ecyt_Ex10_3


		
			 
		

		
			 
		

		
			Exhibit 10.3
		

		
			 
		

		
			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 #1
		

		
			TO LICENSE AGREEMENT ID 2014-0052
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte, Inc.
		

		
		
			THIS AMENDMENT, made and entered into this 29th day of June, 2015 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 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 Elected Eligible Disclosure is added to Schedule A of the AGREEMENT: 




			
					
						 

					
					
						 

					
					
						 

				
	
					
						Title of Elected Eligible Disclosure:

					
					
						 

					
					
						Targeting the Cholecystokinin-B / Gastrin Receptor for Imaging and Therapy of Receptor Expressing Cells

				
	
					
						PRF Reference Number for Elected Eligible Disclosure:

					
					
						66125

				
	
					
						Contributors of the Elected Eligible Disclosure:

					
					
						Philip S. Low

					
						Charity Wayua

				



			
	
			
				 2.
			

			
	
			
			The following Licensed Patents are added to Schedule A of the Agreement:




			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						PRF Reference No.

					
					
						Title of Application

					
					
						Serial Number

					
					
						Inventors

					
					
						Filling Date

					
					
						Country

					
					
						Status

				
	
					
						66125.P1.US

					
					
						Development of Targeted Imaging Agents For Cholecystokinin 2 Receptor Expressing Cancers

					
					
						61/602,831

					
					
						Philip S. Low and

					
						Charity Wayua 

					
					
						2/24/2012

					
					
						US

					
					
						Converted

				
	
					
						66125-02

					
					
						Cholecystokinin B receptor targeting for imaging and therapy 

					
					
						 PCT/US2013/027463

					
					
						Philip S. Low and

					
						Charity Wayua 

					
					
						2/22/2013

					
					
						WO

					
					
						Nationalized

				
	
					
						66125-03

					
					
						Cholecystokinin B receptor targeting for imaging and therapy

					
					
						14/380,273

					
					
						Philip S. Low and

					
						Charity Wayua

					
					
						8/21/2014

					
					
						US

					
					
						Filed

				



		
			 
		

			
	
			
				 3.
			

			
	
			
			[*]. 




		
			


		 


		

			[*] = 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.

		





 



		

		
			 
		

			
	
			
				 4.
			

			
	
			
			All other terms and conditions of the 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, Inc.
		

		
			By: _/s/ Chad A. Pittman_______By: ___/s/ P. Ron Ellis_____
		

		
			Chad A. Pittman, Vice PresidentP. Ron Ellis, President/CEO                                                                             
		

		
			
		

		
			 
		

		
			Date: ___July 27, 2015_____ Date: ____July 22, 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 #2
		

		
			TO LICENSE AGREEMENT ID 2014-0052
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte, Inc.
		

		
		
			THIS AMENDMENT, made and entered into this 18'" day of April, 2016 ("Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 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 Elected Eligible Disclosures are added to Schedule A of the AGREEMENT:




		
			 
		

			
					
						Title of Elected Eligible Disclosure:

					
					
						[*]

				
	
					
						PRF Reference Number for Elected Eligible Disclosure:

					
					
						[*]

				
	
					
						Contributors of the Elected Eligible Disclosure:

					
					
						[*]

					
						 

				



		
			 
		

			
					
						 

					
					
						 

				
	
					
						Title of Elected Eligible Disclosure:

					
					
						[*]

				
	
					
						PRF Reference Number for Elected Eligible Disclosure:

					
					
						[*]

				
	
					
						Contributors of the Elected Eligible Disclosure:

					
					
						[*]

					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			[*] = 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.

		





 



		

			
	
			
				 2.
			

			
	
			
			The following Licensed Patents are added to Schedule A of the Agreement:




		
			 
		

			
					
						 

					
						 

					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						PRF

					
						Reference

					
						No.

					
					
						Title of Application

					
					
						Serial Number

					
					
						Inventors

					
					
						Filling Date

					
					
						Conntry

					
					
						Status

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			 
		

		
			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, Inc.
		

		
			 
		

		
			By: __/s/ Brooke Beier___By: __/s/ Eyal H. Barash_______
		

		
			 
		

		
			 






		

		
			Brooke L. Beier, Ph.D.
		

		
			Asst. Director of Business Development
		

		
			 
		

		
			 
		

		
			Date: ___May 10, 2016___
		

		
			





Eyal H. Barash
		

		
			Chief Intellectual Property Counsel
		

		
			 
		

		
			Date: ____May 10, 2016_____
		

		
			



		 


		

			[*] = 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 #3
		

		
			TO LICENSE AGREEMENT ID 2014-0052
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte, Inc.
		

