In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[EX Q]: CONTENT DISTRIBUTION AND LICENSE AGREEMENT Deal Terms Licensed Program/ Film or Video Inevitable Licensed Rights to ConvergTV and ConvergTV Channels and/or Distribution Outlets x All, including but not limited to: xSimultaneous Internet Streaming x OTT Television x Internet Protocol Television x Radio, short wave, microwave, fiber optic x Alternative, secondary and specialty distribution x Stored as VOD, Content Distribution Networks/Company Servers x Full Television Broadcast Rights: x Free: Terrestrial, Cable, Satellite x Pay: Terrestrial, Cable, Satellite x Direct Satellite IP Distribution Systems Licensed Territory x Worldwide Other: _______________________________________________ License Term Perpetual, unlimited runs x Other: 2 years Commencing: November 15, 2012 Run Dates Within ConvergTV determined parameters. License Consideration Revenue Share as specified in this CONTENT DISTRIBUTION AND LICENSE AGREEMENT. Authorized Language Primary: x All Other (specify): ________________________________________ May be subtitled or translated by ConvergTV into foreign language(s). Additional Terms Closed Captioned Version, - NTSC, PAL, SEACAM or standards to be developed, provided by ConvergTV. Producer Information Producer: Fulucai Productions Ltd. Name of Contact: James Durward Address: 3632-13 St. SW, Calgary, Alberta, Canada, T2T 3R1 Telephone: 403-689-3901 Email: jimdurward@shaw.ca

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Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013

This CONTENT DISTRIBUTION AND LICENSE AGREEMENT (the Agreement) is entered into as of November 15, 2012 (the Effective Date) by and between, CONVERGTV, INC., a Delaware Corporation, (ConvergTV), whose principal place of business is located at 3201 Budinger Ave., St. Cloud, FL 34769, P.O. Box 540817, Merritt Island, Florida 32954, and Fulucai Productions Ltd. (the producer, publisher, content owner, authorized distributor, agent, or assignee of the Program rights, licensor, and grantor, any and all referred to herein as the Producer), whose principal place of business is located at 3632- 13 St. SW, Calgary, Alberta, Canada, T2T 3R1. The foregoing entities may be individually referred to as a Party or may be jointly referred to as the Parties. The Parties agree as follow: 1. Grant of License and Rights. (a) For the License Term and within the Licensed Territory, Producer hereby grants to ConvergTV a right and license to Distribute the program, file or video listed on the Deal Terms above (the Program) consisting of (check one) episodes (series) or x one-offs, for unlimited runs for the License Term through ConvergTV channels and/or other distribution outlets, in accordance with the License Rights. The terms License Term, Licensed Rights, and Licensed Territory shall have the meaning specified in the Deal Terms above, which such Deal Terms are part of this Agreement and are hereby incorporated herein by reference. As used in this Agreement and this license, the term Distribute includes, but is not limited to, any and all License Rights specified in the Deal Terms, all rights of distribution, the right to copy and reproduce the Program, the right to create derivative works of the Program for the purpose of creating branding elements and short form promotional materials (Promotional Works), the right to sell copies, the right to import and export the Program and the Promotional Works, the right to display the Program and Promotional Works publicity, the right to transmit the Program and Promotional Works through any transmission or delivery method that exists today, or that is created in the future, to any number of devices or users, including transmission through simultaneous delivery or streaming, and the right to sublicense and/or assign some or all of these rights to others. (b) Producer further grants to ConvergTV the right and license to Distribute the Program on any ConvergTV channel, and/or other distribution outlets, that exists today or that is created or developed in the future and this right includes the right to Distribute on any channels of a ConvergTV affiliate and/or other distribution outlets without limitation. (c) Producer further grants to ConvergTV the right and license to Distribute and re-Distribute, including relicensing or sublicensing, the Program at such dates and times as are determined by ConvergTV in its sole discretion. (d) Producer further grants to ConvergTV the right and license to create (re-edit), at its sole cost and expense, new and different versions of the Program, create foreign language, subtitled or translated versions of the Program as well as to create closed captioned versions of the Program, including NTCS, PAL, SEACAM standards, or other standards, including those yet to be developed.

