Exhibit 10.9


 


Portions herein identified by [*****] have
been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
A complete copy of this document has been filed separately with the Securities and Exchange Commission.


 


SETTLEMENT
AND RELEASE AGREEMENT


 


This
Settlement and Release Agreement (“Agreement”) is made and entered into this 11th day of May, 2017, between Icagen,
Inc. f/k/a Caldera Pharmaceuticals, Inc. (“Icagen”) and Dentons US LLP (“Dentons”). Icagen and Dentons
may be referred to herein individually as a “Party” or collectively as the “Parties.”


 


WHEREAS,
Dentons previously provided legal services to Icagen ( the “Representation”), including in connection with litigation
commenced by Icagen against the Regents of the University of California and/or related parties;


 


WHEREAS,
following disputes between them, Dentons and Icagen entered into a Settlement and Release Agreement (the "2013 Settlement
Agreement"), a copy of which is attached as Exhibit A, fully and finally resolving any and all claims and potential
claims arising out of, based upon, or relating to the Representation;


 


WHEREAS,
Icagen did not make any payment to Dentons under the 2013 Settlement Agreement;


 


WHEREAS
on April 22, 2014, Dentons filed a complaint in the Circuit Court of Cook County, Illinois, captioned Dentons vs. Caldera Pharmaceuticals,
Inc. bearing docket number 14 L 50351, seeking entry of a judgment by confession against Icagen (the “Illinois Lawsuit”)
based upon the 2013 Settlement Agreement.


 


WHEREAS,
on May 7, 2014, a judgment was entered in the Illinois Lawsuit in favor of Dentons and against Icagen, in the amount of three
million and fifty thousand dollars ($3,050,000.00) plus costs of suit (the “Judgment”), a copy of which is attached
as Exhibit B, which Judgment remains outstanding;


 


WHEREAS,
Icagen filed the following lawsuits against Dentons in San Francisco Superior Court (collectively, the "California Lawsuits"):
(1) an action styled Richard Roe, et al. v. White Corporation, et al., bearing docket no. 14 CGC 538762, which action was
dismissed without prejudice; (2) an action styled Richard Roe, et al. v. White Corporation, et al., bearing docket no.
15 CGC 544238, which action was dismissed without prejudice; and (3) an action styled Richard Roe, et al. v. White Corporation,
et al., bearing docket no. 17 CGC 558125, which remains pending;


 


WHEREAS,
the Parties now desire to fully and finally settle any and all claims and potential claims arising out of, based upon, or relating
to the 2013 Settlement Agreement, the Illinois Lawsuit, the Judgment, and the California Lawsuits;


 


NOW,
THEREFORE, in consideration of the mutual covenants, conditions and promises contained herein, and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:


 


1.            Payment.
Icagen shall pay Dentons the sum of One Million Four Hundred Thousand Dollars ($1,400,000.00) as follows:


 


(a)
       $250,000 to be received by Dentons no later than May 15, 2017;


 






     

    Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.


    

 


(b)
       $250,000 to be received by Dentons no later than June 1, 2017 or the date of the closing
of Icagen's pending debt financing, whichever is sooner;


 


[*****]


 


All
sums paid herein shall paid by wire transfer directed to:


 


[*****]


 


2.           
Security. Simultaneous with the execution of this Agreement, Icagen shall execute and deliver to Dentons an ink
original Affidavit in Support of Confession of Judgment in the amount of $3,891,549.32 (i.e., the amount of the Judgment plus
costs of suit plus accrued interest through May 15, 2017) and in the form annexed hereto as Exhibit C (the “Confession of
Judgment”). Upon collection of full payment in accordance with Paragraph 1 of this Agreement, Dentons shall return the ink
original Confession of Judgment to Icagen. If Dentons fails to timely receive, when due, any of the payments in accordance with
Paragraph 1, then Icagen shall be in default of the Agreement (“Default”) and shall have five (5) business days from
the delivery of the notice to cure the Default. Notice shall be delivered by (i) a nationally recognized next day courier service,
or (ii) first class registered or certified mail, postage prepaid. Notices hereunder shall be delivered to:


 


Mr.
Richard Cunningham

Icagen, Inc.

