0001047469-13-006984 Sample Contracts

EMPLOYMENT AGREEMENT RENEWAL
Employment Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania

This is to extend your Employment Agreement with Onconova Therapeutics, Inc. We wish to renew your agreement to cover the period of June 1, 2012 through May 31st, 2014.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware

WHEREAS, Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and Dr. Manoj Maniar (the “Employee”) entered into an employment agreement (the “Agreement”) dated as of August 1, 2005.

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LICENSE AGREEMENT
License Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware

WHEREAS, Onconova is developing a pharmaceutical product in the United States under the trademark Estybon™ for use in oncology, and owns or controls certain proprietary technology, know-how and information relating to such product;

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EIGHTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS EIGHTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) made as of July 27, 2012, by and among Onconova Therapeutics, Inc., a Delaware corporation (the “Corporation”), the persons listed as owners of Series A Preferred Stock on Schedule I hereto (the “Series A Investors”), the persons listed as owners of Series B Preferred Stock on Schedule I hereto (the “Series B Investors”), the persons listed as owners of Series C Preferred Stock on Schedule I hereto (the “Series C Investors”), the persons listed as owners of Series D Preferred Stock on Schedule I hereto (the “Series D Investors”), the persons listed as owners of Series E Preferred Stock on Schedule I hereto (the “Series E Investors”), the persons listed as owners of Series F Preferred Stock on Schedule I hereto (the “Series F Investors”), the persons listed as owners of Series G Preferred Stock and/or Warrants to purchase Series G Preferred Stock (the “Series G Warrants”) on Schedule I hereto (the “Series G Inve

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AMENDMENT TO LICENSE AGREEMENT
License Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations

This Amendment Agreement is made and entered into as of September 1, 2000, by and between Temple University — Of The Commonwealth System of Higher Education (“TEMPLE”) and Onconova Therapeutics Inc. (“ONCONOVA”).

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DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”) is entered into on this 19th day of September, 2012 (the “Effective Date”), by and between Onconova Therapeutics, Inc., a company organized under the laws of the State of Delaware with its principal place of business at 375 Pheasant Run, Newtown, PA 18490 (“Onconova”) and Baxter Healthcare SA, a company organized under the laws of the Switzerland with its principal place of business at Thurgauerstrasse 130 8152 Glattpark (Opfikon) Switzerland (“Baxter”). Onconova and Baxter may each be referred to herein individually as a “Party” and collectively as the “Parties.”

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FIRST AMENDMENT TO AGREEMENT
First Amendment to Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations

This First Amendment to Agreement, effective June 23, 2011, is by and between THE LEUKEMIA & LYMPHOMA SOCIETY (“LLS”), a Delaware corporation, business at 1311 Mamaroneck Ave, White Plains, NY and ONCONOVA THERAPEUTICS (“ONCONOVA”), a Delaware corporation having its principal place of business at 375 Pheasant Run, Newtown, PA.

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FIRST AMENDMENT TO LICENSE AGREEMENT
License Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS FIRST AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is entered into effective as of September 2, 2011, by and between Onconova Therapeutics, Inc, (“Onconova”), and SymBio Pharmaceuticals Limited (“SymBio”) (each, a “Party” and together, “the “Parties”), with respect to the following facts:

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CONSULTING AGREEMENT
Consulting Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS DENOTE SUCH OMISSIONS. LIMITED LIABILITY COMPANY AGREEMENT OF GBO, LLC A Delaware limited liability company
Limited Liability Company Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT OF GBO, LLC (this “Agreement”) of GBO, LLC (the “Company”) is entered into as of December 12, 2012, by and among Onconova Therapeutics® Inc., a Delaware corporation (“Onconova”) and GVK Biosciences Private Limited, a private limited company incorporated under the Companies Act, 1956 in India (“GVK BIO” and together with Onconova, individually as either “Member” or “Party,” and collectively, the “Members” or the “Parties”).

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THIRD AMENDMENT TO DEFINITIVE AGREEMENT
Third Amendment to Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations

This Third Amendment to Agreement, effective January 15, 2013, is by and between THE LEUKEMIA & LYMPHOMA SOCIETY (“LLS”), a Delaware corporation, business at 1311 Mamaroneck Ave, White Plains, NY and ONCONOVA THERAPEUTICS (“ONCONOVA”), a Delaware corporation having its principal place of business at 375 Pheasant Run, Newtown, PA.

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SECOND AMENDMENT TO DEFINITIVE AGREEMENT
Second Amendment to Definitive Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations

This Second Amendment to Definitive Agreement, effective May 29, 2012, is by and between THE LEUKEMIA & LYMPHOMA SOCIETY (“LLS”), a New York non-profit corporation, having its principal place of business at 1311 Mamaroneck Ave, White Plains, NY and ONCONOVA THERAPEUTICS, INC. (“ONCONOVA,” or “Company”), a Delaware corporation having its principal place of business at 375 Pheasant Run, Newtown, PA.

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TERMINATION OF AGREEMENT
Termination of Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations

This Termination of Agreement, effective February 5, 2013, is by and between THE LEUKEMIA & LYMPHOMA SOCIETY (“LLS”), a Delaware corporation, having its principal place of business at 1311 Mamaroneck Ave, White Plains, NY and ONCONOVA THERAPEUTICS (“ONCONOVA,” together “the Parties”), a Delaware corporation having its principal place of business at 375 Pheasant Run, Newtown, PA.

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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS DENOTE SUCH OMISSIONS. LICENSE AGREEMENT
License Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania

This agreement (the “License Agreement”) is made effective this first day of January, 1999 by and between Temple University - Of The Commonwealth System of Higher Education, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“TEMPLE”), having a principal place of business at Broad Street and Montgomery Avenue, Philadelphia, Pennsylvania and Onconova Therapeutics Inc. (“ONCONOVA”), a corporation organized and existing under the laws of the State of Delaware, having a principal place of business at P.O. Box 7693, Princeton, New Jersey.

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CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS DENOTE SUCH OMISSIONS. DEFINITIVE AGREEMENT
Definitive Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • New York

This Definitive Agreement (the “Agreement”) is made as of the 12th day of May, 2010 (the “Effective Date”) by and between The Leukemia and Lymphoma Society, a New York nonprofit corporation with its principal place of business at 1311 Mamaroneck Avenue, White Plains, New York 10605, United States of America (“LLS”) and Onconova Therapeutics, Inc., a Delaware corporation with its principal place of business at 375 Pheasant Run, Newtown, PA 18940 (“Company”). LLS and Company are sometimes hereinafter referred to individually as the “Party” and together as the “Parties”.

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AMENDMENT # 1 TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations

This Amendment No. 1 (“Amendment No. 1”) to the License Agreement by and between Temple University — Of The Commonwealth System of Higher Education (“TEMPLE”) and Onconova Therapeutics (“ONCONOVA”), dated January 1, 1999, as amended (“Agreement”), is entered into effective as of March 21, 2013 (“Amendment No. 1 Date”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Delaware

WHEREAS, Onconova Therapeutics, Inc., a Delaware corporation (the “Company”), and Ramesh Kumar, Ph.D. (the “Employee”) entered into an employment agreement (the “Agreement”) dated as of April 1, 2007.

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EMPLOYMENT AGREEMENT RENEWAL
Employment Agreement • June 14th, 2013 • Onconova Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
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