2

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013

(e) Producer further grants to ConvergTV the right and license to utilize any and all footage from the Program for promotional and marketing purposes related to the Distribution of the Program and for promotion of channels or other distribution methods. (f) The grant of rights and license pursuant to this Section 1 shall include, but not be limited to, the right of ConvergTV to Distribute and re-Distribute all or any portions of the Program and Promotional Works, including excerpts therefrom, and any new and different versions of the Program, on simultaneous internet transmission or streaming, internet protocol television and any television networks and stations, and/or other distribution outlets, via domestic or foreign television signals, as well as through CATV and DBS systems, satellite, microwave, fiber optic and/or other modes of Distribution yet to be developed, but which may be utilized by ConvergTV in the future. ConvergTV shall have the right to insert commercials within the Program. 2. Delivery. (a) The Program shall be delivered to ConvergTV utilizing English as the primary language unless otherwise specified or as indicated in the Deal Terms. (b) The Program will conform to and be delivered in accordance with Exhibit A. (c) The Program must be saved as executable files (NOT as playable DVD/Blu-Ray movies). (d) The Program materials delivered to ConvergTV shall be duplicate copies, and ConvergTV disclaims liability for any damage or loss to any original master delivered by Producer to ConvergTV. 3. Consideration. The Producer agrees and acknowledges that it will receive no upfront compensation for the rights it has granted herein and that ConvergTV has no obligation to Producer to exercise any of its rights under this Agreement. The revenue share for the Program is stated in Exhibit B. The Producer shall have thirty (30) days from the payment date to dispute the amount of any revenue share payout or any such claim or dispute is hereby waived by the Producer. 4. Program Exclusivity For The License Term Within The Licensed Territory . During the License Term (which is identified in the Deal Terms), Producer agrees that ConvergTV has the exclusive right to exercise the rights granted to it under this Agreement with respect to the Program, including those in Section 1, within the Licensed Territory.

3

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013

5. Producer's Representations and Warranties. The Producer represents and warrants for the benefit of ConvergTV that: (a) it: (A) has the right to enter into and perform this Agreement and to grant ConvergTV all the rights and licenses granted by it herein; and (B) either owns the Program or controls the exhibition and distribution rights thereto; (b) it has or will obtain, at its sole cost and expense, all rights necessary to enter into this Agreement and to permit the exercise by ConvergTV of the rights and licenses herein granted including any and all music synchronization and mechanical rights and licenses as well as any and all performance rights by the artists and/or other material susceptible to performing rights contained in the Program and that such rights that Producer does not have or cannot obtain are within the public domain and are free to exercise by ConvergTV; (c) neither the Program, nor the production or use of the Program, or any element of the Program hereunder, will: (A) violate any right of privacy or any other right of any person, firm, corporation or other entity; (B) be defamatory; or (C) infringe upon or violate any copyright, trademark, trade name, patent or any proprietary rights of any third parties; (d) there are no agreements, contracts, commitments or licenses, nor shall Producer enter into any agreements, contracts, commitments or grant any licenses, which would prevent the fulfillment of this Agreement or impair or conflict with the rights granted hereunder; (e) it has all required releases for the Program and to grant the rights and licenses specified in Section 1, including but not limited to personal appearance, voice, location, sync, mechanical and for any other use requiring authorization of a person, place or thing; (f) it will not permit its Programs, other than as provided in this Agreement, to be displayed in full length, or nearly full length, on or through any channel, distribution or other platforms or services, or by any other means, including but not limited to the distribution or viewing platforms or services of ConvergTV's competitors; (g) it has not violated any law, rule, or regulation in connection with the creation or distribution of the Program; and (h) it shall comply with the Producer Performance Standards set forth in Exhibit C. 6. Insurance. The Producer has no insurance requirement. 7. Indemnification. Producer shall indemnify, defend and hold harmless ConvergTV and its parents, subsidiaries, divisions, officers, directors, employees, attorneys and agents, and their respective successors or assigns, from all costs, expenses and damages arising from any breach or alleged breach of the warranties made by it in this Agreement. Producer shall further indemnify, defend and hold harmless ConvergTV and its parents, subsidiaries, divisions, officers, directors, employees, attorneys and agents, and their respective successors or assigns, from all costs, expenses and damages arising from any costs, errors, omissions, slander, losses, liability or for any other cause as a direct or indirect result of the Distribution, transmission or publication of the Producer's Program or content.

