exhibit 10. 8 non - exclusive license agreement this agreement, effective as of april 15, 2003 ( the “ effective date ” ), is between the university of massachusetts medical school ( “ medical school ” ), a public institution of higher education of the commonwealth of massachusetts having an address of 55 lake avenue north, worcester, ma 01655 and cytrx corporation ( “ company ” ), a delaware corporation having an address of 11726 san vicente blvd., suite 650, los angeles, ca 90049. r e c i t a l s whereas, medical school is owner by assignment of the invention claimed in the united states patent application listed in exhibit a pertaining to the medical school ’ s invention disclosure number ummc 01 - 36 entitled rna sequence - specific mediators of rna interference ; whereas, company desires to obtain a non - exclusive license in the field of therapeutics limited to the narrowed fields of other medical school license agreements ; specifically, using rnai to inhibit hcmv immediate early ( ie ) gene expression in retinitis applications, using rnai to inhibit mutant sod1 gene expression in amytrophic lateral sclerosis ( als ) applications, and using rnai to inhibit gene targets implicated in type ii diabetes and obesity under the rights of medical school in any patent rights claiming those inventions ; and whereas, medical school is willing to grant company a non - exclusive license on the terms set forth in this agreement. now, therefore, medical school and company hereby agree as follows : 1. definitions. 1. 1. “ affiliate ” means any legal entity ( such as a corporation, partnership, or limited liability company ) that is controlled by company. for the purposes of this definition, the term “ control ” means ( a ) beneficial ownership of at least fifty percent ( 50 % ) of the voting securities of a corporation or other business organization with voting securities or ( b ) a fifty percent ( 50 % ) or greater interest in the net assets or profits of a partnership or other business organization without voting securities. 1. 2. “ biological materials ” means the tangible biological materials described on exhibit a, as well as tangible materials that are routinely produced through use of the original materials, including, for example, any progeny derived from a cell line, monoclonal antibodies produced by hybridoma cells, dna or rna replicated from isolated dna or rna, recombinant proteins produced through use of isolated dna or rna, and substances routinely purified