4222 Emperor Blvd, Suite 350

Durham, NC 27703


 


With
a copy to:


 


Leslie
Marlow

Gracin & Marlow LLP

405 Lexington Avenue, 26th Floor

New York, New York 10174


 


Failure
by Icagen to cure the Default within five (5) business days from delivery of notice of the Default shall result in the immediate
right of Dentons to file the Confession of Judgment upon an affidavit or affirmation of noncompliance in a court of competent
jurisdiction, in the amount of $3,891,549.32 plus accrued statutory interest subsequent to May 15, 2017, less any payments made
subsequent to the execution of this Agreement and through the date of Default, plus interest.


 


3.             Existing
Pleadings/Judgment.


 


(a)       Within
five (5) business days following execution of this Agreement, Icagen will discontinue or dismiss the California Lawsuits with
prejudice and will provide Dentons with Filed-stamped copies demonstrating such dismissal or discontinuance with prejudice. Icagen
represents that it has not filed any other claims or proceedings against Dentons.


 






    	 	2	 



    Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.


    

 


(b)       Within
five (5) business days following receipt of the payments in accordance with Paragraphs 1(a) and (b) herein (i.e., following timely
receipt by Dentons from Icagen of payments of no less than $500,000), either Party shall file an agreed motion in the Circuit
Court of Cook County, Illinois in the Illinois Lawsuit seeking (i) to vacate the Judgment of May 7, 2014; (ii) to dismiss the
Illinois Lawsuit with prejudice; (iii) the entry of an agreed order in the form attached hereto as Exhibit D (“Agreed
Order”) and (iv) the Court’s approval of a Release of Judgment in the form attached hereto as Exhibit E (“Release
of Judgment. Dentons agrees to furnish Icagen with a signed Agreed Order and two signed ink originals of the Release of Judgment
within five (5) business days following receipt of the payments from Icagen under paragraphs 1(a) and 1(b) of this Agreement.


 


(c)       Dentons
represents that it has not filed any claims, proceedings or judgments against Icagen other than the Illinois Litigation.


 


(d)       Nothing
herein shall prejudice Dentons’ right, in the event of Icagen's breach of this Agreement, to file the Confession of Judgment
as set forth in paragraph 2, above.


 


4.           
Full and Complete Settlement. The Parties agree that this Agreement and the terms set forth herein, shall and hereby
do effectuate a full and complete settlement of all claims and potential claims arising out of, based upon, or relating to the
2013 Settlement Agreement, the Illinois Lawsuit, the Judgment and the California Lawsuits (collectively, the “Released Claims”).
For avoidance of doubt, the 2013 Settlement Agreement shall remain in full force and effect, except that the Parties shall have
no further rights or obligations under paragraphs 1 through 4 thereof, which are superceded by the provisions of this Agreement.


 


5.            Mutual
Releases.


 


(a)       [*****]


 


6.            Unknown
Claims. The Parties acknowledge and understand that there is a risk that, subsequent to the execution of this Agreement,
they may discover, incur or suffer Released Claims which were unknown or unanticipated at the time of the execution of this Agreement,
and which if known on the date of the execution of this Agreement might have materially affected their decision to enter into
and execute this Agreement. The Parties further agree that, by reason of the release contained herein, they are assuming the risk
of such unknown Released Claims and agree that this Agreement applies thereto.


 


7.            Forbearance
From Suit.


 


(a)       Icagen,
and all persons acting by, through, under or in concert with it, hereby promise, covenant and agree not to initiate, file or otherwise
commence, assert, bring, join, participate in, or otherwise maintain against the Dentons Released Parties, in any court, agency,
or other tribunal in any jurisdiction, either directly or indirectly, any claim which they now have, own or hold or claim to have,
own or hold, or at any time heretofore had, owned or held, or claimed to have had, owned or held, or may hereinafter have, own
or hold, or claim to have, own or hold against the Dentons Released Parties, arising out of, based upon, or relating to the Released
Claims.


 






    	 	3	 



    Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.


    

 


(b)       Dentons,
and all persons acting by, through, under or in concert with it, hereby promise, covenant and agree not to initiate, file or otherwise
commence, assert, bring, join, participate in, or otherwise maintain against the Icagen Released Parties, in any court, agency,
or other tribunal in any jurisdiction, either directly or indirectly, any claim which they now have, own or hold or claim to have,
own or hold, or at any time heretofore had, owned or held, or claimed to have had, owned or held, or may hereinafter have, own
or hold, or claim to have, own or hold against the Icagen Released Parties, arising out of, based upon, or relating to the Released
Claims.