4

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013

8. Protection of Copyright. (a) Producer shall take all reasonable steps to protect all copyrights pertaining to each Program from infringement and will institute such actions and proceedings as may be reasonable to prevent any unauthorized use, reproduction, exhibition or exploitation by third parties of the Program or any part thereof, or the material on which the Program is based which may be in contravention of the rights and license granted to ConvergTV herein. (b) If the Producer does not fulfill its obligation in Section 8(a) above, ConvergTV shall have the right, but not the obligation, to take such action as ConvergTV deems reasonable under the circumstances. For this purpose, Producer hereby appoints ConvergTV its attorney-in-fact to act in its name to prevent any unauthorized use, reproduction, exhibition, or exploitation of any Program or any part thereof. Any damages awarded or settlement payments made as a result of any action taken by ConvergTV shall belong to ConvergTV. 9. Non-Disclosure. The Producer agrees to not disclose, discuss, transcribe, publish or share: (i) any information contained in this Agreement; or (ii) any non-public, confidential or proprietary information as it relates to ConvergTV with any third party, including but not limited to any individual, person, corporation, company, or distributor, except that Producer may disclose such information or materials, to the extent reasonably necessary, to its attorneys, auditors, consultants, shareholders, and other fiduciaries who are themselves bound by confidentiality obligations with regarding any such disclosed information or materials. 10. Security of Content. For Programs licensed by and/or through ConvergTV and that are resident in the ConvergTV distribution platform, ConvergTV shall provide reasonable protections for the ConvergTV distribution platform to prevent the unauthorized distribution, unauthorized licensing, unauthorized sub-licensing, piracy, theft of content and/or unauthorized monetization of the Programs from the ConvergTV distribution platform. 11. Monetization of Content. The Producer agrees and authorizes ConvergTV, its subsidiaries, agents and/or assigns to monetize the Producer's Program and content by traditional ad (commercial) insertion; product placement; branded programming; overlays; interactive advertising; merchandise; utilization of brand value; syndication (theatrical, televised, mobile, OTT, Internet, IPTV); social media television; interactive television; mobile app sales; cable, satellite, OTT, IPTV, mobile subscriber fees; subscription and premium distribution and any and all methods of content monetization that may now or in the future exist, by and on any and all known or future means of content distribution. 12. Force Majeure: If either Party is prevented from performing its obligations hereunder as a result of a force majeure event, then the non- performing Party shall not be liable to the other Party for its failure to perform such obligations. As used in this Agreement, force majeure shall mean any act of God, fire, flood, war, public disaster, other calamity, strike, or labor difficulties, or any governmental determination, action, regulation, or order, or any other occurrence beyond the reasonable control of the non-performing Party, which, despite the non- performing Party's reasonable efforts, prevents the performance of its obligations hereunder. In the case of a force majeure event, ConvergTV will not be responsible for payment of any revenue share.

5

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013

13. Entire Agreement . This Agreement, which includes the Deal Terms and any and all exhibits, schedules or attachments to this Agreement, contains the entire agreement of the Parties, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the Parties hereto, relating to the subject matter contained in this Agreement that are not fully expressed herein. 14.. Notices. All notices, statements or requests for approvals (Notices) that either Party hereto is required or may desire to give to the other shall be given in writing by addressing the same to the other at the addresses set forth herein, or at such other address as may be designated, in writing, by any such Party in a Notice to the other. Notices shall be made by personal delivery, overnight courier, first class registered mail (postage prepaid and return receipt requested), facsimile or e-mail. A Notice shall be deemed served and received on the date executed on a receipt of acceptance or if by personal delivery, upon physical delivery of the same. 15. Governing Law. All questions with respect to the construction of this Agreement, and the rights and liabilities of the Parties hereto, shall be governed by the laws of the State of Florida. The Parties also agree that the venue for this Agreement shall be in the County of Brevard, Florida. The Parties expressly waive any claim to jurisdiction in any federal or other state forum or venue in any other county or place. In the event of any controversy, claim or dispute between the Parties hereto, including, but not limited to, any action at law or in equity, including any action for declaratory or injunctive relief, arising out of or relating to this Agreement or the breach thereof, the prevailing Party shall be entitled to recover from the losing Party all of his or her actual attorney's fees and costs in bringing, prosecuting, or defending said action. 16. Successors and Assigns. Subject to the restrictions against assignment as herein contained, this Agreement shall be binding upon and inure to the benefit of the Parties, their predecessors, assigns, successors in interest, personal representatives, their past and present attorneys, principals, employees, independent contractors, officers, directors, shareholders, parents, issue, subsidiaries, agents, servants, estates, heirs, administrators, executors, conservators, trustees, legatees, and other affiliated entities of each of the Parties hereto. 17. Modification, Severability & Waiver . This Agreement may not be altered, modified, or changed in any manner except by a writing executed by the Party against whom it is to be enforced. Waiver of the breach of any of the provisions of this Agreement shall not be deemed to be a waiver of any other breach of the same or any other provision of this Agreement. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013

18. Audit. Each of the Parties may, at its own expense, audit the other Party's compliance with this Agreement, including but not limited to, auditing the other Party's representations and warranties. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. All counterparts so executed shall constitute one agreement binding upon all Parties, notwithstanding that all Parties are signatory to the original or the same counterpart. The Parties may execute this Agreement by facsimile and/or electronic means and such signatures shall be treated as original signatures for all purposes. IN WITNESS WHEREOF the Parties hereto have caused this Agreement as of the Effective Date.

