audit Committee Chairperson (in addition to compensation as a Member of the Board and as a member of the Audit Committee)    $ 3,000   Compensation Committee Chairperson (in addition to compensation as a Member of the Board and as a member of the Compensation Committee)    $ 3,000   Nominating and Governance Committee Chairperson (in addition to compensation as a Member of the Board and as a member of the Nominating and Governance Committee)    $ 3,000   Audit Committee Member (in addition to compensation as a Member of the Board)    $ 5,000   Compensation Committee Member (in addition to compensation as a Member of the Board)    $ 3,000   Nominating and Governance Committee Member (in addition to compensation as a Member of the Board)    $ 3,000   A newnon-employee director joining the Board during the course of the year on a date other than the first day of the fiscal quarter will receive his or her cash compensation for that fiscal quarterpro-rated. Equity Grants. In accordance with the 2014 Director Compensation Policy and the 2016 Director Compensation Policy, on the date of each annual meeting, eachnon-employee director is granted anon-qualified stock option to purchase shares of our common stock valued at $40,000 on the date of grant, which will vest in full one year from the grant date, subject to the applicable director’s continued service on the Board as of the vesting date. During 2015, the Board of Directors approved non-qualified stock option grants to purchase shares of our common stock valued at $80,000 for each non-employee director. A newnon-employee director joining the Board will be granted an option to purchase shares of our common stock valued onat $50,000 on or shortly after the first date of his or her service, under the then applicable stockholder-approved stock plan, which will vest over a three year period subject to the director’s continued service on the Board as of each vesting date. Each option granted under the 2014 Director Compensation Policy and 2016 Director Compensation Policy will have an exercise price equal to the closing price of our common stock on The NASDAQ Stock MarketOTCQX marketplace (or other applicable trading market) on the date of grant, or if the date of grant is not a trading day, the closing price on the next trading day following the date of grant, and each option will have a term of six years. The number of options to be received under the 2014 Director Compensation Policy and the 2016 Director Compensation Policy will be calculated using the Black-Scholes valuation method. Options granted pursuant to the 2014 Director Compensation PlanPolicy and the 2016 Director Compensation Policy are subject to the terms and conditions of the then applicable stockholder-approved stock plan. Under the terms of the 2015 Incentive Plan and the 2017 Incentive Plan, directors may be granted shares of common stock, stock-based awards, and/or stock options to purchase shares of common stock. Equity Compensation Plan Information The following table provides certain aggregate information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2015.2016.   Plan Category    Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights      Weighted-Average Exercise Price of Outstanding Options      Number of  Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))      Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights      Weighted- Average Exercise Price of Outstanding Options      Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))   Equity compensation plans approved by security holders(1)      2,031,000       $ 2.01         2,695,000    Equity compensation plans not approved by security holders(2)      —         —         —                         Equity compensation plans approved by security holders      4,177,000      $ 1.47        549,000   Equity compensation plans not approved by security holders      —          —          —     Total      2,031,000       $ 2.01         2,695,000         4,177,000      $ 1.47        549,000                                             Summary Description of the Company’s 2017 Plan (1) The 2005 Plan and the 2015 Plan. On January 12, 2017, the Board of Directors, with the approval of the Compensation Committee of the Board, adopted and approved the Mateon Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The following is a summary of the 2017 Plan, which is qualified in its entirety by reference to the text of the 2017 Plan and the form of option agreement under the 2017 Plan, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to the Company’s Form8-K, filed with the SEC on January 13, 2017. (2) The Company does not have any equity compensation plans that are not approved by the stockholders. Eligibility. The 2017 Plan allows us, under the direction of our Compensation Committee, to make grants of stock options, restricted and unrestricted stock awards, and other stock-based awards to employees, consultants and directors. The purpose of these awards is to attract and retain key individuals, further align employee and stockholder interests, and provide additional incentive for them to promote our success or the success of our affiliates. Shares Available for Issuance. The 2017 Plan provides for the issuance of up to 2,000,000 shares of our common stock. Generally shares of common stock reserved for awards under the 2017 Plan that lapse or are cancelled, forfeited, surrendered or terminated for any reason will be added back to the share reserve available for future awards. However, shares of common stock tendered in payment for an award or shares of common stock withheld for taxes will not be available again for grant. Stock Options. Stock options granted under the 2017 Plan must benon-qualified stock options, which are not intended to meet the requirements of Section 422 of the Internal Revenue code. Award agreements for stock options include rules for exercise of the stock options after termination of service. Options may not be exercised unless they are vested, and no option may be exercised after the end of the term set forth in the award agreement. Generally, stock options will be exercisable for three months after termination of service for any reason other than death or total and permanent disability, and for twelve months after termination of service on account of death or total and permanent disability. Restricted Stock. Restricted stock is common stock that is subject to restrictions, including a prohibition against transfer and a substantial risk of forfeiture, until the end of a “restricted period” during which the grantee must satisfy certain vesting conditions. If the grantee does not satisfy the vesting conditions by the end of the restricted period, the restricted stock is forfeited. During the restricted period, the holder of restricted stock has the rights and privileges of a regular stockholder, except that the restrictions set forth in the applicable award agreement apply. For example, the holder of restricted stock may vote and receive dividends on the restricted shares; but he or she may not sell the shares until the restrictions are lifted. Other Stock-Based Awards. The 2017 Plan also authorizes the grant of other types of stock-based compensation including, but not limited to stock appreciation rights, phantom stock awards, and stock unit awards. Our Compensation Committee may award such stock-based awards subject to such conditions and restrictions as it may determine. These conditions and restrictions may include continued employment with us through a specified restricted period. Plan Administration. In accordance with the terms of the 2017 Plan, our Board of Directors has authorized our Compensation Committee to administer the 2017 Plan. The