 


8.           Cal.
Civ. Code Section 1542. The parties specifically acknowledges that they are aware of and familiar with the provisions
of California Civil Code Section 1542, which provides as follows:


 


“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


Being
aware of this section, the Parties hereby expressly waive and relinquish all rights and benefits they may have pursuant to said
Code Section as well as any other statutes or common law principles of similar effect.


 


9.          Compromise.
The Parties agree that this Agreement is in compromise and settlement of a dispute between them, and it shall not be considered
as an admission of the truth or correctness of any claim allegation against them, or of fault or liability by them, each Party
denying any fault or liability, except that Icagen acknowledges that it has not disputed, and will not dispute, that Dentons properly
obtained the Judgment against it.


 


10.       Full
and Independent Knowledge. Each of the Parties represents that it has been represented by separate counsel of its choice
in connection with the preparation and review of this Agreement, its representative has specifically discussed, or had the opportunity
to specifically discuss, with such attorney the meaning and effect of this Agreement, and that its representative has carefully
read and understands the scope and effect of each provision contained herein. Dentons has not represented, advised, or served
as Icagen's counsel in connection with this Agreement.


 


11.       Warranties.
Each of the Parties represents and warrants that it has full power and authority to enter into and perform this Agreement.
Each of the Parties further represents and warrants that it has not heretofore assigned, transferred, encumbered or otherwise
conveyed, or purported to assign, transfer, encumber or otherwise convey, in whole or in part, to any person or entity, any Released
Claims released hereunder.


 


12.       Confidentiality.
Except to the extent necessary to enforce or carry out this Agreement or as otherwise required by law, the Parties shall maintain
the terms and existence of this Agreement strictly confidential. Prior to responding to any request, subpoena, or order by any
court or governmental agency for disclosure of this Agreement and/or the compromise and settlement effected thereby, the Party
to which the request, subpoena, or order has been directed shall notify all other Parties, in writing, within seven (7) days of
such request, subpoena, or order and to afford those Parties the opportunity to object to the request, subpoena, or order before
responding thereto. Notwithstanding the foregoing: [*****]; (b) the Parties shall have the right to disclose the terms of this
Agreement to the extent necessary to comply with their financial, legal, reporting, regulatory and securities obligations, including,
to the extent that Icagen concludes that such filing is required, the filing of this Agreement as an exhibit to Icagen’s
periodic filings with the Securities and Exchange Commission, provided, however, that Icagen will request confidential treatment
of certain non-financial terms of the Agreement based on input from Dentons; (c) the Parties may disclose this Agreement to their
attorneys, accountants, financial advisors, bankers, financiers, and potential and actual investors, provided such individuals
are made aware of this Confidentiality provision and agree to be bound thereby.


 






    	 	4	 



    Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.


    

 


13.           Successors.
This Agreement shall be binding upon and inure to the benefit of the successors, heirs and assigns of each of the Parties
hereto.


 


		14.	Miscellaneous.



 


(a)       This
Agreement shall be construed in accordance with and governed by the laws of the State of Illinois, United States of America, without
regard to conflict of laws provisions. The Parties agree that the sole venue for disputes arising out of, related to and/or connected
with this Agreement shall be the state courts situated in Cook County, Illinois.


 


(b)       The
Parties agree that this Agreement may be executed in counterparts and that a copy signed by a Party will be fully enforceable
against such Party. Unless an ink original is required herein (e.g. the Release of Judgment and the Confession of Judgment), this
Agreement, and documents relating to this Agreement, may be executed and transmitted by facsimile, email or any other electronic
means.


 


(c)       This
document contains the entire agreement between the Parties hereto with respect to the subject matter hereof, and supersedes and
cancels all previous agreements, contracts, covenants, commitments, obligations, and writings between the parties pertaining to
the subject matter hereof. Each of the Parties further represents that no other understandings, statements, promises, or inducements
contrary to the terms of this Agreement, whether oral or written, exist, and that he/it does not rely and has not relied upon
any representation or statement made by another Party or any of their representatives with regard to the subject matter of this
Agreement (other than those representations and statements made in this Agreement).


 


(d)       This
Agreement shall be construed as a whole, according to its fair meaning, and shall not be construed strictly for or against any
of the Parties hereto.