CONVERGTV, INC. by Name: Title: FULUCAI PRODUCTIONS LTD.(PRODUCER) by Name: Title:

7

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
[EX A]: Each of the Parties may, at its own expense, audit the other Party's compliance with this Agreement, including but not limited to, auditing the other Party's representations and warranties.

[EX Q]: Exhibit 10.23 Corporate Address Fannin South Professional Building, Suite 140 7707 Fannin Street Houston, Texas 77054 t: 832.968.4888

CONSULTING AGREEMENT

July 20, 2018

Gianluca Rotino

Dear Gianluca:

Kiromic, Inc, a Delaware corporation (the Company), is pleased to this offer to this Consulting Agreement (this Agreement) to retain Gianluca Rotino (Consultant) to perform certain consulting activities as described below on the following terms:

1. Services and Compensation. Consultant agrees to act as a consultant to Company with respect to such matters and projects as are mutually agreed from time to time by and between Consultant and Company, and perform the services described on Exhibit A hereto (collectively, Services).

Company agrees to pay Consultant the compensation set forth on Exhibit A hereto for the performance of the Services.

2. Confidentiality. Confidential Information means any proprietary information technical data, trade secrets or know-how, including, but not limited to, research and product plans, products, services, markets, developments, inventions, processes, formulas, technology, marketing, finances or other business information disclosed to Consultant by Company either directly or indirectly in writing, orally or otherwise. Confidential Information also includes all Inventions (as defined below) and any other information or materials generated in connection with the Services.

Consultant shall not, during or subsequent to the term of this Agreement, use any Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Company, or disclose Confidential Information to any third party. Consultant agrees that Confidential Information shall remain the sole property of Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of Confidential Information. Notwithstanding the above, Consultant's obligation under this Section 2(b) relating to Confidential Information shall not apply to information which (i) is known to Consultant at the time of disclosure to Consultant by Company as evidenced by written records of Consultant, (ii) has become publicly known and made generally available through no wrongful act of Consultant, or (iii) has been rightfully received by Consultant from a third party authorized to make such disclosure.

Consultant agrees that Consultant will not, during the term of this Agreement, improperly use or disclose to Company any proprietary information or trade secrets of any former or current employer or other person or entity to which Consultant has a duty to keep in confidence such information and that Consultant will not bring onto the premises of Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by the same. Consultant will indemnify Company and hold it harmless from 844.KEY.CURE | www.kiromic.com PAGE 1

and against all claims, liabilities, damages and expenses, including reasonable attorneys' fees and costs of suit, arising out of or in connection with any violation or claimed violation by Company of such third party's rights resulting in whole or in part from Company's use of the work product of Consultant under this Agreement.

Consultant recognizes that Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for Company consistent with Company's agreement with such third party.

Upon the termination of this Agreement, or upon Company's earlier request, Consultant will deliver to Company all Confidential Information and Company's property relating thereto and all tangible embodiments thereof, in Consultant's possession or control.

3. Ownership. Consultant hereby irrevocably assigns to Company all right, title and interest in and to any information (including, without limitation, business plans and/or business information), technology, know-how, materials, notes, records, designs, ideas, inventions, improvements, devices, developments, discoveries, compositions, trade secrets, processes, methods and/or techniques, whether or not patentable or copyrightable, that are conceived, reduced to practice or made by Consultant alone or jointly with others in the course of performing the Services or through the use of Confidential Information (collectively, 111nventions).

Consultant agrees to sign, execute and acknowledge or cause to be signed, executed and acknowledged without cost, but at the expense of Company, any and all documents and to perform such acts as my be necessary, useful or convenient for the purposes of perfecting the foregoing assignments and obtaining, enforcing and defending intellectual property rights in any and all countries with respect to Inventions. It is understood and agreed that Company or Company's designee shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain patent applications and patents worldwide with respect to Inventions.

Upon the termination of this Agreement, or upon Company's earlier requests, Consultant will deliver to Company all property relating to, and all tangible embodiments of, Inventions in Consultant's possession or control.

Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development concept, discovery or other proprietary subject matter owned by Consultant or in which Consultant has an interest (Item), Consultant will inform Company in writing thereof, and Company is hereby granted and shall have a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, reproduce, display, use and sell such Item as part of or in connection with the exploitation of such Invention.

Consultant agrees that if Company is unable because of Consultant's unavailability, mental or physical incapacity, or for any other reason, to secure Consultant's signature to apply for or to pursue any application or registration for any intellectual property rights covering any Invention, then Consultant hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Consultant's agent and attorney-in-fact, to act for and in Consultant's behalf 844.KEY.CURE | www.kiromic.com PAGE 2

to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of such intellectual property rights thereon with the same legal force and effect as if executed by Consultant.

4. Reports. Consultant agrees, from time to time during the term of this Agreement, to keep Company advised as to Consultant's progress in performing the Services and, as reasonably requested by Company, prepare written reports with respect thereto. It is understood that the time required in the preparation of such written reports shall be considered time devoted to the performance of the Services by Consultant. All such reports prepared by Consultant shall be the sole property of Company.

5. Term and Termination. This Agreement will commence on the Effective Date and will continue until termination as provided below.

Either Consultant or Company may terminate this Agreement upon prior written notice thereof to the other party.

Upon termination of this Agreement, all rights and duties of the parties hereunder shall cease except:

Company shall be obliged to pay, within thirty (30) days after receipt of Consultant's final statement, all amounts owing to Consultant for unpaid Services completed by Consultant and related expenses, if any, in accordance with the provisions of Section 1 hereof, and Sections 2, 3, S(c), 6, 7, 8 and 10 shall survive termination of this Agreement.

6. Independent Contractor. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of Company, but Consultant shall perform the Services as an independent contractor. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement.

7. No Debarment. Consultant represents and warrants that Consultant has not been debarred under Section (a) or (b) of 21 U.S.C. Section 335a and does not appear on the United States Food and Drug debarment list. Consultant represents and warrants that Consultant has not committed any crime or conduct that could result in such debarment or Consultant's exclusion from any governmental healthcare program. Consultant represents and warrants that, to Consultant's knowledge, no investigations, claims or proceedings with respect to any such crimes or conduct are pending or threatened against Consultant. Consultant agrees and undertakes to promptly notify the Company if Consultant becomes debarred or proceedings have been initiated against Consultant with respect to debarment, whether such debarment or initiation of proceedings occurs during or after the term of this Agreement.

8. Conflicting Obligations. Consultant hereby certifies that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof, and further certifies that Consultant will not enter into any such conflicting agreement during the term of this Agreement. Subject to written waivers that may be provided by the Company upon request, which shall not be unreasonably withheld, Consultant agrees that, during the term of this Agreement, Consultant will not directly or indirectly (i) participate in the formation of any business or commercial entity in the Field of Interest or otherwise competitive with the Company. Without limiting the foregoing, Consultant agrees to use his or her best efforts (A) to segregate Consultant's 844.KEY.CURE | www.kiromic.com PAGE 3

Services performed under this Agreement from Consultant's work done for any other companies for whom Consultant is providing services so as to minimize any questions of disclosure of, or rights under, any inventions, (B) to notify the Company if at any time the Consultant believes that such questions may result from his or her performance under this Agreement and (C) to assist the Company in fairly resolving any questions in this regard which may arise. The Services performed hereunder will not be conducted on time that is required to be devoted to any other third party. The Consultant shall not use the funding, resources and facilities of any other third party, without the prior written consent of the Company, to perform Services hereunder and shall not perform the Services hereunder in any manner that would give any third-party rights or access to the product of such Services.

9. General. This Agreement (together with the Exhibits hereto) is the sole agreement and understanding between Company and Consultant concerning the subject matter hereof, and it supersedes any and all prior agreements and understandings with respect to such matter, whether written or oral, provided, that, except as set forth in Exhibit B. Any required notice shall be given in writing by customary means with receipt confirmed at the address of each party set forth below, or to such other address as either party may substitute by written notice to the other. Consultant shall not subcontract any portion of Consultant's duties under this Agreement without the prior written consent of Company. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Consultant without the express written consent of Company. Company may assign this Agreement to any entity that succeeds to substantially all of the business or assets of Company. This Agreement shall be governed by the laws of the State of Texas, without reference to its conflicts of law principles. This Agreement may only be amended or modified by a writing signed by both parties. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to either Company or Consultant.

10. Tax Matters. As follows:

(a) Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

(b) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or the Board related to tax liabilities arising from your compensation.

11. Background Check and Authorization to Work. This offer of employment is contingent on the Company's completion of a satisfactory background check of you. Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, please let us know.

12. Interpretation, Amendment and Enforcement. This letter agreement will be effective as of July 1, 2018. This letter agreement and the Company's standard Proprietary Information and Inventions Agreement supersede and replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and 844.KEY.CURE | www.kiromic.com PAGE 4

the Company and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company.

13. Arbitration Agreement. Any controversy or claim arising out of or relating to this agreement or breach thereof, shall be settled by binding arbitration controlled by the rules of the American Arbitration Association. The number of arbitrator(s) shall be one. The seat of arbitration shall be Houston, Texas. Texas law shall also apply to the extent necessary to fill any gaps created by the rules of the American Arbitration Association. The arbitration award shall be final and binding on the parties. Judgement of the award rendered by the arbitrator(s) may be entered into any court of competent jurisdiction. If any provision of this Arbitration Agreement is held illegal or unenforceable in a arbitration proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Agreement shall remain operative and binding on the Parties. The arbitrator(s) shall have sole kompetenz-kompetenz regarding this Arbitration Agreement.

14. Severability. If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Agreement shall remain operative and binding on the Parties.

15. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement.

16. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between the parties hereto with respect to such subject matter.

[SIGNATURE PAGE TO FOLLOW] 844.KEY.CURE | www.kiromic.com PAGE 5

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. KIROMIC, INC: CONSULTANT:

By: /s/ Scott Dahlbeck /s/ Gianluca Rotino Signature

Name: Scott Dahlbeck Gianluca Rotino

Title: President 844.KEY.CURE | www.kiromic.com PAGE 6

EXHIBIT A

SERVICES AND COMPENSATION

1. Services. Consultant will render to Company the following Services: Provide business and statistical analysis of company metrics Provide leadership role for business development strategies Manage all in house consulting duties to maximize return for company objectives Manage key marketing and communication campaigns Prioritize and support clinical product pipeline business priorities Work closely with executive team to ensure department initiatives are all aligned Locate, evaluate and develop new business contacts and opportunities

2. Compensation. The Company will compensate Consultant at the rate of $400 per hour (19 hours cap monthly; anything over these hrs must be preapproved by management), payable in accordance with the Company's standard payroll schedule, and subject to withholding as legally required. This compensation will be subject to adjustment pursuant to the Company's consultant compensation policies in effect from time to time. Consultants shall be given written notice of any adjustments to compensation at least fourteen (14) days prior to adjustments becoming effective. 844.KEY.CURE | www.kiromic.com PAGE 7
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
[EX A]: Upon the termination of this Agreement, or upon Company's earlier requests, Consultant will deliver to Company all property relating to, and all tangible embodiments of, Inventions in Consultant's possession or control.

[EX Q]: Exhibit 10.9

SUPPLY AGREEMENT

between

CREMER OLEO GmbH & Co KG, Glockengiesserwall 3, 20095 Hamburg,

Germany

hereinafter referred to as Cremer

and

Ultragenyx Pharmaceutical Inc, 60 Leveroni Court, Suite 200, Novato, California 94949, United States of America

hereinafter referred to as Ultragenyx

each party also referred to as a Party and jointly as the Parties -

Preamble

Whereas, Cremer is a producer of oleo chemical products;

Whereas, Ultragenyx is a biotechnology company committed to bringing life-enhancing therapeutics for patients with rare and ultra-rare genetic diseases, also known as orphan diseases, to market;

Whereas, the Parties desire that Cremer supplies to Ultragenyx the product Triheptanoin (hereinafter also referred to as the Product) in bulk form pursuant to the terms and conditions of this Agreement;

Whereas, Ultragenyx intends to process the Product into a pharmaceutical product in the meaning of Sec. 2 German Pharmaceuticals Act (ArzneimittelgesetzAMG) and to market the processed Product in the Field (as defined below) (hereinafter referred to as the Purpose); and

Whereas, Ultragenyx intends to obtain regulatory approval for the processed Product as a pharmaceutical product in the meaning of Sec. 2 AMG.

Now therefore, the Parties hereto agree as follows:

Article 1 Supply of Product

1) Subject to the terms and conditions set forth in this Agreement Cremer shall supply Ultragenyx with the Product free from defect and meeting the product specification attached to this Agreement as Annex A (the Product Specifications).

2) Cremer shall supply Ultragenyx exclusively with the Product worldwide. The aforesaid exclusivity is limited to [***] (collectively, the Field). Cremer may supply the Product to other customers outside of the Field.

3) Ultragenyx shall purchase the Product exclusively from Cremer.

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Article 2 Orders and Delivery

1) The Product will be ordered by Ultragenyx through purchase orders. Purchase orders shall be submitted in any written or electronic form or by facsimile, setting out the quantity of Product required and the date for delivery. Cremer shall give its order confirmation in writing stating the quantity and Price (as defined below). Cremer shall not be obliged to deliver the Product in the absence of a written order confirmation given to Ultragenyx.

