EXECUTION COPY


 


CONFIDENTIAL


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 


Exhibit 10.21


 


COLLABORATION, EXCLUSIVE LICENSE, AND

COMPANION DIAGNOSTIC AGREEMENT


 


by and between


 


Merck Sharp & Dohme Research GmbH
and


 


ENDOCYTE, INC.


 



    	 



    	 



    

 


COLLABORATION, EXCLUSIVE
LICENSE AND COMPANION DIAGNOSTIC AGREEMENT


 


This Collaboration, Exclusive
License and Companion Diagnostic Agreement (this “Agreement”) is effective as of April 13, 2012, (the “Execution
Date”) and is entered into by and between Merck Sharp & Dohme Research GmbH, a corporation organized and existing
under the laws of Switzerland (“Merck”), and ENDOCYTE, INC., a corporation organized and existing under the
laws of Delaware (“Endocyte”).


 


RECITALS:


 


WHEREAS, Endocyte
has developed and controls certain technology and proprietary materials related EC145 and certain back-up compounds;


 


WHEREAS, Endocyte
has also developed and controls certain technology and proprietary materials related to EC145’s companion diagnostic EC20;


 


WHEREAS, Merck
is engaged in the research, development and commercialization of human and animal therapeutics;


 


WHEREAS, Merck
and Endocyte desire to collaborate to develop EC145 and commercialize any resultant Product (as hereinafter defined) and desire
to collaborate on and coordinate the development and commercialization of the Companion Diagnostic (as hereafter defined) and Product;


 


WHEREAS, in
undertaking such activities, Merck desires to obtain and Endocyte desires to grant Merck a license under the Endocyte Patent Rights
and Endocyte Know-How, upon the terms and conditions set forth herein and Endocyte desires to grant such a license;


 


NOW, THEREFORE,
in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency which are hereby
acknowledged, Merck and Endocyte hereby agree as follows:


 


Article
1  DEFINITIONS.


 


Unless specifically set forth to the contrary herein, the following
terms, whether used in the singular or plural, shall have the respective meanings set forth below.


 


		1.1	“Act” means, as applicable, the United States Federal
Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301 et seq., and/or the Public Health Research Act, 42 U.S.C. §§
262 et seq., as such may be amended from time to time.



 


		1.2	“Affiliate” means, with respect to any Person, any
other Person that directly or indirectly controls, is controlled by or is under common control with such Person. A Person shall
be deemed to control another Person if such Person possesses the power to direct or cause the direction of the management, business
and policies of such Person, whether through the ownership of fifty percent (50%) or more of the voting securities of such Person,
by contract or otherwise. 



 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 1



    	 



    

 


		1.3	“Agreement” shall have the meaning given such term
in the preamble to this document.



 


		1.4	“Allowable Expenses” shall have the meaning set forth
in Schedule 1.117 (US Adjusted Net Sales).



 


		1.5	“Applicable Laws” means all applicable laws, statutes,
rules, regulations, orders, judgments, injunctions and/or ordinances of any Governmental Authority in the Territory, including
cGLP, cGCP, and cGMP.



 


		1.6	“Back-up Compounds” mean [ * ]
or [ * ], the structures of which are attached hereto as Schedule 1.6.



 


		1.7	“Calendar Quarter”
means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31.



 


		1.8	“Calendar Year” means each successive period of twelve
(12) months commencing on January 1 and ending on December 31.



 


		1.9	“Challenge” means any challenge to the validity
or enforceability of any of the Endocyte Patent Rights, including by:



 


		1.9.1	filing a declaratory judgment action in which any of the Endocyte Patent Rights is alleged to be
invalid or unenforceable;



 


		1.9.2	citing prior art pursuant to 35 U.S.C. §301 against any of the Endocyte Patent Rights, filing
a request for re-examination of any of the Endocyte Patent Rights pursuant to 35 U.S.C. §302 and/or §311, or becoming
a party to an interference, or providing assistance to a Third Party which has become a party to an interference, with an application
for any of the Endocyte Patent Rights pursuant to 35 U.S.C. §135; or



 


		1.9.3	filing or commencing any re-examination, opposition, cancellation, nullity or similar proceedings
against any of the Endocyte Patent Rights in any country.



 


		1.10	“Change of Control” means with respect to a Party:
(1) the sale of all or substantially all of such Party’s assets or business relating to this Agreement; (2) a merger, reorganization
or consolidation involving such Party in which the voting securities of such Party outstanding immediately prior thereto cease
to represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such merger, reorganization
or consolidation; or (3) a person or entity, or group of persons or entities, acting in concert (other than financial investment
groups that do not have as a primary business the development and/or commercialization of pharmaceutical products or companion
diagnostics) acquire more than fifty percent (50%) of the voting equity securities or management control of such Party. 



 


		1.11	“Clinical Supply Agreement” shall have the meaning
set forth in Section 6.3.6.



 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 2



    	 



    

 


		1.12	“Clinical Trial” means a clinical study of the Product
involving the administration of Product to patients for any indication, and includes any Phase I Clinical Trial, Phase I/II Clinical
Trial, Phase II Clinical Trial, Phase IIb Clinical Trial, Phase II/III Clinical Trial, and Phase III Clinical Trial. 



 


		1.13	“Combination Product” means a Product which includes the Compound in combination
with one or more active ingredients (excluding any compounds proprietary to Endocyte and not licensed under this Agreement) other
than Compound. All references to Product in this Agreement shall be deemed to include Combination Product.



 


		1.14	“Commences” or “Commenced” means,
with respect to a Clinical Trial, the administration of the first dose to a patient in such Clinical Trial. 



 


		1.15	“Commercially Reasonable Efforts” means that effort
[ * ] with respect to its own products or diagnostics, as the case may be, of similar scientific merit and comparable commercial
potential, taking into account all appropriate factors that impact the applicable Party’s decisions as to resource allocation
for its products or diagnostics, such as intellectual property position, the cost of development, regulatory risk, safety and efficacy,
reimbursement factors, parallel importation considerations, pricing, product life cycle and cost of sales and marketing, also including
the timing and promptness with which such efforts and resources would be applied, and, in the case of [ * ]. The efforts
required by Merck or Endocyte necessary to constitute Commercially Reasonable Efforts will not be reduced by consideration of the
fact in and of itself, that Merck or Endocyte has an interest in developing or commercializing pharmaceuticals or diagnostics other
than the Product or Companion Diagnostic that may be marketed for the same therapeutic indications as such Product or Companion
Diagnostic. 