 


(e)       This
Agreement may not be amended, altered, modified or waived, in whole or in part, except in a writing executed by the Parties to
this Agreement.


 


(f)       If
any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall
not be impaired thereby.


 


(g)       The
failure of any Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver
thereof or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.


 






    	 	5	 



    Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.


    

 


IN
WITNESS WHEREOF, the Parties have each executed this Agreement as of the date first set forth above.


 


	ICAGEN, INC. f/k/a	 	DENTONS US LLP
	CALDERA PHARMACEUTICALS, INC.	 	 	 
	 	 	 	 	 
	By:	/s/
    Richard Cunningham	 	By:	/s/
    Edward J. Reich
	Title:	Chief
    Executive Officer	 	Title:	U.S.
    General Counsel and Partner
	 	 	 	 	 
	Agreed
    as to form:	 	 	 
	 	 	 	 
	BLUMENTHAL
    LAW GROUP P.C.	 	 	 
	 	 	 	 	 
	By:	Grant
    Blumenthal	 	 	 
	Title:	Counsel
    for Icagen, Inc. f/k/a	 	 	 
	 	Caldera
    Pharmaceuticals, Inc.	 	 	 


 






    	 	6	 



     

    

 




EXHIBIT A


 


[*****]


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	A-1	 



     

    

 


EXHIBIT B


 


IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS


 


	DENTONS
        US LLP,

         

        Plaintiff,

         

        vs.

         

        CALDERA PHARMACEUTICALS, INC.,

         

        Defendant.
	)

        )

        )
        Case No. 14L50351

        )

        )

        )


        )

        )

        )

        )



 


JUDGMENT ORDER


 


It is ordered that
plaintiff Dentons US LLP recover from defendant Caldera Pharmaceuticals, Inc.  $3,050,000 and costs
of suit. Execution may issue.


 


Plaintiff may withdraw the original documents upon filing certified
copies with the clerk.


 





	 	_________________________, ________________
	 	 
	 	ENTER:
	 	 
	 	/s/ Doruthy Brown
	 	Judge                                                        Judge’s
    No.



 


 


	 

                           Atty.
                           No.: 6205749


Name: Andrew R. McGaan


Atty. for: Dentons US LLP


Address: 300 N. LaSalle St.


City/State/Zip: Chicago,
IL 60654


Telephone: 312-862-2000


	 






 



    	 	B-1	 



     

    

 


EXHIBIT C


 


	DENTONS
        US LLP,

         

        Plaintiff,

         

        vs.

         

        ICAGEN,
        INC. f/k/a CALDERA

        PHARMACEUTICALS,
        INC.,

         

        Defendant.
	)

        )

        )
        Case No. _______

        )

        )

        )
        AFFIDAVIT OF RICHARD CUNNINGHAM

        )

        )

        )

        )





 


RICHARD
CUNNINGHAM, under penalty of perjury, hereby swears that the following information is true and correct to the best of my knowledge
and information:


 


1.       I
am the CEO and President of defendant Icagen, Inc. f/k/a Caldera Pharmaceuticals, Inc. (“Icagen”). Icagen is a Delaware
corporation having its principal place of business at 4222 Emperor Blvd., Suite 350, Research Triangle Park, Durham, North Carolina
27703.


 


2.       I
make this Affidavit in connection with a certain agreement dated May __, 2017 (“the Agreement”) between Icagen and plaintiff
Dentons US LLP (“Dentons”) to confess judgment on behalf of Icagen in this Court in favor of plaintiff for the sum of
three million eight hundred and ninety-one thousand five hundred and forty nine dollars and thirty two cents ($3,891,549.32),
less any amounts paid pursuant to the Agreement, and to authorize Dentons to enter judgment for that sum against Icagen in this
Court.


 






    	 	C-1	 



     

    







 


3.       This
Confession of Judgment is for a debt justly due to Dentons pursuant to a 2013 Settlement
Agreement between Dentons and Icagen, and a Judgment entered pursuant thereto in the amount of three million and fifty
thousand dollars ($3,050,000), plus costs of suit and interest, which resolved Dentons’ claim for fees and disbursements owed
for professional services rendered to Icagen from 2011 through July 5, 2013. Pursuant to the Agreement, Dentons has agreed to
compromise the amounts due and accept, inter alia, payment in the amount of one million four hundred thousand dollars
($1,400,000.00), to be paid pursuant to a schedule set forth therein.