2) Delivery of the Product in bulk form by Cremer shall be EXW (Incoterms 2010), unless otherwise agreed in writing by the Parties.

3) Within [***] days of execution of this Agreement, Cremer shall deliver to Ultragenyx the Master Batch Record for the Product for Ultragenyx to review.

4) All Product shall be delivered with the applicable certificate of analysis and batch records for the Product delivered and an invoice for the quantity of Product delivered.

5) If Ultragenyx obtains regulatory approval for the processed Product, the Parties shall enter into a separate commercial supply agreement for the Product that sets forth the forecasting and ordering mechanism for commercial supply of the Product, enablement of the manufacturing process in the event of a failure to supply, the term of such commercial supply agreement and other customary terms and conditions.

Article 3 Prices and payment

1) The prices payable by Ultragenyx to Cremer for the Product (the Price) shall be agreed [***] every contract year; provided, that the Price may not increase more than the [***] for such period or [***]%, whichever is higher. At the date of signing the Parties agree on a Price of [***] per kilogram for the Product.

2) If the parties cannot agree on a price for the Product by the beginning of a following contract year, Cremer may refuse to deliver the Product to Ultragenyx until the Parties agreed on a respective price.

3) Payments shall be made by Ultragenyx in Euro and within [***] days after receipt of a proper invoice.

4) Transfer of title with respect to any Product shall be subject to full payment and settlement of all claims Cremer may have against Ultragenyx in connection with the execution of this Agreement.

Article 4 Specification; Warranties; Cremer's Liability; Indemnification

1) The Parties assume that the Product constitutes an active pharmaceutical ingredient in the meaning of Sec. 4 para. 19 AMG. Ultragenyx shall process the Product into a pharmaceutical product in the meaning of Sec. 2 AMG and market the processed Product as a pharmaceutical product in the meaning of Sec 2 AMG and to perform clinical trials. Cremer does not participate in the processing, manufacturing and marketing of the respective pharmaceutical product or in the clinical trials.

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2) Upon execution of this Agreement and any purchase order, Cremer shall provide Ultragenyx with following documentation regarding the Product: Certificate of Analysis and the applicants' part of the Drug Master File once compiled.

3) Cremer represents and warrants that all quantities of Product delivered under the Agreement were manufactured in accordance with GMP. The Product shall be free from defects if it is within the specifications according to Annex A.

4) Cremer represents and warrants that it has not received any written notice from a third party alleging that the manufacture, use or sale of the Product infringes intellectual property rights of a third party.

5) Ultragenyx will perform final release of the Product. Ultragenyx may rely on the documentation provided by Cremer and Ultragenyx will not need to independently test the Product unless Ultragenyx determines such independent testing is necessary. In the event that the Product fails to conform to the Product Specifications, and/or GMP, Ultragenyx may reject the Product by giving written notice to Cremer within [***] days after receipt of the Product and all documentation (except such [***] day period will not apply for any latent defect). Within [***] days following receipt of the rejected and returned Product from Ultragenyx, Cremer will, at Ultragenyx's choice, replace such quantity of Product with Product conforming to the Product Specifications, and GMP or refund Ultragenyx the Price paid for such Product.

6) Cremer does not warrant or represent that the Product is effective in a pharmaceutical way within the meaning of Sec. 4 para. 19 AMG. Cremer does not warrant or represent that the Product is safe in a pharmaceutical and pharmacological way. Cremer does not warrant or represent that the Product is suitable for the intended Purpose by Ultragenyx. Cremer is not a pharmaceutical manufacturer within the meaning of Sec. 4 para. 18 AMG. Cremer's liability in connection with the Purpose and the processing and marketing of a pharmaceutical product is excluded. No. 9 below applies.

7) Except for a claim arising out of Cremer's intentional misconduct or gross negligence under this Agreement, in the event of legal proceedings being instituted against Cremer by a third party arising out of Ultragenyx's development, processing and commercialization of the Product, Ultragenyx shall indemnify and keep indemnified Cremer in full against all damages, losses, injuries, costs and expenses in connection with such legal proceedings. Cremer will inform Ultragenyx about any legal proceedings being instituted against Cremer without delay. Ultragenyx shall control the respective legal proceedings but shall not settle any claim that admits fault on behalf of Cremer without Cremer's consent (not be unreasonably withheld).

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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8) In the event of legal proceedings being instituted against Ultragenyx by a third party arising out of Cremer's intentional misconduct or gross negligence under this Agreement, Cremer shall indemnify and keep indemnified Ultragenyx in full against all damages, losses, injuries, costs and expenses in connection with such legal proceedings. Ultragenyx will inform Cremer about any legal proceedings being instituted against Ultragenyx without delay. Cremer shall control the respective legal proceedings but shall not settle any claim without Ultragenyx's consent (not be unreasonably withheld).