		
		
			 
		

		
			 
		

		
			THIS AMENDMENT, made and entered into this 18th  day of April, 2016 ("Amendment Effective Date") amends the Master License Agreement entered into and effective as of July l, 2013 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 Elected Eligible Disclosure is added to Schedule A of the AGREEMENT:




		
			 
		

			
					
						Title of Elected Eligible Disclosure:

					
					
						[*]

				
	
					
						PRF Reference Number for Elected

					
						Eligible Disclosure :

					
					
						[*]

				
	
					
						Contributors of the Elected Eligible Disclosure:

					
					
						[*]

				



		
			 
		

		
			 
		

			
	
			
				 2.
			

			
	
			
			The following Licensed Patents are added to Schedule A of the Agreement:




		
			 
		

			
					
						PRF

					
						Reference No.

					
					
						Title of Application

					
					
						Serial Number

					
					
						Inventors

					
					
						Filling

					
						Date

					
					
						Country

					
					
						Status

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			 
		

		
			A1I 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 .
		

		
			 
		

		
			


		 


		

			[*] = 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.

		





 



		

		
			Purdue Research FoundationEndocyte, Inc.
		

		
			 
		

		
			 
		

		
			By: ___/s/ Brooke Beier_____               By: __/s/ Eyal H. Barash____
		

		
			 
		

		
			 






		

		
			Brooke L. Beier, Ph.D.
		

		
			Asst. Director of Business Development Date:     May 10, 2016
		

		
			





Eyal H. Barash
		

		
			Chief Intellectual Property Counsel
		

		
			 
		

		
			Date: ______May 10, 2016_________________
		

		
			Agreement 1D 2014-0052 Amendment #3
		

		
			



		 


		

			[*] = 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 #4
		

		
			TO LICENSE AGREEMENT ID 2014-0052
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte, Inc.
		

		
		
			 
		

		
			 
		

		
			THIS AMENDMENT, made and entered into this 21st day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.
		

		
			WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and 
		

		
			WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,
		

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

		
			 
		

			
	
			
				 1.
			

			
	
			
			Section 1.20 shall be replaced in its entirety with:




		
			1.20 “Target” means (i) a cell surface receptor to which a Small Molecule Drug Conjugate(as defined in the MRA) is directed or (ii) a one or more of a tumor, macrophage or fibroblast (or any other naturally occurring) cell surface receptor for use with chimeric antigen receptor T-cell (“CAR-T”) constructs.  A non-limiting list of Targets is set forth in Exhibit I.
		

		
			 
		

		
			 
		

			
	
			
				 2.
			

			
	
			
			Section 3.5 shall be added as follows:




		
			 
		

		
			3.5 Section 3.4 shall not apply to Validated Disclosures that only disclose Targets within  Section 1.20(ii).  Such milestones shall be developed using Commercially Reasonable Efforts by the Parties in good faith and shall be appended to this Agreement as Exhibit  2. Section 4.1.2 shall not apply to an Elected Eligible Disclosure (whether Validated or not) that is only directed to a Target within Section 1.20(ii).  Section 4.1.2 and 3.4 shall apply to such Disclosures that Endocyte has elected to timely add pursuant to the MRA as an Elected Eligible Disclosure for a Target under Section 1.20(i), in which case the Elected Eligible Disclosure for the Target under Section 1.20(i) shall be treated as a separate 


		 


		

			[*] = 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.

		


		

			 

		





 


Elected Eligible Disclosure with the Election Date being the date Endocyte notifies PRF of its intention to begin its evaluation under Section 3.1.
		

		
			 
		

			
	
			
				 3.
			

			
	
			
			 Section 1.7 is amended and restated as follows:




		
			1.7 “Endocyte Contribution” means, with respect to an Eligible Disclosure, (i) use of materials by Purdue Personnel supplied by Endocyte to Purdue University pursuant to material transfer documentation between Endocyte and Purdue University or (ii) inventive contribution made entirely outside of Purdue University by an Endocyte employee. The Parties agree with respect to Eligible Disclosures directed to CAR-T Targets, for purposes of Section 4.2, and Section 1.7(i) notwithstanding, such Eligible Disclosures are deemed made with no Endocyte Contribution.
		

		
			 
		

			
	
			
				 4.
			

			
	
			
			The schedule in Section 4.2 of the Master License Agreement is amended to read as follows: 




		
			 
		

			
					
						Gross Receipts

					
					
						Licensed Technology covered by a Valid Claim with no Endocyte Contribution to underlying Eligible Disclosure 

					
					
						Licensed Technology covered by a Valid Claim with Endocyte Contribution to underlying Eligible Disclosure 

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

				



		
			 
		

		
			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, Inc.
		