 


		1.16	“Commercialize” shall mean any and all activities
directed to the offering for sale and sale of the Product, both before (to the extent permitted under Applicable Laws) and after
Product Approval has been obtained, including activities related to promoting, marketing, distributing, selling, providing support
for, and post-Regulatory Approval Medical Affairs Activities for Product or the Companion Diagnostic, as the case may be, and
“Commercializing” and “Commercialization” shall
have correlative meanings.



 


		1.17	“Companion Diagnostic” means the diagnostic test
that contains or comprises EC20 and on which the Product depends to meet the Product’s labeled safety and efficacy claims,
including any and all formulations, combinations or methods of delivery, and any other components that may be included in such
diagnostic test (such as folic acid and glass vials), including any improvements thereto.



 


		1.18	“Companion Diagnostic Trademark” means the trademark(s)
Controlled by Endocyte for use in connection with the Development and/or Commercialization of the Companion Diagnostic in the Territory
(including the names of any Clinical Trials) and/or accompanying logos, trade dress and/or indicia or origin, including, but not
limited to, those listed on Schedule 1.18. 



 


		1.19	“Compound” means EC145 and/or any Back-up Compounds.



 


		1.20	“Control”, “Controls”
or “Controlled by” means (a) with respect to Patent Rights, the possession
by a Party of the right to grant a license or sublicense to such Patent Rights as provided herein without violating the terms of
any agreement or arrangement with any Third Party and without violating any Applicable Laws and (b) with respect to Know-How or
Confidential Information, the possession by a Party of the right to grant a license or sublicense or to provide such Know-How or
Confidential Information to the other Party as provided herein without violating the terms of any agreement or arrangement with
any Third Party and without violating any Applicable Laws. 


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 3



    	 



    

 


		1.21	“Co-Promote” shall mean, with respect to the Co-Promotion
Territory, to promote a Product through Merck’s and Endocyte’s respective sales forces under a single trademark in
such Co-Promotion Territory. “Co-Promotion” shall have a correlative meaning.



 


		1.22	“Co-Promotion Territory” means the United States.



 


		1.23	“Co-Promotion Territory Commercialization Plan”
means, with respect to the Product in the Co-Promotion Territory, the comprehensive plan that describes the pre-launch, launch,
and subsequent Commercialization activities (including without limitation anticipated activities with respect to messaging, branding,
demographics and market dynamics, key tactics and strategies for implementing those activities, and the associated budget and timelines
for all such activities (such budget, the “Joint Commercialization Budget”), as such plan may be amended or
updated. 



 


		1.24	“Detail” shall mean a presentation in a face-to-face
meeting in an individual or group practice setting between a professional sales representative and a target prescriber, for use
of Product in the Field in the Co-Promotion Territory, but shall not include merely a reminder or a sample or promotional material
drop. For clarity, medical liaisons shall not conduct Details. “Detail,” when
used as a verb, and “Detailing” shall have correlative meanings.



 


		1.25	“Develop” shall mean all non-clinical activities
and clinical activities designed to obtain any Regulatory Approval of the Product or Companion Diagnostic in accordance with this
Agreement or to be used in the Commercialization of the Product or Companion Diagnostic (except for Phase IV Clinical Trials),
including the toxicology studies, pharmacokinetic, pharmacodynamic and other non-clinical studies, statistical analysis and report
writing, Clinical Trial design, pre-Regulatory Approval Medical Affairs Activities and operations, preparing and filing Regulatory
Filings, and all regulatory affairs related to the foregoing, as well as any and all activities pertaining to Manufacturing and
formulation development and lifecycle management, including new indications, new formulations and all other activities related
to securing Regulatory Approval for Product or the Companion Diagnostic. “Developing”
and “Development” shall have correlative meanings.



 


		1.26	“Development Costs” means, with
respect to each Compound, Product and/or Companion Diagnostic, all costs actually incurred by Merck or Endocyte and specifically
attributable to Development of such Compound, Product and/or Companion Diagnostic, including:



 


		1.26.1	actual amounts paid to Third Parties, if any contracted to conduct aspects of such Development
work;



 


		1.26.2	internal costs incurred by Merck or Endocyte, as the case may be, in connection with such Development
(calculated at the FTE Rate);



 


		1.26.3	costs for Clinical Trials planning and implementation, Third Party suppliers of clinical services,
clinical site recruiting, training and participation, monitoring of clinical sites, data analysis and data quality assurance;


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 4



    	 



    

 


		1.26.4	costs for preparing, reviewing or developing data and documents for submission to Regulatory Authorities,
and



 


		1.26.5	the Cost of Goods (as defined in Schedule 1.117) of such Compound, Product and/or Companion
Diagnostic used in any Clinical Trials; and the costs of any comparator drugs for use in Clinical Trials.



 


		1.27	“Diagnostic Follow-on” means any diagnostic test
or product other than the Companion Diagnostic Controlled by Endocyte that is intended to identify folate expression in tumors,
in any formulation, combination or method of delivery (and as such diagnostic product may be commercialized by Endocyte in the
future).



 


		1.28	“EC20” means folic
acid conjugated to a peptidic metal-chelating moiety, that chelates 99mTc, the structure of which is attached hereto
as Schedule 1.28.



 


		1.29	“EC145” means folic
acid conjugated to desacetylvinblastine hydrazide (DAVLBH; potent Vinca alkaloid derivative), the structure of which is
attached hereto as Schedule 1.29.



 


		1.30	“Effective Date” shall have the meaning set forth
in Section 13.1.



 


		1.31	“EMA” shall mean the European Medicines Agency and
any successor Regulatory Authority having substantially the same function.



 


		1.32	“Endocyte” shall have the meaning given such term
in the preamble to this Agreement.



 


		1.33	“Endocyte Existing Know-How” means any Know-How Controlled
by Endocyte or its Affiliates (other than a Third Party that becomes an Affiliate of Endocyte as a result of a Change of Control
of Endocyte) that is generated on or prior to the Effective Date or other than in performance of activities conducted under this
Agreement (if generated after the Effective Date).



