TITLE OF AGREEMENT: PT 523 License Agreement
Dana-Farber Cancer Institute, Inc.
44 Binney Street
Boston, Massachusetts 02115
Ash Stevens, Inc.
5861 John C. Lodge Freeway
Detroit, Michigan, 48202
Hudson Health Sciences, Inc.
787 Seventh Avenue
New York, New York 10019
DFCI AGREEMENT NO.:
EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement, including all attachments, (hereinafter called "Agreement"), effective as of
December 19, 2002 ("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 Ash Steven, Inc., a corporation having a place of business at 5861 John C. Lodge Freeway,
Detroit, Michigan, 48202 ("ASH, and together with DFCI, the "Licensor") and Hudson Health Sciences, Inc., a
Delaware corporation having a principal place of business at 787 Seventh Avenue, New York, NY 10019
WHEREAS, DFCI and ASH are either sole or joint owners under certain Patent Rights as defined below; and
WHEREAS, pursuant to a Patent Management Agreement effective February 1st 2002, Licensors agreed DFCI
shall act as ASH'S sole and exclusive agent for the licensing of such Patent Rights ; and
WHEREAS, Licensor desires to have the rights used to promote the public interest by granting a royalty bearing,
worldwide, exclusive license to the Subject Technology to LICENSEE on the terms set forth herein; and
WHEREAS, Licensee, having represented to Licensor that it has the financial capacity, strategic commitment,
capabilities and/or experience to develop, produce, market and sell resultant products, desires to obtain said
exclusive license under the Subject Technology.
NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties