Strategic Alliance Agreement

• Expiration Date: 17 April 2021
• Parties: Loin Biotechnologies, Inc. ("LBIO"), The University of Texas M. D. Anderson Cancer Center ("MD Adnserson"), ("LBIO" and "MD Adnserson" individually referred to as "Party", collectively as the "Parties")
• State: Texas
• Section: Commercial Contracts

Exhibit 10.1

Text Marked By [* * *] Has Been Omitted Pursuant To A Request For Confidential Treatment And Was Filed Separately With The Securities

And Exchange Commission.

STRATEGIC ALLIANCE AGREEMENT

Effective Date: April 17, 2017

THIS STRATEGIC ALLIANCE AGREEMENT (this “Agreement”), is entered into by and between Lion Biotechnologies, Inc., with a place of

business located at 999 Skyway Road, Suite 150, San Carlos, CA 94070 (“LBIO”), and The University of Texas M. D. Anderson Cancer Center, with

a place of business located at 1515 Holcombe Blvd., Houston, TX 77030 (“MD Anderson”), a member institution of The University of Texas System

(“System”), as of the date set forth above (the “Effective Date”). MD Anderson and LBIO are hereinafter individually referred to as a “Party” and

are collectively known as the “Parties”.

WHEREAS, as a comprehensive cancer research, treatment, and educational center, MD Anderson undertakes research and experimental activities

in a variety of disciplines; and

WHEREAS, the Parties hereby wish to establish a collaboration (“Collaboration”) with respect to the performance of one or more research studies

to be conducted pursuant to this Agreement (each such study, a “Study”, and collectively the “Studies”, and the activities to be performed with

respect to the Studies collectively, the “Research”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged,

LBIO and MD Anderson hereby agree to be legally bound as follows:

1. Governance.

1.1 Joint Steering Committee. The Parties will establish a joint steering committee (“JSC”) of equal representation, comprised of three

members from each Party, with the members of each Party collectively having one vote on all matters to be decided upon by the JSC. Each Party can

appoint and replace its members in the JSC at its own discretion through timely written notice to the other Party. The Principal Investigators for

each Study (as defined hereinafter) shall attend each JSC meeting, except in the event of exigent circumstances that do not permit such attendance.

1.2 JSC Meetings. The JSC will have meetings (either in person, by teleconference or via electronic means) at least quarterly. At least one

meeting per year will be conducted in person or by videoconference (including the kick-off meeting), with the location alternating between a site a

selected by LBIO and a site selected by MD Anderson. LBIO will choose the location of the first such in-person meeting. Subject to Section 1.4

below, the JSC will decide on matters by unanimous vote; provided, however, that no action may lawfully be taken at any meeting unless at least

two members from each Party (including for this purpose any proxy member appointed as provided below) are present at the meeting. If a member of

the JSC is unable to attend a meeting, he or she may appoint, in writing, a proxy to participate and vote in his or her stead.

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1.3 JSC Responsibilities. The main task of the JSC will be to oversee the Collaboration. In order to achieve the objectives of the

Collaboration, the JSC will oversee each Study under the Collaboration. The JSC will provide technical, scientific, clinical, and regulatory guidance

regarding the Studies and will be responsible for monitoring progress of the Studies. In addition, the JSC will be responsible for coordinating

resolution of problems arising in the Studies or in the Collaboration as a whole. Additional members can be invited by the JSC on a case by case

basis should discussion of certain topics require so; provided, that such members will be subject to obligations of confidentiality and non-use at

least as strict as those set forth in Section 5 below.

1.4 Dispute Resolution. Decisions regarding Study design, changes and/or additions to the initially-agreed Protocols must be unanimous,

with each Party exercising one vote each, and in the absence of such unanimity the status quo shall be maintained. For all other matters before the

JSC, a unanimous decision, with each Party exercising one vote, is required; provided, that, if unanimity cannot be achieved regarding such other

matters, then LBIO’s chief executive officer may make the decision on behalf of the JSC, provided that LBIO’s chief executive officer will first make a

good faith effort to consult with a designated executive at MD Anderson to resolve such matter.

2. Performance of Studies.

2.1 Studies.

(a) During the Term (as defined below), LBIO and MD Anderson may periodically agree to collaborate with respect to the

performance of one or more Studies. In connection with each Study, the Parties shall execute, as applicable, a Study-specific clinical trial agreement

or a pre-clinical work order where a clinical trial is not being conducted (each, a “Study Order”). Study Orders shall be numbered sequentially and,

when executed, appended to this Agreement and made a part hereof. The first three Study Orders, when completed, will be incorporated into this

Agreement as Exhibit I, Exhibit II, and Exhibit III, and the Studies that are the subject of such Study Orders are also referred to herein as the “Initial

Studies”. Each Study Order shall detail the specifics of the Study to be performed under such Study Order including (i) a detailed Study-specific

protocol (“Protocol”) that will be developed jointly by the Parties working together in good faith and (ii) any Study-specific resources or support to

be provided by LBIO, including any financial consideration (“Collaboration Funding”, but excluding financial support associated with the Initial

Studies to the extent addressed in Section 4 of this Agreement). Any revisions or amendments to a Study Order or Protocol shall be implemented, if

at all, solely in accordance with the terms of the relevant Study Order and shall be subject to the approval of the JSC. The Parties acknowledge and

agree that MD Anderson will be the “sponsor” of the Initial Studies that are clinical studies, as defined at 21 C.F.R. §§ 50.3(f) and 312.3(b), and will

be the holder of the investigational new drug applications (INDs) submitted to the FDA (as defined hereinafter) for such Initial Studies.

(b) In the event of any conflict of any terms of this Agreement and the terms of a Study Order, the terms of this Agreement shall

govern, unless the Study Order specifically and expressly supersedes this Agreement with respect to a specific term, and then only with respect to

the particular Study Order and specific term. If there is any discrepancy or conflict between the terms contained in a Protocol and this Agreement

and/or the relevant Study Order, the terms of the Protocol shall govern and control with respect to clinical matters and the terms of this Agreement

and/or the relevant Study Order shall govern and control with respect to all other matters (e.g., legal and financial matters).

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