 


		1.34	“Endocyte Genus Patent Rights” means any Endocyte
Licensed Patent Rights that are not Endocyte Product-Specific Patent Rights, including the Endocyte Licensed Patent Rights that
are: (a) listed on Schedule 1.36(a) (the “[ * ] Patents”), (b) listed
on Schedule 1.36(b) (the “[ * ] Patents”), (c) listed on Schedule
1.36(c) (the “[ * ] Patents”), (d) listed on Schedule 1.36(d) (the
“Misc. Patent”), (e) listed on Schedule 1.36(f) (the "[
* ]") and (f) listed on Schedule 1.36(g) (the “[ * ]”).



 


		1.35	“Endocyte Know-How” means Endocyte Existing Know-How,
Endocyte Program Know-How, and Endocyte’s interest in any Joint Program Know-How.



 


		1.36	“Endocyte Licensed Patent Rights” means any Patent
Rights Controlled by Endocyte or any of its Affiliates (other than a Third Party that becomes an Affiliate of Endocyte as a result
of a Change of Control of Endocyte) that claim or cover a Compound, Product, or Companion Diagnostic, or the manufacture, formulation
or use of a Compound, Product or Companion Diagnostic, and whose claims are directed to or encompass an invention conceived and/or
reduced to practice prior to or on the Effective Date or other than in performance of activities conducted under this Agreement
(if generated after the Effective Date), including, but not limited to, those Patent Rights listed on Schedule 1.36.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 5



    	 



    

 


		1.37	“Endocyte Patent Rights” means Endocyte Licensed
Patent Rights, Endocyte Program Patent Rights, and Endocyte’s interest in any Joint Program Patent Rights.



 


		1.38	“Endocyte Priority Patents” means any and all patents
and patent applications in the Territory (which for the purpose of this Agreement shall be deemed to include certificates of invention
and applications for certificates of invention), including divisionals, continuations, continuations-in-part, reissues, renewals,
substitutions, registrations, re-examinations, revalidations, extensions, supplementary protection certificates, and the like of
any such patents and patent applications, and foreign equivalents of the foregoing, that (a) are not Endocyte Patent Rights and
(b) claim priority to an Endocyte Patent Right.



 


		1.39	“Endocyte Product-Specific Patent Rights” means the
Endocyte Licensed Patent Rights that specifically claim a Compound or the use, formulation or manufacture thereof, or patient selection
methods for therapy with a Compound, including those patents and patent applications set forth on Schedule 1.36(e) and any
divisionals, continuations, continuations-in-part, reissues, renewals, substitutions, registrations, re-examinations, revalidations,
extensions, supplementary protection certificates, and the like of any such patents and patent applications, and foreign equivalents
thereof, in each case that specifically claim EC145 or the use, formulation or manufacture thereof, or patient selection methods
for therapy with EC145. As per Section 11.2.2, in the event a continuation or divisional patent application (or foreign
equivalent, if applicable) of an Endocyte Genus Patent Right is filed at request of Merck that specifically claims a Compound or
the use, formulation or manufacture thereof, or patient selection methods for therapy with a Compound, that continuation or divisional
patent application (or foreign equivalent) will be an Endocyte Product-Specific Patent Right. 



 


		1.40	“Endocyte Program Know-How” means any Program Know-How
Controlled by Endocyte or any of its Affiliates.



 


		1.41	“Endocyte Program Patent Rights” means any Program
Patent Rights Controlled by Endocyte or any of its Affiliates.



 


		1.42	“Estimated US Launch” means the date estimated for
launch of the Product in the United States as proposed by Merck and approved by the JCC. 



 


		1.43	“EU Marketing Authorization Application” shall have
the meaning set forth in Section 4.10.4.



 


		1.44	“European Union” or “EU”
means the member states of the European Union as then constituted.



 


		1.45	“Excepted Licensor” means Purdue.



 


		1.46	“FDA” shall mean the United States Food and Drug
Administration and any successor Regulatory Authority having substantially the same function.



 


		1.47	“Field” means any and all uses in humans or animals.



 


		1.48	“Filing” of an application for Product Approval shall
mean the acceptance by a Regulatory Authority of such filing, if applicable, or the date
of filing of such application, if the applicable Regulatory Authority does not have an acceptance process or requirement. 


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 6



    	 



    

 


		1.49	“First Commercial Sale” means, with respect to a
country in the Territory, the first shipment of commercial quantities of a Product sold in such country to a Third Party on arm’s
length terms by Merck, its Affiliate or sublicensee for use in the Field after the receipt of Product Approval in such country.
Sales for test marketing, sampling and promotional uses, Clinical Trial purposes or compassionate or similar use shall not be considered
to constitute a First Commercial Sale.



 


		1.50	“First Other Cancer Indication” shall mean the first
Other Cancer Indication of the Product for which Merck Commences a Phase III Clinical Trial.



 


		1.51	“Five Major EU Countries” means France, German, Italy,
Spain and the United Kingdom.



 


		1.52	“Fourth Other Cancer Indication” shall mean the first
Other Cancer Indication for which Merck Files an application for Product Approval for the Product in the United States or for which
Merck receives Product Approval in the EU and which is not the First Other Cancer Indication
or the Second Other Cancer Indication or the Third Other Cancer Indication. 



 


		1.53	“FTE” means eighteen hundred (1800) hours of work
devoted to or in support of the Development or Commercialization of the Product or the Companion Diagnostic in accordance with
a Product Development Plan or the Co-Promotion Territory Commercialization Plan that is carried out by one or more employees of
a Party (other than field sales force personnel), measured in accordance with such Party’s normal time allocation practices.
In no event shall an individual account for more than one FTE year in any Calendar Year. Any individual who devotes less than eighteen
hundred (1800) hours per year shall be treated as an FTE on a pro-rata basis upon the actual number of hours worked divided by
eighteen hundred (1800).  Any individual who actually works more than eighteen hundred (1800) hours shall not be charged at
greater than one FTE.  The eighteen hundred (1800) hour amount shall be used without regard to the Parties’ own internal
definition of the number of hours that comprises a full time employee.



 


		1.54	“FTE Rate” means a rate of [ * ]
per FTE per annum for personnel engaged in Development or Commercialization. The FTE Rate shall be adjusted annually for each Calendar
Year after 2012 by an amount per Calendar Year to be determined by multiplying the then-applicable FTE Rate by the cumulative increase
or decrease in the Consumer Price Index for all Urban Consumers, as published by the U.S. Department of Labor, Bureau of Statistics,
from the beginning of the prior Calendar Year (available at http://www.bls.gov/cpi/home.htm), or if such index is not available,
a reasonable replacement. “FTE Rate” shall include wages and salaries, employee benefits, bonus, travel and entertainment,
supplies and other direct expenses. “Supplies” include lab, animal related, and other research and development operating
supplies. “Other direct expenses” include contractors, dues, subscriptions, meetings and purchased services (including
training, relocation, recruitment, communications and repairs and maintenance). FTE Rate shall not include indirect allocations
such as human resources, finance, occupancy or depreciation and administrative support, which shall be borne by each Party.



 


		1.55	“Further Development Plan” shall have the meaning
set forth in Section 4.3.1.



 


		1.56	“Global Regulatory Steering Team” or “GRST”
shall have the meaning set forth in Section 3.2.2.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 7



    	 



    

 


		1.57	“cGLP” or “current Good Laboratory Practice”
means the applicable then-current standards for laboratory activities for pharmaceuticals or biologicals, as set forth in the Act
and any regulations or guidance documents promulgated thereunder, as amended from time to time, together with any similar standards
of good laboratory practice as are required by any Regulatory Authority in the Territory.



 


		1.58	“cGCP” or “current Good Clinical Practice”
means the applicable then-current standards for conducting clinical trials for pharmaceuticals
or biologicals, as set forth under the Act and any regulations or guidance documents promulgated thereunder, as amended from time
to time, together with any similar standards of good clinical practice as are required by any Regulatory Authority in the Territory.



 


		1.59	“cGMP” or “current Good Manufacturing
Practice” shall mean the applicable then-current standards for conducting manufacturing
activities for pharmaceutical products (and/or active pharmaceutical ingredients) as are required by any applicable Regulatory
Authority in the Territory.



 


		1.60	“Governmental Authority” means any court, agency,
authority, department, regulatory body or other instrumentality of any government or country or of any national, federal, state,
provincial, regional, country, city or other political subdivision of any such government or any supranational organization of
which any such country is a member.



 


		1.61	“IND” means (a) (i) an Investigational New Drug Application,
as defined by the Act and the regulations promulgated thereunder, that is required to be filed with the FDA before beginning clinical
testing of a Product or the Companion Diagnostic in human subjects, or any successor application or procedure, and (ii) any counterpart
of a United States Investigational New Drug Application in any other country in the Territory, and (b) all supplements and amendments
that may be filed with respect to any filings described in the preceding clause (a).



 


		1.62	“Indication” means a separate and distinct disease
or medical condition in humans for which a Product that is in Clinical Trials is intended to treat, prevent and/or diagnose and/or
for which a Product has received Product Approval; provided that with respect to cancer, Indication shall mean any type
or class of cancer and not a line of therapy of the same form of cancer.



 


		1.63	“Information” means any and all information and data,
including without limitation all Merck Program Know-How, all Endocyte Know-How, and all other scientific, pre-clinical, clinical,
regulatory, manufacturing, marketing, financial and commercial information or data, whether communicated in writing or orally or
by any other method, which is provided by one Party to the other Party in connection with this Agreement.



 


		1.64	“Initial Indications Development Plan” shall have
the meaning set forth in Section 4.2.1.



 


		1.65	“Invention” means any process, method, composition
of matter, article of manufacture, discovery, use or finding that is conceived and/or reduced to practice in the performance of
activities under this Agreement.



 


		1.66	“Joint Commercialization Committee” or “JCC”
shall have the meaning set forth in Section 3.2.3.



 


		1.67	“Joint Development Committee” or “JDC”
shall have the meaning set forth in Section 3.2.1.



 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 8



    	 



    

 


		1.68	“Joint Manufacturing Committee” or “JMC”
shall have the meaning set forth in Section 3.2.4.


 


		1.69	“Joint Program Know-How” means any Program Know-How
Controlled jointly by Merck and Endocyte.



 


		1.70	“Joint Program Patent Rights” means any Program Patent
Rights Controlled jointly by Merck and Endocyte.



 


		1.71	“Joint Steering Committee” or “JSC” shall have the meaning
set forth in Section 3.1.



 


		1.72	“Know-How” means any and all proprietary data, information
and materials (whether patentable or not) related to (i) a Compound, Product, and/or Companion Diagnostic and/or (ii) the manufacture,
formulation or use of Compounds, Products and/or Companion Diagnostics. Know-How shall, include, without limitation (a) ideas,
discoveries, improvements, technology or trade secrets, (b) pharmaceutical, chemical and biological materials, products, components
or compositions, (c) tests, assays, techniques, regulatory requirements and strategies, data (including non-clinical and clinical
data), methods, procedures, formulas or processes, (d) technical and non-technical data and other information relating to
any of the foregoing, (e) drawings, plans, designs, diagrams, sketches, specifications or other documents containing or relating
to such information or materials, and (f) business processes, price data and information, marketing data and information,
sales data and information, marketing plans and market research.



 


		1.73	“Manufacture” or “Manufacturing”
shall mean, with respect to Compound, Product(s) and Companion Diagnostic, the receipt, handling
and storage of active pharmaceutical ingredients and other materials, the manufacturing, processing, packaging and labeling (excluding
the development of packaging and labeling components for Regulatory Approval), holding (including storage), quality assurance and
quality control testing (including release) of such Compound, Product or Companion Diagnostic (other than quality assurance and
quality control related to development of the manufacturing process, which activities shall be considered Development activities)
and shipping of such Compound, Product or Companion Diagnostic.



 


		1.74	“Medical Affairs Activities” means activities designed
to ensure or improve appropriate medical use of, conduct medical education of, or further research regarding, the Product, including
by way of example:  (a) activities of medical scientific liaisons who, among their other functions may (x) conduct service
based medical activities including providing input and assistance with consultancy meetings, recommend investigators for clinical
trials and provide input in the design of such trials and other research related activities, and (y) deliver non-promotional communications
and conduct non-promotional activities including presenting new clinical trial and other scientific information; (b) support of
continuing medical education (although not in connection with content) or symposia; (c) development, publication and dissemination
of publications relating to a Product; (d) conducting advisory board meetings; (e) the support of investigator-initiated trials;
and (f) establishment and implementation of risk, evaluation and mitigation and strategies (REMS).



 


		1.75	“Merck” shall have the meaning given such term in
the preamble to this Agreement.



 


		1.76	“Merck Program Know-How” means any Program Know-How
Controlled by Merck or any of its Affiliates. For clarity, all [ * ] shall constitute
Merck Program Know-How.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 9



    	 



    

 


		1.77	“Merck Program Patent Rights” means any Program Patent
Rights Controlled by Merck or any of its Affiliates. 



 


		1.78	“Net Sales” means the gross invoice price (not including
value added taxes, sales taxes, or similar taxes) of Product sold by Merck or its Related Parties to the first Third Party after
deducting, if not previously deducted, from the amount invoiced or received:



 


		1.78.1	trade and quantity discounts other than early payment cash discounts;



 


		1.78.2	returns, rebates, chargebacks and other allowances;



 


		1.78.3	retroactive price reductions that are actually allowed or granted;



 


		1.78.4	deductions to gross invoice price of Product [ * ];



 


		1.78.5	[ * ];



 


		1.78.6	a [ * ], early payment cash discounts, transportation and insurance and custom duties; and



 


		1.78.7	the [ * ] Product.



 


With respect to sales of Combination
Products, Net Sales shall be calculated on the basis of the gross invoice price of Product(s) containing the same strength of Compound
sold without other active ingredients. In the event that Product is sold only as a Combination Product, Net Sales shall be calculated
on the basis of the gross invoice price of the Combination Product multiplied by a fraction, the numerator of which shall be the
inventory cost of Compound in the Product and the denominator of which shall be the inventory cost of all of the active ingredients
in the Combination Product. Inventory cost shall be determined in accordance with Merck's regular accounting methods, consistently
applied. The deductions set forth in Sections 1.78.1 through 1.78.7 will be applied in calculating Net Sales for
a Combination Product. In the event that Product is sold only as a Combination Product and either Party reasonably believes that
the calculation set forth in this Paragraph does not fairly reflect the value of the Product relative to the other active ingredients
in the Combination Product, the Parties shall negotiate, in good faith, other means of calculating Net Sales with respect to Combination
Products.


 


		1.79	“NSCLC” means the non-small cell lung cancer Indication
for the Product.



 


		1.80	“NSCLC Phase IIb” has the meaning set forth in Section
4.2.1(b).



 


		1.81	“Other Cancer Indication” means a cancer Indication
other than PROC or NSCLC, and other than any line extension or line of therapy for patients with PROC or NSLC and which targets
a different tumor type than ovarian or lung cancer; provided that [ * ] shall for purposes
of this Agreement be considered an Other Cancer Indication.



 


		1.82	“Party” means Merck or Endocyte, individually, and
“Parties” shall mean Merck and Endocyte, collectively.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 10



    	 



    

 


		1.83	“Patent Rights” means any and all patents and patent
applications in the Territory (which for the purpose of this Agreement shall be deemed to include certificates of invention and
applications for certificates of invention), including divisionals, continuations, continuations-in-part, reissues, renewals, substitutions,
registrations, re-examinations, revalidations, extensions, supplementary protection certificates, and the like of any such patents
and patent applications, and foreign equivalents of the foregoing.



 


		1.84	“Person” means any individual, partnership, joint
venture, limited liability company, corporation, firm, trust, association, unincorporated organization, governmental authority
or agency, or any other entity not specifically listed herein.



 


		1.85	“Phase I Clinical Trial” means a human clinical
trial in any country that would satisfy the requirements of 21 CFR 312.21(a).



 


		1.86	“Phase I/II Clinical Trial” means a human clinical
trial, the principal purpose of which is to study the safety, dosage levels, and response to the Product prior to the initiation
of a Phase III trial.



 


		1.87	“Phase II Clinical Trial” means a human clinical
trial in any country that would satisfy the requirements of 21 CFR 312.21(b).



 


		1.88	“Phase IIb Clinical Trial” means a human clinical
trial the principal purpose of which is a determination of efficacy and safety, in the target population, at the intended clinical
dose or doses or range of doses, on a sufficient number of subjects and for a sufficient period of time to confirm the optimal
manner of use of the Product (dose and dose regimen) prior to the Initiation of a Phase III Clinical Trial.



 


		1.89	“Phase II/III Clinical Trial” means a human clinical
trial that addresses within a single trial the objectives that are routinely achieved through a separate Phase IIb Clinical Trial
and Phase III Clinical Trial.



 


		1.90	“Phase III Clinical Trial”
means a human clinical trial in any country that would satisfy the requirements of 21 CFR 312.21(c) and is intended to gather the
additional information about effectiveness and safety that is needed to evaluate the overall benefit-risk relationship of a pharmaceutical
product, to provide an adequate basis for physician labeling for a pharmaceutical product.



 


		1.91	“Phase IV Clinical Trial” means a study or data collection
effort for a Product that is initiated in a country/countries after receipt of Product Approval and is principally intended to
support the Commercialization of the Product in such country/countries and not to support or maintain a Regulatory Approval or
otherwise obtain any labeling change. 



 


		1.92	“Price Approvals” means in countries in the Territory where Regulatory Authorities
may approve or determine pricing or pricing reimbursement for pharmaceutical products, such approval or determination.



 


		1.93	“PROC” means the platinum resistant ovarian cancer Indication of the Product.



 


		1.94	“PROC Clinical Trial” has the meaning assigned thereto
in Section 4.2.1(a).


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 11



    	 



    

 


		1.95	“PROC Protocols” has the meaning assigned thereto
in Section 4.2.1(a).



 


		1.96	“Product(s)” means any pharmaceutical or biological
preparation in final form containing or comprising Compound in any formulation, combination or method of delivery, for sale by
prescription, over-the-counter or any other method or for use in any Clinical Trial.



 


		1.97	“Product Approval” means approval of a New Drug Application,
Biologics License Application, Worldwide Marketing Application, Marketing Application Authorization, filing pursuant to Section
510(k) of the Act, or similar application or submission for Regulatory Approval of a Product filed with a Regulatory Authority
in a given country or group of countries to obtain marketing approval for a biological, pharmaceutical or diagnostic product in
that country or in that group of countries.



 


		1.98	“Product Development Plan” shall have the meaning
set forth in Section 4.3.1.



 


		1.99	“Product Trademark” means (a) the trademark(s) Controlled
by Endocyte as of the Effective Date for use in connection with the Development and/or Commercialization of Product in the Field
in the Territory (including names of Clinical Trials) and/or accompanying logos, trade dress and/or indicia or origin, including,
but not limited to, those listed on Schedule 1.99 (the “Endocyte Product Trademarks”
and (b) the trademark(s) Controlled by Merck during the Term for use in connection with the Development and/or Commercialization
of Product in the Field in the Territory (including names of Clinical Trials) and/or accompanying logos, trade dress and/or indicia
or origin. 



 


		1.100	“Program Know-How” means all Know-How generated by
either Party or its Affiliates, Related Parties or subcontractors and their respective employees, agents or consultants in the
performance of activities under this Agreement. Program Know-How excludes rights under Inventions and Program Patent Rights.



 


		1.101	“Program IP” means all Program Know-How and Program
Patent Rights.



 


		1.102	“Program Patent Rights” shall mean all Patent Rights
that claim or cover Inventions made by or on behalf of one or more of the Parties and/or their respective Affiliates or Related
Parties or subcontractors and their respective employees, agents, or consultants in the performance of activities under this Agreement.



 


		1.103	“Prosecute” means (a) to prepare and file patent applications, including ex
parte re-examinations or re-issues thereof, and represent applicant(s) or assignee(s) before relevant patent offices or other relevant
authorities during examination, ex parte re-examination and re-issue thereof, or in appeal processes of any of the foregoing, or
any equivalent ex parte proceedings, (b) to secure the grant of any patents arising from such patent applications, (c) to maintain
in force any issued patents (including through payment of any relevant maintenance fees), and (d) to make all decisions with regard
to any of the foregoing activities. “Prosecution” has a corresponding meaning.



 


		1.104	“Purdue Agreement” means that certain Amended and Restated Exclusive License
Agreement, effective as of December 21, 1995, between Endocyte and Purdue Research Foundation (“Purdue”), as
amended from time to time.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.

 



    	Page 12



    	 



    

 


		1.105	“Regulatory Approval” means, with respect to any country or region in the Territory,
any approval, product and establishment license, registration or authorization of any Regulatory Authority required for the Manufacture,
use, storage, importation, exportation, transport, distribution or sale of the Product in such country or region (including all
Pricing Approvals even if not legally required to sell Product in a country).



 


		1.106	“Regulatory Authority” means any applicable government
regulatory authority involved in granting approvals for the manufacturing, marketing, reimbursement and/or pricing of Compound,
Product or the Companion Diagnostic in the Territory, including, in the United States, the United States Food and Drug Administration
and any successor governmental authority having substantially the same function.



 


		1.107	“Regulatory Filings” means, collectively: (a) all
INDs, Drug Approval Applications, applications for designation as an “Orphan Product(s)” under the Orphan Drug Act,
for “Fast Track” status under Section 506 of the FDCA or for a new strength under Section 505(b)(4)(B) of the FDCA
and all other similar filings (including counterparts of any of the foregoing in any country or region in the Territory); (b) all
supplements and amendments to any of the foregoing; and (c) all data and other information contained in the foregoing.



 


		1.108	“Related Party” means each of Merck, its Affiliates,
and their respective sublicensees (which term does not include distributors), as applicable. 



 


		1.109	“ROW Commercialization Plan” shall have the meaning
set forth in Section 5.3. 



 


		1.110	“Royalty Territory” means the Territory excluding
the United States and its territories and possessions.



 


		1.111	“Second Other Cancer Indication” shall mean the first
Other Cancer Indication for which Merck Commences a Phase III Clinical Trial and which is not the First Other Cancer Indication.




 


		1.112	“Selling Expenses” means, with respect to each Product,
all costs and expenses associated with all U.S. field-based personnel of Merck and its Affiliates, and of Endocyte, if it Co-Promotes
such Product, that support the Product and customer relationships related thereto.



 


		1.113	“Term” shall have the meaning set forth in Section
13.2.



 


		1.114	“Territory” means all of the countries in the world,
and their territories and possessions.



 


		1.115	“Third Other Cancer Indication” shall mean the first
Other Cancer Indication for which Merck Files an application for Product Approval for the Product in the United States or for which
Merck receives Product Approval in the EU and which is not the First Other Cancer Indication
or the Second Other Cancer Indication. 



 


		1.116	“Third Party” means an entity other than Merck and
its Related Parties, and Endocyte and its Affiliates. 



 


		1.117	“US Adjusted Net Sales” shall have the meaning set
forth in Schedule 1.117. 


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.

 



    	Page 13



    	 



    

 


		1.118	“Valid Patent Claim”
means a claim of an issued and unexpired patent included within the Endocyte Patent Rights, other than those patents within the
Joint Program Patent Rights, directed to [ * ] which has not been revoked or held unenforceable
or invalid by a decision of a court or other governmental agency of competent jurisdiction (which decision is not appealable or
has not been appealed within the time allowed for appeal), and which claim has not been disclaimed, denied or admitted to be invalid
or unenforceable through reissue, re-examination or disclaimer or otherwise.



 


LICENSE
GRANTS.


 


		1.119	License Grants/Compound and Product. 



 


		1.119.1	Merck’s Exclusive License. During the Term, and subject to the terms and conditions
of this Agreement, Endocyte hereby grants to Merck an exclusive (even as to Endocyte), sublicensable (subject to the restriction
set forth below), royalty bearing license in the Field in the Territory under Endocyte Patent Rights, Endocyte Know-How, Endocyte
Product Trademarks and Companion Diagnostic Trademarks to make, have made, use, offer to sell, sell, import and otherwise Develop
and Commercialize Compound and Product. Merck may grant sublicenses of the rights granted to it under this Section 2.1.1
without Endocyte’s consent; provided, however, that Merck may not grant a sublicense of all the Commercialization rights
in the United States to a Third Party without complying with Section 2.5.



