ecyt_Ex10_1


		
			Exhibit 10.1
		

		
			 
		

		
			CONFIDENTIAL TREATMENT REQUESTED
		

		
			Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Omitted information, marked “[*]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.
		

		
			 
		

		
			AMENDMENT #14
		

		
			TO LICENSE AGREEMENT ID LA0003Endocyte
		

		
			Between Purdue Research Foundation and Endocyte Corporation
		

		
			 
		

		
			THIS AMENDMENT, made and entered into this 30'" day of January, 20 I 5 ("Amendment Effective Date") amends the Amended and Restated License Agreement executed on October 21st, 1998, and all subsequent Amendments (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte Corporation (hereinafter known as LICENSEE) with respect to the matters addressed in this Agreement.
		

		
			 
		

		
			NOW THEREFORE, the patties hereto do hereby agree as follows:
		

		
			 
		

		
			1.   The technology, "Folate-Based Chimeric Antigen Receptor (CAR) T-Cells as Anti-Cancer Therapeutics" PRF Reference No. 66212 is added to Append ix A of the AGREEMENT.
		

		
			 
		

		
			2.   The following Patents are added to Appendix A of the Agreement:
		

		
			 
		

			
					
						/

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						PRF Ref.

					
						No.

					
					
						Application #

					
					
						Status

					
					
						Type

					
					
						Filing Date

					
					
						Funding

				
	
					
						66212-01

					
					
						61/740,384

					
					
						Converted

					
					
						Provisional

					
					
						12/20/2012

					
					
						Endocyte

				
	
					
						66212-02

					
					
						PCT/US2013/076986

					
					
						Published

					
					
						PCT

					
					
						12/20/2013

					
					
						Endocyte

				



		
			 
		

		
			 
		

		
			 
		

		
			All other terms and conditions of the original agreement remain unchanged and in effect.
		

		
			 
		

		
			 
		

		
			IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
		

		
			 
		

		
			 
		

		
			 
		

		
			Purdue Research FoundationEndocyte Corporation
		

		
			 
		

		
			


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

		
			   By: __/s/ Frank Razavi____By: __/s/ P. Ron Ellis_____
		

		
			 
		

		
			 
		

		
			   Frank RazaviP. Ron Ellis
		

		
			   Acting Director, Corporate & New VenturesPresident/CEO
		

		
			   OTC
		

		
			 
		

		
			 
		

		
			   Date: _2-17-2015_________Date: _11 Feb 2015________
		

		
			
		

		
			


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

			 

		





		

		
			 
		

		
			 
		

		
			
		

			AMENDMENT #15
		

		
			TO LICENSE AGREEMENT ID LA0003Endocyte
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte Corporation
		

		
		
			 
		

		
			 
		

		
			THIS AMENDMENT, made and entered into this 20th day of May, 2015 ("Amendment Effective Date") amends the Amended and Restated License Agreement executed on October 21st  , 1998, and all subsequent Amendments (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte Corporation (hereinafter known as LICENSEE) with respect to the matters addressed in this Agreement.
		

		
			 
		

		
			NOW THEREFORE, the parties hereto do hereby agree as follows:
		

		
			 
		

		
			l. The Eligible Disclosure, "Discovery of Synergy Between Folate-hapten Mediated
		

		
			Immunotherapy and Receptor Tyrosine Kinase (rtk) Inhibitors for the Treatment of Cancers" PRF Reference No. 66939 is added to Appendix A of the AGREEMENT.
		

		
			 
		

		
			 
		

		
			 
		

		
			All other terms and conditions of the original agreement remain unchanged and in effect.
		

		
			 
		

		
			 
		

		
			 
		

		
			IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
		

		
			 
		

		
			 
		

		
			 
		

		
			Purdue Research FoundationEndocyte Corporation
		

		
			 
		

		
			 
		

		
			By: ___/s/ Chad A. Pittman__            By: __/s/ P. Ron Ellis________
		

		
			 
		

		
			 
		

		
			Chad A. PittmanP. Ron Ellis
		

		
			Vice PresidentPresident/CEO
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

			 

		





		

		
			Date: ___1 June 2015______Date: ___29 May 2015______
		

		
			
		

		
			


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

			 

		





		

		
			
		

			AMENDMENT #16
		

		
			TO LICENSE AGREEMENT ID LA0003Endocyte
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte Corporation
		

		
		
			 
		

		
			THIS AMENDMENT, made and entered into this 4th day of June, 2015 ("Amendment Effective Date") amends the Amended and Restated License Agreement executed on October 21st,  1998, and all subsequent  amendments (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte, Incorporated (hereinafter known as LICENSEE) with respect to the matters addressed in this agreement.
		