Compensation Committee may delegate part of its authority and powers under the 2017 Plan to one or more of our directors and/or officers, but only our Board of Directors or our Compensation Committee can make awards to participants who are directors or executive officers of the Company. In accordance with the provisions of the 2017 Plan, our Compensation Committee determines the terms of awards, including, which employees, directors and consultants will be granted awards, the number of shares subject to each award, the vesting provisions of each award, the termination and cancellation provisions applicable to awards, and all other terms and conditions upon which each award may be granted in accordance with the 2017 Plan. In addition, our Compensation Committee may, in its discretion, amend any term or condition of any outstanding award, other than reducing the exercise price or purchase price, provided that (i) the term or condition as amended is not prohibited by the 2017 Plan; (ii) any amendment does not impair the rights of a participant under any award previously granted without that participant’s consent; and (iii) any amendment will be made only after the Compensation Committee determines whether the amendment would cause any adverse tax consequences to the participant. Stock Dividends and Stock Splits. If our common stock shall be subdivided or combined into a greater or smaller number of shares or if we issue any shares of common stock as a stock dividend, the number of shares of our common stock deliverable upon exercise of an option issued or upon issuance of an award shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination, or stock dividend. Corporate Transactions. Upon a merger or other reorganization event, the Compensation Committee or the successor board, may, in its sole discretion, take any one or more of the following actions pursuant to the 2017 Plan, as to some or all outstanding awards (i) to provide that all outstanding options shall be assumed or substituted by the successor corporation, (ii) upon written notice to a participant, to provide that the participant’s unexercised options will terminate immediately prior to the consummation of such transaction unless exercised by the participant, (iii) in the event of a merger pursuant to which holders of our common stock will receive a cash payment for each share surrendered in the merger, to make or provide for a cash payment to the participants equal to the difference between the merger price times the number of shares of our common stock subject to such outstanding options, and the aggregate exercise price of all such outstanding options, in exchange for the termination of such options, (iv) to provide that outstanding awards shall be assumed or substituted by the successor corporation, become realizable or deliverable, or restrictions applicable to an award will lapse, in whole or in part, prior to or upon the merger or reorganization event, and (v) with respect to stock grants and in lieu of any of the foregoing, the Compensation Committee or the successor board may provide that, upon consummation of the transaction, each outstanding stock grant shall be terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such transaction to a holder of the number of shares of common stock comprising such award (to the extent such stock grant is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Compensation Committee, all forfeiture and repurchase rights being waived upon such transaction). Amendment and Termination. The 2017 Plan may be amended by the Compensation Committee, in their capacity as administrator of the 2017 Plan. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent. Duration of Plan. The 2017 Plan will expire by its terms on January 12, 2027. Federal Income Tax Considerations. The material federal income tax consequences of the issuance and exercise of stock options and other awards under the 2017 Plan, based on the current provisions of the Code and regulations, are as follows. Changes to these laws could alter the tax consequences described below. This summary assumes that all awards granted under the 2017 Plan are exempt from or comply with, the rules under Section 409A of the Code related to nonqualified deferred compensation. Non-Qualified Options.Non-qualified options may be granted under the 2017 Plan. Anon-qualified option ordinarily will not result in income to the optionee or deduction to us at the time of grant. The optionee will recognize compensation income at the time of exercise of suchnon-qualified option in an amount equal to the excess of the then value of the shares over the option price per share. Such compensation income of optionees may be subject to withholding taxes, and a deduction may then be allowable to us in an amount equal to the optionee’s compensation income. An optionee’s initial basis in shares so acquired will be the amount paid on exercise of thenon-qualified option plus the amount of any corresponding compensation income. Any gain or loss as a result of a subsequent disposition of the shares so acquired will be capital gain or loss. Stock Grants. With respect to stock grants under the 2017 Plan that result in the issuance of shares that are either not restricted as to transferability or not subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of shares received. Thus, deferral of the time of issuance will generally result in the deferral of the time the grantee will be liable for income taxes with respect to such issuance. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee. With respect to stock grants involving the issuance of shares that are restricted as to transferability and subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of the shares received at the first time the shares become transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier. A grantee may elect to be taxed at the time of receipt of shares rather than upon lapse of restrictions on transferability or substantial risk of forfeiture, but if the grantee subsequently forfeits such shares, the grantee would not be entitled to any tax deduction, including as a capital loss, for the value of the shares on which he previously paid tax. The grantee must file such election with the Internal Revenue Service within 30 days of the receipt of the shares. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee. Stock Units. The grantee recognizes no income until the issuance of the shares. At that time, the grantee must generally recognize ordinary income equal to the fair market value of the shares received. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee. EXPENSES OF SOLICITATION We will bear the costs of soliciting proxies from our stockholders. We will make this solicitation by mail, and our directors, officers, and employees may also solicit proxies by telephone, fax,e-mail or in person, for which they will receive no compensation other than their regular compensation as directors, officers, or employees. As noted above in “What are the Costs of Soliciting These Proxies”, Morrow & Co., LLC has been engaged to act as our proxy solicitor in connection with the proposals to be acted upon at the Annual Meeting. For these services, we will pay Morrow & Co., LLC a fee of approximately $7,500 plus expenses. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to beneficial owners of our voting securities. We will reimburse these brokerage firms, custodians, nominees and fiduciaries for reasonableout-of-pocket expenses that are incurred by them. COMPENSATION PRACTICES AND POLICIES RELATING TO RISK MANAGEMENT Consistent with SEC disclosure requirements, we have assessed our compensation policies, practices and awards, and have concluded that our compensation policies, practices and awards do not create risks that are reasonably likely to have a material adverse effect on the Company. Management and the Compensation Committee of our Board of Directors each assessed our compensation and benefits programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. Our compensation programs include a combination of fixed base salaries, cash bonuses, long-term incentive awards, including performance-based compensation, and employee retirement plans that are generally uniform in design and operation throughout the Company and with all levels of employees. Based on the foregoing, we believe that our compensation policies, practices and awards do not create risks that are likely to have a material adverse effect on the Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks, are compatible with our effective internal controls and our risk management practices, and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs. CORPORATE CODE OF CONDUCT AND ETHICS We have adopted a Corporate Code of Conduct and Ethics (the “Code of Conduct”) that applies to all of our employees, including our CEO and CFO. The text of the Code of Conduct has been filed as an exhibit to our Annual Report on Form10-K for the year ended December 31, 2014, and is posted on our website at www.oxigene.com.www.mateon.com. Disclosure regarding any amendments to, or waivers from provisions of the code of conduct and ethics that apply to our directors, principal executive, and financial officers will be included in a Current Report on Form8-K within four business days following the date of the amendment or waiver, unless website posting of such amendments or waivers is then permitted by the rules of The NASDAQ Stock Market.waiver. STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR Your eligibility as a stockholder to submit proposals and director nominations, the proper subjects of such proposals and other issues governing stockholder proposals and director nominations are regulated by the rules adopted under Section 14 of the Exchange Act and our By-laws. To be considered for inclusion in the proxy statement relating to our annual meeting2018 Annual Meeting of stockholdersStockholders, we must receive stockholder proposals (other than for director nominations) no later than Wednesday, December 27, 2017. To be considered for presentation at the 2018 Annual Meeting, although not included in the proxy statement, proposals (including director nominations that are not requested to be heldincluded in 2017, stockholder proposals and nominationsour proxy statement) must be received no earlier than 75 days prior to the date that is one year from this year’s mailing date and no later than April 17, 2017 and no earlier than March 18, 2017.45 days prior to the date that is one year from this year’s mailing date. Proposals that are not received in a timely manner will not be voted on at the 2018 Annual Meeting. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. All stockholder proposals should be marked for the attention of The Secretary, OXiGENE,Mateon Therapeutics, Inc., 701 Gateway Boulevard, Suite 210, South San Francisco, California 94080. 94080. OTHER MATTERS The Board of Directors knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, it is intended that proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies. ANNUAL REPORT Our Annual Report on Form10-K for the fiscal year ended December 31, 2015,2016, which includes our financial statements, provides additional information about us and can be found on the website of the SEC at www.sec.gov. They are also available on our website at www.oxigene.com.www.mateon.com. You may obtain a printed copy of our Annual Report on Form10-K, including our financial statements, free of charge, from us by sending a written request to: OXiGENE,Mateon Therapeutics, Inc., 701 Gateway Boulevard, Suite 210, South San Francisco, California 94080, Attention: Investor Relations. South San Francisco, CA April 25, 201626, 2017 APPENDIX A PROXY CARD   OXiGENE,      MATEON THERAPEUTICS, INC. ANNUAL MEETING      701 GATEWAY BLVD, SUITE 210       SOUTH SAN FRANCISCO, CA 94080 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF OXiGENE, INC.FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.   Date: Wednesday, June 1, 2016 Time: 10:00 A.M. (Pacific Standard Time) Place: Embassy Suites Hotel, 250 Gateway Boulevard, South San Francisco, CA 94080TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Please make your marks like this:    x  Use dark black pencil or pen only Board of Directors Recommends a VoteFORproposals 1, 2, 3, 4, 5 and 6.   1: To elect five members to the Board of Directors to hold office until the 2017 annual meeting of stockholders and until their successors are duly elected and qualified. 01 David J. Chaplin, PH.D. 04 Simon Pedder, PH.D. 02 Frederick W. Driscoll 05 William D. Schwieterman, M.D. 03 Gerald McMahon, PH.D. Vote For All Nominees Withhold Vote From All Nominees Vote For All Except ¨ ¨ ¨ INSTRUCTIONS:To withhold authority to vote for any nominee, mark the “Exception” box and write the number(s) in the space provided to the right. For Against Abstain 2: To approve a proposed amendment to the OXiGENE, Inc. 2015 Equity Incentive Plan to increase the number of shares available for the grant of awards by 1,500,000 shares. ¨ ¨ ¨ For Against Abstain 3: To authorize the filing of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of our common stock, $0.01 par value per share, at a ratio in the range of 1:5 to 1:10, such ratio within that range to be determined in the discretion of the Board of Directors, and the filing of such amendment to be implemented, if at all, not later than December 2, 2016. ¨ ¨ ¨ For Against Abstain 4: To approve the adjournment of the Annual Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve Proposal 3. ¨ ¨ ¨ For Against Abstain 5: To approve by an advisory vote the compensation of our named executive officers, as disclosed in this proxy statement. ¨ ¨ ¨ For Against Abstain 6: To ratify the appointment of Ernst & Young LLP as the Company’s Independent registered public accounting firm for the fiscal year ending December 31, 2016. ¨ ¨ ¨ To attend the meeting and vote your sharesin person, please mark this box. ¨ Authorized Signatures - This section must becompleted for your Instructions to be executed. Please Sign Here Please Date Above Please Sign Here Please Date Above Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.   Please separate carefully at the perforation and return just this portion in the envelope provided.   OXiGENE, INC. Annual Meeting of OXiGENE Inc. to be held on Wednesday, June 1, 2016 for Holders as of April 18, 2016 This proxy is being solicited on behalf of the Board of Directors VOTE BY:                    INTERNET                  TELEPHONE Go To Call www.proxypush.com/oxgn       866-217-7059 • Cast your vote online 24 hours a day/7 days a week. OR • Use any touch-tone telephone toll-free 24 hours a day/7 days a week. • Have your Proxy Card/Voting Instructions Form ready. MAIL • • Have your Proxy Card/Voting Instruction Form ready. Follow the simple recorded instructions. • View Meeting Documents.           OR • Mark, sign and date your Proxy Card/Voting Instruction Form.KEEP THIS PORTION FOR YOUR RECORDS     • Detach your Proxy Card/Voting Instruction Form. • Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. The undersigned hereby appoints Matthew M. Loar and a representative of Mediant Communications Inc., and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of OXiGENE, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND FOR THE PROPOSALS IN ITEMS 2, 3, 4, 5 AND 6. THE PROXIES MAY VOTE IN THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. All votes must be received by 11:59 P.M., Eastern Time, May 31, 2016. PROXY TABULATOR FOR   OXIGENE, INC. c/o MEDIANT COMMUNICATIONS P.O. BOX 8016 CARY, NC 27512-9903 DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.   