 


		1.119.2	Endocyte’s Limited License. During the Term, and subject to the terms and conditions
of this Agreement, Merck hereby grants to Endocyte a limited non-exclusive license under Endocyte Patent Rights, Endocyte Know-How,
Product Trademarks, Merck Program Patent Rights, Merck Know-How and Merck’s interest in any Joint Program Patent Rights and
Joint Know-How solely to perform any activities under the Product Development Plan and/or to perform its obligations under this
Agreement, including without limitation its Co-Promotion of the Product and commercialization of the Companion Diagnostic.



 


		1.119.3	Non-Exclusive Un-Blocking Grant. In the event that
the making, having made, use, offer for sale, sale or import by Merck, or Merck’s Related Parties, of Compound(s) or Product(s)
would infringe during the term of this Agreement a claim of issued letters patent which Endocyte owns or has the rights to sublicense
and which patents are not covered by the grants in Sections 2.1.1 and 2.2.1, Endocyte hereby grants to Merck, to the extent
Endocyte is legally able to do so, a non-exclusive, sublicensable, royalty-free (except as provided hereafter) license in the Territory
under such issued letters patent for Merck and its Related Parties to develop, make, have made, use, sell, offer for sale or import
Compound(s) and Product(s) in the Territory; provided, however that, to the extent the sublicensing of any such issued letters
patent to Merck under this Section 2.1.3, requires the payment to a Third Party licensor of such issued letters patent,
other than an Excepted Licensor, such sublicense shall be conditional upon Merck agreeing [ * ]. Nothing in this Section
2.1.3 shall obligate Endocyte in any way to obtain or procure, for Merck’s benefit, licenses or rights under any Third
Party intellectual property.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.

 



    	Page 14



    	 



    

 


		1.120	License Grants and Covenants/Companion Diagnostic.



 


		1.120.1	Merck’s Non-Exclusive License. During the Term, and subject to the terms and conditions
of this Agreement, Endocyte hereby grants to Merck a non-exclusive, non-royalty bearing license, with the right to grant sublicenses
(subject to the restriction set forth below), under Endocyte Patent Rights, Endocyte Know-How, and Companion Diagnostic Trademarks
to (i) market and promote the Companion Diagnostic in the Field in the Territory for use in connection with the Product and (ii)
use the Companion Diagnostic in any way necessary or reasonably useful in order for Merck to exercise the license granted by Endocyte
in Section 2.1.1. Merck may grant sublicenses of the rights granted to it under this Section 2.2.1 without Endocyte’s
consent; provided, however, that Merck may not grant a sublicense to market and promote the Companion Diagnostic in the United
States to a Third Party without complying with Section 2.5.



 


		1.120.2	Endocyte’s Covenant. Endocyte covenants that it will not grant to any Third Party
the rights granted to Merck in Section 2.2.1, except that Endocyte at all times retains the rights to Commercialize the
Companion Diagnostic through one or more Third Party distributors in the Territory, and to employ a contract sales force in any
country of the Territory for promotion and sales of the Companion Diagnostic on its behalf subject to Section 2.7.



 


		1.121	Negative Covenant; No Implied Licenses. Each Party covenants
that it will not knowingly use or practice any of the other Party’s intellectual property rights licensed to it under this
Article 2 except for the purposes expressly permitted in the applicable license grant. Except as set forth in Sections 2.1 and
2.2, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, in any Information
disclosed to it under this Agreement or under any patents or patent applications owned or controlled by the other Party or its
Affiliates.



 


		1.122	Exchange of Information. Upon execution of this Agreement, and
on an ongoing basis during the term of this Agreement, Endocyte shall disclose to Merck in English and in writing or in an electronic
format all Endocyte Know-How not previously disclosed for Merck to practice the licenses granted in this Section 2.1.1 and
2.1.2. 



 


		1.123	Sublicensing.



 


		1.123.1	Scope of Permissible Sublicensing.



 


		(a)	Merck Sublicenses. In the event that Merck would like to grant a sublicense of [ * ]
rights under Section 2.1.1 or Section 2.2.1 in [ * ] to a Third Party, Merck must obtain the prior written
consent of Endocyte, which shall not be unreasonably withheld, conditioned or delayed. Merck shall notify Endocyte promptly of
any grant of a sublicense under the licenses set forth in Sections 2.1.1 or 2.2.1, to the extent that any Purdue Licensed
Patents are included in such sublicense.



 


		(b)	Endocyte Sublicenses. The license granted by Merck to Endocyte in Section 2.1.2 may
be sublicensed by Endocyte to a permitted subcontractor under Section 2.7 or with the prior written consent of Merck.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 15



    	 



    

 


		1.123.2	Sublicense Agreements. Each Party shall, in each agreement under which it grants a sublicense
under a license set forth in Section 2.5.1 (each, a “Sublicense Agreement”), require the sublicensee
to provide the following to the other Party if this Agreement terminates and to the Party that is a party to such Sublicense Agreement
(“Sublicensor”) if such Sublicense Agreement terminates: (i) the assignment and transfer of ownership and possession
of all Regulatory Filings and Regulatory Approvals held or possessed by such sublicensee (which assignment could also be directly
to the Sublicensor prior to any such termination), and (ii) the assignment of, or a freely sublicensable exclusive license to,
all intellectual property controlled by such sublicensee that covers or embodies a Compound or Product or Companion Diagnostic
or its respective use, Manufacture, sale, or importation and was created by or on behalf of such sublicensee during the exercise
of its rights or fulfillment of its obligations pursuant to such Sublicense Agreement. Each Sublicense Agreement shall be subject
to the applicable terms and conditions of this Agreement and any Third Party licenses sublicensed to the sublicensee. Sublicensor
shall (x) use reasonable efforts to procure the performance by any sublicensee of the terms of each such Sublicense Agreement,
and (y) be responsible for any breach of this Agreement that is caused (directly or indirectly) by the performance (or failures
to perform) of its sublicense. The grant of any such sublicense will not relieve Sublicensor of its obligations under this Agreement,
except to the extent they are satisfactorily performed by such sublicensee. To the extent Merck grants a sublicense of any rights
under the Purdue Licensed Patents, Merck shall provide Endocyte with a copy of each Sublicense Agreement promptly after the execution
thereof, and Endocyte shall have the right to provide such copy to Purdue, subject to Purdue’s confidentiality obligations
under the Purdue Agreement.