		
			By: ____/s/ Brooke Beier________By: ____/s/ Mike Sherman___
		

		
			Mike Sherman
		

		
			President & CEO
		

		
			 
		

		
			Date: ___3-2-2017________Date: ___2-23-17_______
		

		
			
		

		
			


		 


		

			[*] = 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 #5
		

		
			TO LICENSE AGREEMENT ID 2014-0052
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte, Inc.
		

		
		
			 
		

		
			THIS AMENDMENT, made and entered into this 22nd day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.
		

		
			WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and 
		

		
			WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,
		

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

		
			 
		

			
	
			
				 1.
			

			
	
			
			The following Elected Eligible Disclosure is added to Schedule A for a Target under Section 1.20(ii):




		
			 
		

			
					
						Title of Elected Eligible Disclosure

					
					
						Folate-Based Chimeric Antigen Receptor (CAR) T-Cells as Anti-Cancer Therapeutics

				
	
					
						PRF Reference Number of Elected Eligible Disclosure

					
					
						66212

				
	
					
						Contributors of the Elected Eligible Disclosure

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

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			[*] = 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.

		


		

			 

		





 



		

			
	
			
				 2.
			

			
	
			
			The following Licensed Patents are added to Schedule A of the Agreement for a Target under Section 1.20(ii). 




		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						PRF Ref #

					
					
						Title of Application

					
					
						Application Number

					
					
						Invcntors

					
					
						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

				
	
					
						66212-03

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

					
					
						14/654,227

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

					
					
						June 19, 2015

					
					
						United States

					
						(Non-provisional)

					
					
						Abandoned

				
	
					
						 

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

					
					
						15/296,666

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

					
					
						Oct. 8, 2016

					
					
						United States (Non-provisional)

					
					
						Pending

				
	
					
						66212-04

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

					
					
						European Patent Application No. 13 864 097.4

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

					
					
						Dec. 20. 2013

					
					
						Europe

					
					
						Pending

				



		
			 
		

			
	
			
				 3.
			

			
	
			
			Endocyte shall pay PRF $[*] to fulfill the Validate Disclosure Fee within 30 days of Amendment Execution Date.




		
			All other terms and conditions of the original 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 date first above written.
		

		
			 
		

		
			Purdue Research FoundationEndocyte, Inc.
		

		
			By: ___/s/ Brooke Beier_____By: ____/s/ Mike Sherman_____
		

		
			Mike Sherman
		

		
			President & CEO
		

		
			 
		

		
			Date: __3-2-2017______             Date: _____2-23-17________
		

		
			
		

		
			


		 


		

			[*] = 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 #6
		

		
			TO LICENSE AGREEMENT ID 2014-0052
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte, Inc.
		

		
		
			THIS AMENDMENT, made and entered into this 22nd day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.
		

		
			WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and 
		

		
			WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,
		

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

			
	
			
				 1.
			

			
	
			
			The following Elected Eligible Disclosure is added to Schedule A of the Agreement for a Target under Section 1.20(ii).




		
			 
		

			
					
						Title of Elected Eligible Disclosure

					
					
						[*]

				
	
					
						PRF Reference Number of Elected Eligible Disclosure

					
					
						[*]

				
	
					
						Contributors of the Elected Eligible Disclosure

					
					
						[*]

				



		
			 
		

			
	
			
				 2.
			

			
	
			
			The following Licensed Patents are added to Schedule A of the Agreement for a Target under Section 1.20(ii). 




			
					
						PRF Ref #

					
					
						Title

					
					
						App #

					
					
						Inventors

					
					
						Filing Date

					
					
						Country

					
					
						Status

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

				
	
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*]

					
					
						[*}

				



		
			All other terms and conditions of the original 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 date first above written.
		

		
			 
		

		
			Purdue Research FoundationEndocyte, Inc.
		

		
			By: _____/s/ Brooke Beier_____By: __/s/ Mike Sherman___
		

		
			Mike Sherman
		

		
			President & CEO
		

		
			 
		

		
			Date: ____3-2-2017______Date: ___2-23-17____
		

		
			
		

		
			


		 


		

			[*] = 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 #7
		

		
			TO LICENSE AGREEMENT ID 2014-0052
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte, Inc.
		

		
		
			THIS AMENDMENT, made and entered into this 22nd day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.
		

		
			WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and 
		

		
			WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,
		

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

		
			 
		

			
	
			
				 1.
			

			
	
			
			The following Elected Eligible Disclosure is added to Schedule A of the Agreement for a Target under Section 1.20(ii).