		
			 
		

		
			NOW THEREFORE, the parties hereto do hereby agree as follows:
		

		
			 
		

		
			1.  The Eligible Disclosures, "Endosomal Escape" PRF Reference No. 65668 and PRF Ref. No.
		

		
			67126 "A New Mechanism for Release of Endosomal Contents: Osmotic Disruption of Endosomes Via Nigericin-Mediated Potassium-Hydrogen Ion Exchange" have been combined and filed in US 62/159,659 and are added to Appendix A of the AGREEMENT.
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			All other terms and conditions of the original agreement remain unchanged and in effect.
		

		
			 
		

		
			 
		

		
			IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
		

		
			 
		

		
			 
		

		
			 
		

		
			Purdue Research FoundationEndocyte, Incorporated
		

		
			 
		

		
			    By: ___/s/ Chad A. Pittman     By: ____P. Ron Ellis____
		

		
			 
		

		
			 
		

		
			   Chad A. PittmanP. Ron Ellis
		

		
			    Vice PresidentPresident/CEO
		

		
			 
		

		
			 
		

		
			    Date: __July 28, 2015_____Date: ___June 17, 2015______
		

		
			
		

		
			


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

			 

		





		

		
			
		

			AMENDMENT #17
		

		
			TO LICENSE AGREEMENT ID LA0003Endocyte
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte Corporation
		

		
		
			 
		

		
			THIS AMENDMENT,  made and entered into this 24th day of June, 2016 ("Amendment Effective Date") amends the Amended and Restated License Agreement executed on October 21st, 1998, and all subsequent  Amendments  (hereinafter AGREEMENT)  between  Purdue Research  Foundation (hereinafter known as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE) with respect to the matters addressed in this Agreement.
		

		
			 
		

		
			NOW THEREFORE, the parties hereto do hereby agree as follows:
		

		
			 
		

		
			1.  The following Eligible Disclosure is added to Appendix A of the AGREEMENT:
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						Title of Eligible Disclosure:

					
					
						[*] 

				
	
					
						PRF Reference Number for Eligible Disclosure:

					
					
						[*]

				
	
					
						Contributors of the Eligible Disclosure:

					
					
						[*]

				



		
			 
		

		
			 
		

		
			2.   The following Licensed Patents are added to Appendix A of the Agreement:
		

		
			 
		

			
					
						 

					
						 

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						PRF

					
						Reference

					
						No.

					
					
						Title of Application

					
					
						Serial Number

					
					
						Inventors

					
					
						Filling Date

					
					
						Country

					
					
						Status

				
	
					
						[*]

					
					
						[*] 

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

			 

		





		

		
			 
		

		
			 
		

		
			All other terms and conditions of the original agreement remain unchanged and in effect.
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
		

		
			 






		

		
			 
		

		
			Purdue Research FoundationEndocyte, Inc.
		

		
			 
		

		
			 
		

		
			By: ____/s/ Emily G. Najem____By: __/s/ Mike Sherman_______________
		

		
			 
		

		
			Name: _____ Emily G. Najem __________                Name: ___Mike Sherman_______
		

		
			 
		

		
			Title: ______Corporate Counsel_________Title: ___ CEO____






		

		
			 
		

		
			

 


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

			 

		





		

		
			
		

			AMENDMENT #18
		

		
			TO LICENSE AGREEMENT ID LA0003Endocyte
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte Corporation
		

		
		
			 
		

		
			THIS AMENDMENT, made and entered into this 24th day of June, 20 16 ("Amendment Effective Date") amends the Amended and Restated License Agreement executed on October 21,1998, and all subsequent Amendments (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE) with respect to the matters addressed in this Agreement.
		

		
			 
		

		
			NOW THEREFORE, the parties hereto do hereby agree as follows:
		

		
			 
		

		
			1.  The following Eligible Disclosure is added to Appendix A of the AGREEMENT:
		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						Title of Eligible Disclosure:

					
					
						Method of Treating Cancer by Targeting Tumor-Associated   Macrophages

				
	
					
						PRF Reference Number for Eligible Disclosure:

					
					
						67565

				
	
					
						Contributors of the Eligible Disclosure:

					
					
						Philip S. Low -Purdue University Yingjuan Lu - Endocyte, Inc.