EVENT # CLIENT #         For   All   Withhold   All   For All   Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR all the nominees listed and FOR Proposal 2:             ☐ ☐ ☐ 1.    To elect five members to the Board of Directors to hold office until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified.                          Nominees                   01    DAVID J. CHAPLIN    02 SIMON C. PEDDER    03 DONALD J. REYNOLDS    04 BOBBY W. SANDAGE, JR.    05    WILLIAM D. SCHWIETERMAN               For       Against       Abstain       2    To ratify the appointment of OUM & CO. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.   ☐   ☐   ☐     NOTE:If any other matters properly come before the annual meeting, or any adjournments thereof, the persons named in this proxy will vote on such matters in their discretion.           Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.             APPENDIX B OXiGENE, INC. 2015 EQUITY INCENTIVE PLAN          1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this OXiGENE, Inc. 2015 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means the Committee. Affiliate means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect. Agreement means an agreement between the Company and a Participant pertaining to a Stock Right delivered pursuant to the Plan in such form as the Administrator shall approve. Board of Directors means the Board of Directors of the Company. Cause means, with respect to a Participant: (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial malfeasance or non feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate, and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided, however, that any provision in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting definition of Cause for termination and which is in effect at the time of such termination, shall supersede this definition with respect to that Participant. The determination of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company. Code means the United States Internal Revenue Code of 1986, as amended, including any successor statute, regulation and guidance issued with respect thereto. Committee means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan, the composition of which shall at all times satisfy the provisions of Section 162(m) of the Code. Common Stock means shares of the Company’s common stock, $0.01 par value per share. Company means OXiGENE, Inc., a Delaware corporation. Consultant means any natural person who is an advisor or consultant that provides bona fide services to the Company or its Affiliates, provided that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s or its Affiliates’ securities. Disability orDisabled means permanent and total disability as defined in Section 22(e)(3) of the Code. Employee means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan. Exchange Act means the Securities Exchange Act of 1934, as amended. Fair Market Value of a Share of Common Stock means: (1) If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or, if not applicable, the last price of the Common Stock on the composite tape or other comparable reporting system for the trading day on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date; (2) If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the trading day on which Common Stock was traded on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date; and (3) If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine in compliance with applicable laws. ISO means an option intended to qualify as an incentive stock option under Section 422 of the Code. Non-Qualified Option means an option which is not intended to qualify as an ISO. Option means an ISO or Non-Qualified Option granted under the Plan. Participant means an Employee, director or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant” shall include “Participant’s Survivors” where the context requires. Performance Based Award means a Stock Grant or Stock-Based Award which vests based on the attainment of written Performance Goals as set forth in Paragraph 9 hereof. Performance Goals means performance goals based on one or more of the following criteria: (i) income or earnings including operating income, earnings before or after taxes, interest, depreciation, amortization, and/or extraordinary or special items; (ii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements; (iii) earnings or book value per share (basic or diluted); (iv) return on assets (gross or net), return on investment, return on capital, return on invested capital or return on equity; (v) stock price or total shareholder return; (vi) cost targets, reductions and savings, expense management, productivity and efficiencies; (vii) operational objectives, consisting of one or more objectives based on achieving progress in research and development programs or achieving regulatory milestones related to development and or approval of products; and (viii) other strategic business criteria, consisting of one or more objectives based on meeting specified goals. Where applicable, the Performance Goals may be expressed in terms of a relative measure against a set of identified peer group companies, attaining a specified level of the particular criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to one or more of the Company or an Affiliate of the Company, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no Performance-Based Award will be issued or no vesting will occur, levels of performance at which Performance-Based Awards will be issued or specified vesting will occur, and a maximum level of performance above which no additional issuances will be made or at which full vesting will occur. Each of the foregoing Performance Goals shall be evaluated in an objectively determinable manner in accordance with Section 162(m) of the Code and in accordance with generally accepted accounting principles where applicable, unless otherwise specified by the Committee, and shall be subject to certification by the Committee. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Affiliate or the financial statements of the Company or any Affiliate, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles, provided that any such change shall at all times satisfy the provisions of Section 162(m) of the Code. Plan means this OXiGENE, Inc. 2015 Equity Incentive Plan. Securities Act means the Securities Act of 1933, as amended. Shares means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both. Stock-Based Award means a grant by the Company under the Plan of an equity award or an equity based award which is not an Option or a Stock Grant, which the Committee may, in its sole discretion, structure to qualify in whole or in part as “performance-based compensation” under Section 162(m) of the Code. Stock Grant means a grant by the Company of Shares under the Plan, which the Committee may, in its sole discretion, structure to qualify in whole or in part as “performance-based compensation” under Section 162(m) of the Code. Stock Right means a right to Shares or the value of Shares of the Company granted pursuant to the Plan, which may be an ISO, a Non-Qualified Option, a Stock Grant or a Stock-Based Award. Survivor means a deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the laws of descent and distribution. Signature [PLEASE SIGN WITHIN BOX]     2. PURPOSES OF THE PLAN. The Plan is intended to encourage ownership of Shares by Employees and directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards. Date     