exhibit 10. 9 exclusive license agreement this agreement, effective as of september 21, 2004 ( “ effective date ” ), is between the dana - farber cancer institute, inc., a massachusetts non - profit organization having a principal place of business at 44 binney street, boston, massachusetts, 02115 ( “ dfci ” ), and cellective therapeutics, inc, a delaware corporation having a principal place of business at 100 capitola drive, suite 103, durham, north carolina 27713 ( “ licensee ” ). background dfci is the owner of certain rights in technology as later defined, subject only to a royalty - free, nonexclusive license previously granted to the united states government ; and dfci desires to have the rights used to promote the public interest by granting a license ; licensee has represented to dfci that it has the capabilities and / or experience to develop and use the technology that is the subject of this agreement to develop, produce, market and sell resultant products and has the financial capacity and the strategic commitment to facilitate the transfer of the technology for the public interest ; and licensee desires to obtain a license to dfci ’ s rights and dfci is willing to grant a license upon the terms and conditions of this agreement. dfci and licensee therefore agree as follows. article 1 — definitions 1. 1 “ agreement ” means this exclusive license agreement, including all attached schedules, which are incorporated herein by reference. 1. 2 “ affiliate ” means any company, corporation or other business entity that is controlled by, controlling, or under common control with licensee. for this purpose “ control ” means direct or indirect beneficial ownership of at least fifty percent ( 50 % ) interest in the voting stock ( or the equivalent ) of the company, corporation or other business or having the right to direct, appoint or remove a majority of members of its board of directors ( or their equivalents ) or having the power to control the general management of the company, corporation or other business, by law or contract. 1. 3 “ biological materials ” are those listed in schedule 1, and any components, ( such as nucleic acids or proteins ), subunits, progeny, or derivatives thereof, including, without limitation, humanized, recombinant, single chain, conjugated or other derivative forms of the antibodies produced by the hybridomas listed on schedule 1. 1. 4 “ field