 


4.       In
the event Icagen defaults in making any payment set forth in the Agreement on a timely basis, Dentons is required to give Icagen
written notice of such default.


 


5.       If
Icagen fails to cure said default within five (5) business days after notice is delivered as required by the Agreement, Icagen
shall immediately become obligated to Dentons for the full three million eight hundred and ninety one thousand five hundred and
forty nine dollars and thirty cents ($3,891,549.32), less any amounts paid pursuant to the Agreement.


 


6.       If
Icagen fails to cure the default within five (5) business days after notice is delivered in accordance with the Agreement, Icagen
hereby irrevocably confesses judgment in favor of Dentons for the full three million eight hundred and ninety-one thousand five
hundred and forty-nine dollars and thirty cents ($3,891,549.32), less any amounts paid pursuant to the Agreement.


 






    	 	C-2	 



     

    

 


7.       Accordingly,
if Icagen fails to cure the default within five (5) business days after notice is delivered in accordance with the
Agreement, judgment may be entered hereunder against Icagen, Inc. f/k/a Caldera Pharmaceuticals, Inc. and in favor of Dentons
US LLP in the amount of three million eight hundred and ninety-one thousand five hundred and forty-nine dollars and thirty
cents ($3,891,549.32), less any amounts paid pursuant to the Agreement, plus court filing fees, upon the filing of this
Affidavit together with an Affidavit from a representative of Dentons stating that payment required by the Agreement was not
timely made and setting forth the full amount then due, including the basis for calculation, plus court filing
fees.


 


FURTHER,
AFFIANT SAYETH NOT.


 





	 	/s/
    Richard
    Cunningham 
	 	Richard
    Cunningham


 


	
        SUBSCRIBE and SWORN to before

        me this 11th May, 2017
	 
	 	
        

	/s/ James O. Whitmore
	Notary Public




 






    	 	C-3	 



     

    

 


EXHIBIT
D


 


IN
THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS


 


	DENTONS
        LLP

                                                                                                  

                                                                                                 vs

         

        CALDERA
        PHARMACEUTICALS, INC

n/k/a ICAGEN, INC
	)

        )

        )
No. 14 L 50351

        )

        )

        )



 


AGREED
ORDER TO VACATE JUDGMENT

AND DISMISS WITH PREJUDICE 


 


This matter before the Court on the Agreed
Motion of Dentons LLP and Caldera Pharmaceuticals, Inc n/k/a Icagen, Inc, due notice given and the Court and parties being fully
advised in the premises, it is hereby ordered that:


 


		1.	The
                                         Judgment of May 7, 2014, in the amount of $3,050,00.00 plus costs of suit is hereby

                                         vacated.
	 	 	 




		2.	This
                                         matter is dismissed with prejudice with each side to bear their own attorneys’ fees and
                                         costs.




 


	AGREED:			
		Dentons LLP,	 	Caldera Pharmaceuticals, Inc
	 	By
its counsel of record	 	n/k/a
                   Icagen, Inc, by its counsel of record




 


	Date:		 	
	 	 	 	 
	 	 	 	ENTER:	
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Judge Judge’s No.



 


__________________(No.______________)


Dentons
LLP


300
N. LaSalle Street


Chicago, Illinois 60654


Tel: (312) 862-2000


 



    	 	D-1	 



     

    

 


EXHIBIT
E


 


	IN THE CIRCUIT COURT OF
 COOK COUNTY, ILLINOIS

                        

                       Dentons,
LLP

                        

                       v.


 


Caldera
Pharmaceuticals, Inc.


k/n/a
Icagen, Inc.
		
	 	 	 
	 	 	Recorder’s
Stamp
	 	 	 
	 	 	                       No. 14 L 50351



 


RELEASE
OF JUDGMENT


 


Dentons, LLP, the Judgment Creditor, having received full consideration
for this release, releases the judgment entered on May 7, 2014, against Defendant, Caldera Pharmaceuticals Inc., k/n/a Icagen,
Inc. for $3,050,000.00.


 


	 	
		Attorney of Record for Dentons, LLP



 


		APPROVED:	
	 	 	Judge                   Judge’s No.



 


__________________ (No.__________________)


Dentons
LLP


300
N. LaSalle Street


Chicago, Illinois 60654


Tel: (312) 862-2000


 


 


 


E-1