3. SHARES SUBJECT TO THE PLAN. (a) The number of Shares which may be issued from time to time pursuant to this Plan shall be (i) 4,000,000 shares of Common Stock, plus (ii) the amount of shares of Common Stock, if any, that are presently subject to awards under the Company’s 2005 Stock Plan but which become unissued after April 25, 2015 upon the cancellation, surrender or termination of such award for any reason whatsoever, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 25 of the Plan, provided, however, that no more than 725,781 Shares shall be added to the Plan pursuant to subsection (ii). (b) If an Option ceases to be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company or an Affiliate’s tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued. However, in the case of ISOs, the foregoing provisions shall be subject to any limitations under the Code.   4. ADMINISTRATION OF THE PLAN. The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Notwithstanding the foregoing, the Board of Directors may not take any action that would cause any outstanding Stock Right that would otherwise qualify as performance-based compensation under Section 162(m) of the Code to fail to so qualify. Subject to the provisions of the Plan, the Administrator is authorized to: (a) Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan; (b) Determine which Employees, directors and Consultants shall be granted Stock Rights; (c) Determine the number of Shares for which a Stock Right or Stock Rights shall be granted, provided, however, that in no event shall Stock Rights with respect to more than 500,000 Shares be granted to any Participant in any fiscal year; (d) Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted; (e) Determine Performance Goals no later than such time as required to ensure that a Performance-Based Award which is intended to comply with the requirements of Section 162(m) of the Code so complies; (f) Amend any term or condition of any outstanding Stock Right, other than reducing the exercise price or purchase price, provided that (i) such term or condition as amended is not prohibited by the Plan; (ii) any such amendment shall not impair the rights of a Participant under any Stock Right previously granted without such Participant’s consent or, in the event of death of the Participant, the Participant’s Survivors; and (iii) any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, the annual vesting limitation contained in Section 422(d) of the Code and described in Paragraph 6(b)(iv) below with respect to ISOs and pursuant to Section 409A of the Code; (g) Make any adjustments in the Performance Goals included in any Performance-Based Awards, provided that such adjustments comply with the requirements of Section 162(m) of the Code; and (h) Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company, any Affiliate or to Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right; provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of not causing any adverse tax consequences under Section 409A of the Code and preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs and in accordance with Section 162(m) of the Code for all other Stock Rights to which the Committee has determined Section 162(m) is applicable. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee. To the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time. Notwithstanding the foregoing, only the Board of Directors or the Committee shall be authorized to grant a Stock Right to any director of the Company or to any “officer” of the Company as defined by Rule 16a-1 under the Exchange Act.   5. ELIGIBILITY FOR PARTICIPATION. The Administrator will, in its sole discretion, name the Participants in the Plan; provided, however, that each Participant must be an Employee, director or Consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an Employee, director or Consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees who are deemed to be residents of the United States for tax purposes. Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or Consultant of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate for Employees, directors or Consultants. Signature (Joint Owners)     6. TERMS AND CONDITIONS OF OPTIONS. Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions: (a) Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option: Date     (i) Exercise Price: Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option, which exercise price shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of Common Stock on the date of grant of the Option.   (ii) Number of Shares: Each Option Agreement shall state the number of Shares to which it pertains.   (iii) Vesting: Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain performance conditions or the attainment of stated goals or events.   (iv) Additional Conditions: Exercise of any Option may be conditioned upon the Participant’s execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, including requirements that: A. The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted; and B. The Participant or the Participant’s Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions. (v) Option: Each Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide. (b). ISOs: Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax purposes, and shall be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:      (i) Minimum Standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(a) above, except clause (i) and (v) thereunder.      (ii) Exercise Price: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:   A. 10% orless of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Common Stock on the date of grant of the Option; or B. More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value per share of the Common Stock on the date of grant of the Option. (iii) Term of Option: For Participants who own: A. 10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or B. More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide. (iv) Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of ISOs which may become exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined on the date each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed $100,000. 7. TERMS AND CONDITIONS OF STOCK GRANTS. Each Stock Grant to a Participant shall state the principal terms in an Agreement duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards: (i) Each Agreement shall state the purchase price per share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation Law, if any, on the date of the grant of the Stock Grant; (ii) Each Agreement shall state the number of Shares to which the Stock Grant pertains; and (iii) Each Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time period or attainment of Performance Goals or such other performance criteria upon which such rights shall accrue and the purchase price therefor, if any. 8. TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS. The Administrator shall have the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of stock appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company. Each Agreement shall include the terms of any right of the Company to terminate the Stock-Based Award without the issuance of Shares, and the terms of any vesting conditions, Performance Goals or events upon which Shares shall be issued. Under no circumstances may an Agreement covering stock appreciation rights (a) have an exercise price (per share) that is less than the Fair Market Value per share of Common Stock on the date of grant or (b) expire more than ten years following the date of grant. The Company intends that the Plan and any Stock-Based Awards granted hereunder be exempt from the application of Section 409A of the Code or meet the requirements of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code, to the extent applicable, and be operated in accordance with Section 409A so that any compensation deferred under any Stock-Based Award (and applicable investment earnings) shall not be included in income under Section 409A of the Code. Any ambiguities in the Plan shall be construed to effect the intent as described in this Paragraph 8. 