9) Cremer's liability arising from this Agreement is limited to intentional misconduct or gross negligence. This limitation of liability does not apply to the injury of the life, body or health of a person, to claims according to the Product Liability Act (Produkthaftungsgesetz) or any other coercive legal liability claims.

10) NEITHER PARTY MAY CLAIM AND NEITHER PARTY IS LIABLE FOR CLAIMS FOR INDIRECT DAMAGES AND LOSSES, SUCH AS SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE, ANY LOSS OF ACTUAL OR ANTICIPATED PROFIT, OR REVENUE, ANTICIPATED SAVINGS OR BUSINESS OR DAMAGE TO GOODWILL OR BRAND EQUITY, ARE EXCLUDED.

Article 5 Term and Termination

1) This Agreement shall become effective on the date of its execution and shall remain in force for three years (the Initial Term). Thereafter, the Agreement shall be automatically renewed for additional two year periods (each a Renewal Term, the Initial Term and all Renewal Terms, the Term) unless either Party notifies the other Party of its intention not to renew in writing at least three calendar months before the expiration of the then current Term.

2) If a Party materially breaches an obligation under this Agreement and does not cure such breach within sixty (60) days of receiving notice of such breach from the non-breaching Party, the non-breaching Party may terminate this Agreement immediately upon written notice to the breaching Party.

3) Every termination has to be in writing.

Article 6 General Terms and Conditions

The application of General Terms and Conditions of any Party is excluded.

Article 7 Product Development

At the request and expense of Ultragenyx, Cremer shall perform development work for Ultragenyx to develop new formulations of the Product. All such work shall be performed pursuant to a statement of work (including a budget) to be agreed upon by the Parties and attached as an annex to this Agreement (each, a Statement of Work). In the event that in the course of performing a Statement of Work new Product knowhow and intellectual property rights may result, can be created or have been created the Parties will enter into a separate Agreement in order to define the rights and duties regarding the aforesaid know how and intellectual property rights.

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Article 8 Invalidity

In the event that any individual clauses of these terms and conditions are, or shall become, invalid, this shall not affect the validity of the remaining clauses. An invalid condition shall be deemed to have been replaced by such provision which is legally valid and corresponds nearest to the economic purpose of the clause originally deemed invalid.

Article 9 Applicable Law; Modifications; Annexes; Miscellaneous

1) The laws of the Federal Republic of Germany shall apply to the Agreement and any legal relations thereof, especially any purchase order, between Cremer and Ultragenyx shall be governed by that law. The law of the United Nations Conventions of the formation of Agreements for the international sale of goods (CISG) is excluded. Exclusive place of Jurisdiction is Hamburg, Germany.

2) No addition or modification to this Agreement shall be valid unless made in writing and signed by the Parties.

3) The Annex attached to this Agreement form an integral part of the Agreement.

4) This Agreement, including the Annexes and any Statement of Work, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto except the Confidentiality Agreement between the parties dated September 26t h, 2012. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their successors and assigns.

5) All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

6) Each Party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other Party at the address specified above, by personal delivery, by certified or registered mail (postage prepaid and return receipt requested), by a nationally- recognized overnight carrier, or by facsimile transmission with electronic confirmation of transmission. Notice will be effective upon receipt or refusal of delivery. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.

7) This Agreement may be executed in counterparts by original signature, facsimile or PDF files, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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Hamburg, November 19t h, 2012

/s/ Thomas Kassberg /s/ Dr. R. Stephan Ultragenyx Pharmaceutical Inc

CREMER OLEO GmbH & Co KG

CREMER OLEO GmbH & Co. KG Postfach 10 11 20, D-20007 Hamburg Tel: 040/320 11-0, Telefax 320 11-400

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Annex A Specification of the Product Trihepatanoin (Heptansauretriglycerid)

No Test EP method Limits

1 [***] [***], [***] 2 [***] [***] [***] 3 [***] [***] [***] 4 [***] [***] [***] 5 [***] [***] [***] 6 [***] [***] [***] 7 [***] [***] [***] 8 [***] [***] [***] 9 [***] [***] [***] 10 [***] [***] [***] 11 [***] [***] [***] 12 [***] [***] 13 [***] [***] [***] 18 [***] [***] [***]

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract?
[EX A]:
In the event that the Product fails to conform to the Product Specifications, and/or GMP, Ultragenyx may reject the Product by giving written notice to Cremer within [***] days after receipt of the Product and all documentation (except such [***] day period will not apply for any latent defect).