First Amendment to License Agreement with Genetics Institute, Inc.



 Exhibit 10.36 
 AMENDMENT NO. 1 TO LICENSE AGREEMENT 
  
 This Amendment No. 1 to License Agreement (the “Amendment”) is effective as of April 10, 2003, by and between Xcyte Therapies, Inc., a Delaware corporation (the “Company”) and
Genetics Institute, L.L.C. (formerly Genetics Institute, Inc.) (“GI). 
  
 RECITALS 
  
 WHEREAS, the
Company and GI wish to amend the License Agreement dated June 24, 1998 by and between the Company and Wyeth (the “Original Agreement”) in order to clarify the intentions of the parties as to the Field of use. 
  
 WHEREAS, the definition of “Field” in section 2.5 of the Agreement
currently reads as follows: “Field” means ex vivo activation or expansion of human T-cells (including T-cells modified through gene transfer (except as indicated below) or otherwise) for treatment and/or prevention of
infectious diseases (including, without limitation, AIDS), cancer and immunodeficiency states. It is understood and agreed that the Field shall not include activation or expansion of T-cells modified through gene transfer to specifically modify the
T-cells to produce secreted or cell-surface membrane-bound proteins not normally expressed in significant levels by such T-cells, unless the cell-surface membrane-bound proteins bind the T-cell to specific target cells.” 
  
 WHEREAS, the parties wish to amend the definition of the “Field” to
clarify the Company’s ability to practice gene therapy as intended under the Original Agreement (using T cells as therapeutic agents to treat cancer, infectious diseases and immunodeficiency states) while retaining GI’s ability to use the
technology for gene replacement therapy, including replacement of factor VIII, factor IX and insulin. 
  
 All terms not otherwise defined herein shall have the same meaning as set forth in the Original Agreement. 
  
 NOW THEREFORE, the parties hereby agree as follows: 
  
 AGREEMENT 
  
 1.    Section 2.5 of the Original Agreement is hereby amended and restated as follows (changed language
is in bold for effect only): 
  
 “Field” means
ex vivo activation or expansion of human T-cells (including T-cells modified through gene transfer (except as indicated below) or otherwise) for treatment and/or prevention of infectious diseases (including, without limitation, AIDS), cancer
and immunodeficiency states. It is understood and agreed that the Field shall not include activation or expansion of T-cells modified through gene transfer to specifically modify the T-cells to produce secreted or cell-surface membrane-bound
proteins not normally expressed in significant levels by such T-cells, unless the proteins directly enable the selection, or directly modify or preserve the function, of the T cells. 
  
 2.    All other terms and conditions of the Original
Agreement shall remain unchanged and in full force and effect. 
  
  
 The parties have executed this Amendment No. 1 to the License Agreement as of the date first above written. 
  
  

			
	XCYTE THERAPIES, INC.
		
	By:	 	/s/    RONALD JAY BERENSON        
	 	 	

		
	 Name:
	 	Ronald Jay Berenson, MD
	 	 	

	 	 	 (print)

		
	 Title:
	 	President and CEO
	 	 	

		
	 Address:
	 	1124 Columbia Street, Suite 130
	 	 	

	 	 	Seattle, WA 98033
	 	 	



  

			
	Genetics Institute, L.L.C.
		
	By:	 	/s/    RONALD W. ALICE        
	 	 	

		
	 Name:
	 	Ronald W. Alice
	 	 	

	 	 	 (print)

		
	 Title:
	 	Vice President
	 	 	

		
	 Address:
	 	150 A-3 North Radmor-Chaster Rd.
	 	 	

	 	 	St. Davids, PA 19087