9. PERFORMANCE BASED AWARDS. Notwithstanding anything to the contrary herein, during any period when Section 162(m) of the Code is applicable to the Company and the Plan, Stock Rights granted under Paragraph 7 and Paragraph 8 may be granted by the Committee in a manner which is deductible by the Company under Section 162(m) of the Code (“Performance-Based Awards”). A Participant’s Performance-Based Award shall be determined based on the attainment of written Performance Goals, which must be objective and approved by the Committee for a performance period of between one and five years established by the Committee (I) while the outcome for that performance period is substantially uncertain and (II) no more than 90 days after the commencement of the performance period to which the Performance Goal relates or, if less, the number of days which is equal to 25% of the relevant performance period. The Committee shall determine whether, with respect to a performance period, the applicable Performance Goals have been met with respect to a given Participant and, if they have, to so certify and ascertain the amount of the applicable Performance-Based Award. No Performance-Based Awards will be issued for such performance period until such certification is made by the Committee. The number of shares issued in respect of a Performance-Based Award to a given Participant may be less than the amount determined by the applicable Performance Goal formula, at the discretion of the Committee. The number of shares issued in respect of a Performance-Based Award determined by the Committee for a performance period shall be paid to the Participant at such time as determined by the Committee in its sole discretion after the end of such performance period. Nothing in this Section shall prohibit the Company from granting Stock-Based Awards subject to performance criteria that do not comply with this Paragraph. 10. EXERCISE OF OPTIONS AND ISSUE OF SHARES. An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator, which may include electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Administrator), shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised; or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised; or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator; or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above or (f) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code. The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be fully paid, non-assessable Shares. 11. PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES. Any Stock Grant or Stock-Based Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be made (a) in United States dollars in cash or by check; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award; or (c) at the discretion of the Administrator, by any combination of (a) and (b) above; or (d) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine. The Company shall when required by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance. 12. RIGHTS AS A SHAREHOLDER. No Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right except after due exercise of an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or purchase price, if any, for the Shares being purchased and registration of the Shares in the Company’s share register in the name of the Participant. 13. ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS. By its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right may be transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above during the Participant’s lifetime a Stock Right shall only be exercisable by or issued to such Participant (or his or her legal 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 any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void. 14. EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY. Except as otherwise provided in a Participant’s Option Agreement, in the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply: (i) A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate (for any reason other than termination for Cause, Disability, or death for which events there are special rules in Paragraphs 15, 16, and 17, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in a Participant’s Option Agreement. (ii) Except as provided in Subparagraph (c) below, or Paragraph 16 or 17, in no event may an Option intended to be an ISO, be exercised later than three months after the Participant’s termination of employment. (iii) The provisions of this Paragraph, and not the provisions of Paragraph 16 or 17, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. (iv) Notwithstanding anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then such Participant shall forthwith cease to have any right to exercise any Option. (v) A Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater than ninety days, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option on the 181st day following such leave of absence. (vi) Except as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be an Employee, director or Consultant of the Company or any Affiliate. 15. EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE. Except as otherwise provided in a Participant’s Option Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that all his or her outstanding Options have been exercised: (i) All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause will immediately be forfeited. (ii) Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited. 16. EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY. Except as otherwise provided in a Participant’s Option Agreement: (i) A Participant who ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant to the extent that the Option has become exercisable but has not been exercised on the date of the Participant’s termination of service due to Disability; (ii) 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; (iii) A Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant’s termination of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not been terminated due to Disability and had continued to be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option; and (iv) The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company. 17. EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. Except as otherwise provided in a Participant’s Option Agreement: (i) In the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate, such Option may be exercised by the Participant’s Survivors to the extent that the Option has become exercisable but has not been exercised on the date of death; (ii) 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; and (iii) If the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an Employee, director or Consultant or, if earlier, within the originally prescribed term of the Option. 18. EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS AND STOCK-BASED AWARDS. In the event of a termination of service (whether as an Employee, director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate. For purposes of this Paragraph 18 and Paragraph 19 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide. In addition, for purposes of this Paragraph 18 and Paragraph 19 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee, director or Consultant of the Company or any Affiliate. 19. EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, DEATH OR DISABILITY. Except as otherwise provided in a Participant’s Agreement, in the event of a termination of service for any reason (whether as an Employee, director or Consultant), other than termination for Cause, death or Disability for which there are special rules in Paragraphs 20, 21, and 22 below, before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase that number of Shares subject to a Stock Grant or Stock-Based Award as to which the Company’s forfeiture or repurchase rights have not lapsed. 20. EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR CAUSE. Except as otherwise provided in a Participant’s Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or Consultant) with the Company or an Affiliate is terminated for Cause: (i) All Shares subject to any Stock Grant or Stock-Based Award that remain subject to forfeiture provisions or as to which the Company shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or her service is terminated for Cause. (ii) Cause is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute Cause, then all Shares subject to any Stock Grant or Stock-Based Award that remained subject to forfeiture provisions or as to which the Company had a repurchase right on the date of termination shall be immediately forfeited to the Company. 21. EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR DISABILITY. Except as otherwise provided in a Participant’s Agreement, the following rules apply if a Participant ceases to be an Employee, director or Consultant of the Company or of an Affiliate by reason of Disability: to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based Award through the date of Disability as would have lapsed had the Participant not become Disabled. The proration shall be based upon the number of days accrued prior to the date of Disability. The Administrator shall make the determination both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company. 22. EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. Except as otherwise provided in a Participant’s Agreement, the following rules apply in the event of the death of a Participant while the Participant is an Employee, director or Consultant of the Company or of an Affiliate: to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant or Stock-Based Award through the date of death as would have lapsed had the Participant not died. The proration shall be based upon the number of days accrued prior to the Participant’s date of death. 23. PURCHASE FOR INVESTMENT. Unless the offering and sale of the Shares shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue Shares under the Plan unless and until the following conditions have been fulfilled: (i) The person who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring such Shares for his or her own account, 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 acquiring such Shares shall be bound by the provisions of the following legend (or a legend in substantially similar form) which shall be endorsed upon the certificate evidencing the Shares issued pursuant to such exercise or such grant: “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.” (ii) At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued in compliance with the Securities Act without registration thereunder. 24. DISSOLUTION OR LIQUIDATION OF THE COMPANY. Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator or specifically provided in the applicable Agreement. 25. ADJUSTMENTS. Upon the occurrence of any of the following events, a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement. (a)Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise or purchase price per share, to reflect such events. The number of Shares subject to the limitations in Paragraph 3(a) and 4(c) shall also be proportionately adjusted upon the occurrence of such events and the Performance Goals applicable to outstanding Performance-Based Awards. (b)Corporate Transactions. If the Company is to be consolidated with or acquired by another entity in a merger, consolidation, or sale of all or substantially all of the Company’s assets other than a transaction to merely change the state of incorporation (a “Corporate Transaction”), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that such Options must be exercised (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph), within a specified number of days of the date of such notice, at the end of which period such Options which have not been exercised shall terminate; or (iii) terminate such Options in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock into which such Option would have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph) less the aggregate exercise price thereof. For purposes of determining the payments to be made pursuant to subclause (iii) above, in the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors. With respect to outstanding Stock Grants, the Administrator or the Successor Board, shall make appropriate provision for the continuation of such Stock Grants on the same terms and conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity. In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator may provide that, upon consummation of the Corporate Transaction, each outstanding Stock Grant shall be terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock comprising such Stock Grant (to the extent such Stock Grant is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights being waived upon such Corporate Transaction). In taking any of the actions permitted under this Paragraph 25(b), the Administrator shall not be obligated by the Plan to treat all Stock Rights, all Stock Rights held by a Participant, or all Stock Rights of the same type, identically. (c)Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the price paid upon such exercise or acceptance if any, the number of replacement securities which would have been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization. (d)Adjustments to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs (a), (b) or (c) above, any outstanding Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the Successor Board shall determine the specific adjustments to be made under this Paragraph 25, including, but not limited to the effect of any, Corporate Transaction and, subject to Paragraph 4, its determination shall be conclusive. (e)Modification of Options. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph (a), (b) or (c) above with respect to Options shall be made only after the Administrator determines whether such adjustments would (i) constitute a “modification” of any ISOs (as that term is defined in Section 424(h) of the Code) or (ii) cause any adverse tax consequences for the holders of Options, including, but not limited to, pursuant to Section 409A of the Code. If the Administrator determines that such adjustments made with respect to Options would constitute a modification or other adverse tax consequence, it may refrain from making such adjustments, unless the holder of an Option specifically agrees in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such “modification” on his or her income tax treatment with respect to the Option. This paragraph shall not apply to the acceleration of the vesting of any ISO that would cause any portion of the ISO to violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6(b)(iv). (f)Modification of Performance-Based Awards. Notwithstanding the foregoing, with respect to any Performance-Based Award that is intended to comply as “performance based compensation” under Section 162(m) of the Code, the Committee may adjust downwards, but not upwards, the number of Shares payable pursuant to a Performance-Based Award, and the Committee may not waive the achievement of the applicable Performance Goals except in the case of death or disability of the Participant. 