					
						Leroy Wheeler - Endocyte, Inc. Christopher Leamon -Endocyte, Inc.

				



		
			 
		

		
			 
		

		
			2.  The following Licensed Patents are added to Appendix A of the Agreement:
		

		
			 
		

			
					
						 No.

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						PRF

					
						Reference No.

					
					
						Title of Application

					
					
						Serial Number

					
					
						Inventors

					
					
						Filling Date

					
					
						Country

					
					
						Status

				
	
					
						67565-03

					
					
						Methods of Treating Cancer by Targeting Tumor- Associated Macrophages

					
					
						PCT/US2 015/06239

					
						5

					
					
						Philip S. Low Yingjuan Lu Leroy Wheeler Chris

					
						Leamon

					
					
						11-24-15

					
					
						WO

					
					
						Filed

				



		
			 
		

		
			 
		

		
			


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

			 

		





		

		
			All other terms and conditions of the original agreement remain unchanged and in effect.
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
		

		
			 
		

			
					
						Purdue Research Foundation

					
					
						 

					
					
						Endocyte, Inc.

				
	
					
						By:          /s/ Emily G. Najem                                

					
					
						 

					
					
						By:        /s/ Mike Sherman                                              

				
	
					
						Name:     Emily G. Najem                              

					
					
						 

					
					
						Name: Mike Sherman                                              

				
	
					
						Title:       Corporate Counsel                          

					
					
						 

					
					
						Title:  CEO                                                               

				



		
			 
		

		
			
		

		
			


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

			 

		





		

		
			 
		

		
			
		

			AMENDMENT #19
		

		
			TO LICENSE AGREEMENT ID LA0003Endocyte
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte Corporation
		

		
		
			 
		

		
			THIS AMENDMENT, made and entered into this 21st day of February, 2017 (“Amendment Effective Date”) amends the Amended and Restated License Agreement executed on October 21st, 1998, and all subsequent Amendments (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE) with respect to the matters addressed in this Agreement.
		

		
			 
		

		
			NOW THEREFORE, the parties hereto do hereby agree as follows:
		

		
			 
		

			
	
			
				 1.
			

			
	
			
			The technology, “Folate-Based Chimeric Antigen Receptor (CAR) T-Cells as Anti-Cancer Therapeutics” PRF Reference No. 66212 (“Technology”) and all license and patent rights of the Technology granted under the AGREEMENT are terminated.




			
	
			
				 2.
			

			
	
			
			The following Patents are removed from Appendix A of the AGREEMENT:




		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						PRF Ref #

					
					
						Title of Application

					
					
						Application Number

					
					
						Inventors

					
					
						Filing Date

					
					
						Country

					
					
						Status

				
	
					
						66212-01

					
					
						Adoptive Cell Therapy Using Chimeric Antigen Receptor expressing T Cells for the Treatment of Cancers

					
					
						61/740,384

					
					
						P. Low

					
					
						Dec. 20, 2012

					
					
						United States (Provisional)

					
					
						Converted

				
	
					
						66212-02

					
					
						CHIMERIC ANTIGEN RECEPTOR-EXPRESSING T CELLS AS ANTI-CANCER THERAPEUTICS

					
					
						PCT/US2013/076986

					
					
						P. Low, H. Chu, and Y. Lee

					
					
						Dec. 20, 2013

					
					
						PCT 

					
					
						Nationalized

				



		
			 
		

		
			 
		

		
			 
		

			
	
			
				 3.
			

			
	
			
			All other terms and conditions of the AGREEMENT remain unchanged and in effect.




		
			


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

		


		

			 

		





 



		

			 

		





		

		
			 
		

		
			 
		

		
			 
		

		
			IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
		

		
			 
		

		
			Purdue Research FoundationEndocyte, Inc.
		

		
			By: _____/s/ Emily G. Najem______By: ___/s/ Mike Sherman____
		

		
			Name: ____ Emily G. Najem _____Name: ___ Mike Sherman _______
		

		
			 
		

		
			Title: _____Corporate Counsel ______Title: _____President and CEO__
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		


		 


		

			[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.