		
			 
		

			
					
						Title of Elected Eligible Disclosure

					
					
						Design and Development of Neurokinin-1 Receptor Targeted Small Molecule Drug Conjugates on Cancers

				
	
					
						PRF Reference Number of Elected Eligible Disclosure

					
					
						66862

				
	
					
						Contributors of the Elected Eligible Disclosure

					
					
						P. Low and A. Kanduluru

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			


		 


		

			[*] = 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.

		


		

			 

		





 



		

			
	
			
				 2.
			

			
	
			
			The following Licensed Patents are added to Schedule A of the Agreement for a Target under Section 1.20(ii). 




		
			 
		

			
					
						PRF Ref #

					
					
						Title

					
					
						App #

					
					
						Inventors

					
					
						Filing Date

					
					
						Country

					
					
						Status

				
	
					
						66862-01

					
					
						Design and Development of Neurokinin-1 Receptor-Binding Agent Delivery Conjugates

					
					
						62/035,423

					
					
						Philip Low

					
						Ananda K. Kanduluru

					
					
						Aug. 9, 2014

					
					
						United States (Provisional)

					
					
						Converted

				
	
					
						66862-02

					
					
						Design and Development of Neurokinin-1 Receptor-Binding Agent Delivery Conjugates

					
					
						62/035,427

					
					
						Philip Low

					
						Ananda K. Kanduluru

					
					
						Aug. 9, 2014

					
					
						United States (Provisional)

					
					
						Converted

				
	
					
						66862-03

					
					
						Design and Development of Neurokinin-1 Receptor-Binding Agent Delivery Conjugates

					
					
						PCT/US2015/44229

					
					
						Philip Low

					
						Ananda K. Kanduluru

					
					
						Aug. 7, 2015

					
					
						PCT

					
					
						Published

				



		
			 
		

		
			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, Inc.
		

		
			By: ___/s/ Brooke Beier______By: __/s/ Mike Sherman ______
		

		
			Mike Sherman
		

		
			President & CEO
		

		
			 
		

		
			Date: ____3-2-2017_____Date: ______2-23-17____
		

		
			


		 


		

			[*] = 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 #8
		

		
			TO LICENSE AGREEMENT ID 2014-0052
		

		
			 
		

		
			Between Purdue Research Foundation and Endocyte, Inc.
		

		
		
			THIS AMENDMENT, made and entered into this 22nd day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.
		

		
			WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and 
		

		
			WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,
		

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

		
			 
		

			
	
			
				 1.
			

			
	
			
			The following Elected Eligible Disclosure is added to Schedule A of the Agreement for a Target under Section 1.20(ii).




		
			 
		

			
					
						 

					
					
						 

				
	
					
						Title of Elected Eligible Disclosure

					
					
						Targeting the Cholecystokinin-B/Gastrin Receptor for Imaging and Therapy of Receptor Expressing Cells

				
	
					
						PRF Reference Number of Elected Eligible Disclosure

					
					
						66125

				
	
					
						Contributors of the Elected Eligible Disclosure

					
					
						P. Low and C. Wayua

				



		
			 
		

		
			
		

		
			


		 


		

			[*] = 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.

		


		

			 

		





 



		

			
	
			
				 2.
			

			
	
			
			The following Licensed Patents are added to Schedule A of the Agreement for a Target under Section 1.20(ii). 




			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						PRF Ref #

					
					
						Title

					
					
						App #

					
					
						Inventors

					
					
						Filing Date

					
					
						Country

					
					
						Status

				
	
					
						66125.P1.US

					
					
						Development of Targeted Agents for Cholecystokinin 2 Receptor Expressing Cancers

					
					
						61/602,831

					
					
						Philip S. Low

					
						Charity Wayua

					
					
						Feb. 24, 2012

					
					
						United States (Provisional)

					
					
						Converted

				
	
					
						66125-02

					
					
						Cholecystokinin B Receptor Targeting for Imaging and Therapy

					
					
						PCT/US2013/027463

					
					
						Philip S. Low

					
						Charity Wayua

					
					
						Feb. 22, 2013

					
					
						PCT

					
					
						Nationalized

				
	
					
						66125-03

					
					
						Cholecystokinin B Receptor Targeting for Imaging and Therapy

					
					
						14/380,273

					
					
						Philip S. Low

					
						Charity Wayua

					
					
						Aug. 21, 2014

					
					
						United States (Non-provisional)

					
					
						Pending

				



		
			 
		

		
			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, Inc.
		

		
			By: ___/s/ Brooke Beier_By: ______/s/ Mike Sherman___
		

		
			Mike Sherman
		

		
			President & CEO
		

		
			 
		

		
			Date: ___3-2-2017______Date: __2-23-17___
		

		
			 
		


		 


		

			[*] = 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.