26. ISSUANCES OF SECURITIES. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right. 27. FRACTIONAL SHARES. No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof. 28. CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs. The Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant’s ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an Employee of the Company or an Affiliate at the time of such conversion. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant’s ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion. 29. WITHHOLDING. In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or other remuneration in connection with the issuance of a Stock Right or Shares under the Plan or for any other reason required by law, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant’s payment of such additional withholding. 30. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each Employee who receives an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. 31. TERMINATION OF THE PLAN. The Plan will terminate on February 26, 2025 (the date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its approval by the shareholders of the Company). The Plan may be terminated at an earlier date by vote of the shareholders or the Board of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted. 32. AMENDMENT OF THE PLAN AND AGREEMENTS. The Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment as may be afforded incentive stock options under Section 422 of the Code (including deferral of taxation upon exercise), and to the extent necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers and in order to continue to comply with Section 162(m) of the Code; provided that any amendment approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Other than as set forth in Paragraph 25 of the Plan, the Administrator may not without shareholder approval reduce the exercise price of an Option or cancel any outstanding Option in exchange for a replacement option having a lower exercise price, any Stock Grant, any other Stock-Based Award or for cash. In addition, the Administrator not take any other action that is considered a direct or indirect “repricing” for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Shares are listed, including any other action that is treated as a repricing under generally accepted accounting principles. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant. Nothing in this Paragraph 32 shall limit the Administrator’s authority to take any action permitted pursuant to Paragraph 25. 33. EMPLOYMENT OR OTHER RELATIONSHIP. Nothing in this Plan or any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time. 34. SECTION 409A. If a Participant is a “specified employee” as defined in Section 409A of the Code (and as applied according to procedures of the Company and its Affiliates) as of his or her separation from service, to the extent any payment under this Plan or pursuant to the grant of a Stock-Based Award constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code), and to the extent required by Section 409A of the Code, no payments due under this Plan or pursuant to a Stock-Based Award may be made until the earlier of: (i) the first day of the seventh month following the Participant’s separation from service, or (ii) the Participant’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Participant’s separation from service. The Administrator shall administer the Plan with a view toward ensuring that Stock Rights under the Plan that are subject to Section 409A of the Code comply with the requirements thereof and that Options under the Plan be exempt from the requirements of Section 409A of the Code, but neither the Administrator nor any member of the Board, nor the Company nor any of its Affiliates, nor any other person acting hereunder on behalf of the Company, the Administrator or the Board shall be liable to a Participant or any Survivor by reason of the acceleration of any income, or the imposition of any additional tax or penalty, with respect to a Stock Right, whether by reason of a failure to satisfy the requirements of Section 409A of the Code or otherwise. 35. INDEMNITY. Neither the Board nor the Administrator, nor any members of either, nor any employees of the Company or any parent, subsidiary, or other Affiliate, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this Plan, and the Company hereby agrees to indemnify the members of the Board, the members of the Committee, and the employees of the Company and any subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law. 36. GOVERNING LAW. This Plan shall be construed and enforced in accordance with the law of the State of Delaware. APPENDIX C CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF OXiGENE, INC. It is hereby certified that:   FIRST:    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The name of the corporation is OXiGENE, Inc. (the “Corporation”).Notice & Proxy Statement and Annual Report are available atwww.proxyvote.com SECOND:   The Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended by striking out Section A of Article Fourth in its entirety and by substituting in lieu of the following:     “A.Designation and Number of Shares. The aggregate number of shares of all classes of stock which the Corporation is authorized to issue is Eighty Five Million (85,000,000) shares, of which Seventy Million (70,000,000) shares are designated Common Stock, of the par value of One Cent ($0.01) per share, and Fifteen Million (15,000,000) shares are designated Preferred Stock, of the par value of One Cent ($0.01) per share. Upon the effectiveness of the certificate of amendment to the restated certificate of incorporation containing this sentence, each [*] shares of the Common Stock issued and outstanding as of the date and time immediately preceding [date on which the certificate of amendment is filed], the effective date of a reverse stock split (the “Split Effective Date”), shall be automatically changed and reclassified, as of the Split Effective Date and without further action, into one (1) fully paid and non-assessable share of Common Stock. There shall be no fractional shares issued. A holder of record of Common Stock on the Split Effective Date who would otherwise be entitled to a fraction of a share of Common Stock shall, in lieu of such fractional share, be entitled to receive one whole share of Common Stock by virtue of rounding up such fractional share to the next highest whole share.” THIRD: The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware. EXECUTED, effective as of this      day of              2016.   OXiGENE, Inc. By:     PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MATEON THERAPEUTICS, INC. The undersigned hereby appoints Dr. William D. Schwieterman and Matthew M. Loar, and each of them, with power to act without the other and with power of substitution, as proxies andattorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Mateon Therapeutics, Inc. Common Stock which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual meeting of Shareowners of the Company to be held June 9, 2017 or any adjournment thereof, with all powers which the undersigned would possess if present at the Meeting. THIS PROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE BUT THE CARD IS SIGNED, THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES UNDER PROPOSAL 1, FOR PROPOSAL 2, AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. Continued and to be signed on reverse side   William D. Schwieterman Chief Executive Officer C-1