 


		1.124	Endocyte [ * ] Companion Diagnostic. Endocyte shall notify Merck in writing at least [
* ] days prior to [ * ] the Companion Diagnostic to a Third Party (not including Affiliates) [ * ] or otherwise,
but excluding any [ * ]. Endocyte shall consider in good faith any objections or concerns raised by Merck with respect to
any such [ * ] and its potential impact on the Product Approval or Commercialization of the Product in such country or region,
provided that in the event such [ * ] in the Companion Diagnostic in the [ * ], Endocyte must [ * ].



 


		1.125	Use of Affiliates/Third Parties. Endocyte shall be entitled to use the services of Affiliates
and/or Third Parties to perform the Product Development activities for which it has responsibility under this Agreement only upon
Merck’s prior written consent or as specifically set forth in Schedule 2.7. Endocyte shall be entitled, without Merck’s
prior written consent, to use the services of Affiliates and/or Third Parties to perform activities supporting the Development,
Manufacture or Commercialization of the Companion Diagnostic. Merck shall be entitled to use, without requirement of Endocyte’s
consent, Related Parties or Third Parties to support the Development, Manufacture or Commercialization of the Compound and/or Product.
Each of Merck and Endocyte shall remain fully liable under this Agreement for the acts or omissions of their respective Third Parties,
Affiliates and/or Related Parties.



 


		1.126	Purdue Agreement. The Purdue Licensed Patents are licensed to Endocyte pursuant to the Purdue
Agreement. Merck acknowledges and agrees that its sublicense rights to such Purdue Licensed Patents under this Agreement are at
all times subject to the applicable terms of the Purdue Agreement, a current copy of which have been provided to Merck as of the
Execution Date.



 


GOVERNANCE/INFORMATION
SHARING


 


		1.127	Joint Steering Committee. Promptly after the Effective Date, the Parties shall establish
a committee to oversee, review and manage the Parties’ collaboration with respect to the Development, Manufacture, and Commercialization
of Compound, Product and Companion Diagnostic (the “Joint Steering Committee” or “JSC”).


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.

 



    	Page 16



    	 



    

 


		1.127.1	Composition of the Joint Steering Committee. The JSC shall be comprised of two (2) representatives
of Merck and two (2) representatives of Endocyte. Each Party may change its representatives to the JSC from time to time in its
sole discretion, effective upon notice to the other Party of such change. These representatives shall have appropriate technical
credentials, experience and knowledge, and ongoing familiarity with Compounds, Products and Companion Diagnostic, and sufficient
seniority within the applicable Party consistent with the scope of the JSC’s responsibilities. Additional representative(s)
or consultant(s) may from time to time, by mutual consent of the Parties, be invited to attend JSC meetings, subject to such representative’s
or consultant’s written agreement to comply with the requirements of Article 8. The JSC shall be co-chaired by one
representative of Merck and one representative of Endocyte. The co-chairs shall have the responsibilities set forth in Section
3.1.4, but shall have no additional powers or rights beyond those held by the other JSC representatives.



 


		1.127.2	Functions and Powers of the JSC. Subject to the Parties respective final decision-making
rights, the JSC shall have strategic oversight over the Development, Manufacture and Commercialization of the Product and the Companion
Diagnostic, which shall include resolution of any disputes appropriately elevated to the JSC pursuant to Section 3.3.2.
The JSC shall have solely the powers expressly assigned to it in this Article 3 and elsewhere in this Agreement, and shall not
have any power to amend, modify, or waive compliance with this Agreement.



 


		1.127.3	Meetings. The JSC shall meet in accordance with a schedule established by mutual written
agreement of the Parties, but no less frequently than four (4) times per Calendar Year, with
the location for such meetings to be determined by the JSC. Alternatively, the JSC may meet by means of teleconference, videoconference
or other similar communications equipment, provided that at least one (1) JSC meeting per Calendar Year shall be in person. Each
Party shall be responsible for all expenses incurred by its representatives on the JSC, including all costs of travel, lodging
and meals.



 


		1.127.4	Agendas and Meeting Minutes. The co-chairs shall be responsible for agreeing upon and distributing
an agenda for each meeting of the JSC at least five (5) Business Days in advance of any such meeting. Each Party shall have the
right to request the co-chairs to include any matter or issue related to the Development, Manufacture or Commercialization of the
Compound, Product and/or Companion Diagnostic on the agenda for a JSC meeting, which requests shall be accommodated by the co-chairs.
The co-chairs shall alternate responsibility for generating and issuing minutes of each JSC meeting, which shall include a summary
of any actions agreed at the meetings. The minutes will be issued in draft form and provided to the Alliance Managers and the JSC
representatives of each Party for review. Any corrections or comments must be provided to the co-chair with responsibility for
preparing the minutes within ten (10) Business Days after the draft minutes are issued, and such co-chair shall then issue the
approved (or, if no comments are provided within such ten (10)-Business Day period, deemed approved) minutes in final form to the
Alliance Managers and the JSC representatives of each Party.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 17



    	 



    

 


		1.128	Subcommittees. Promptly after the Effective Date, the Parties will establish the following
subcommittees to oversee certain aspects of the Development, Manufacture and Commercialization of Compound, Product and the Companion
Diagnostic: a Joint Development Committee, Global Regulatory Strategy Team, Joint Commercialization Committee and Joint Manufacturing
Committee.



 


		1.128.1	The Joint Development Committee or JDC.



 


		(a)	Composition of the JDC.  The JDC shall be comprised of three (3) representatives of Merck
and three (3) representatives of Endocyte. Each Party may change its representatives to the JDC from time to time in its sole discretion,
effective upon notice to the other Party of such change. These representatives shall have expertise and operational responsibilities
for Development and/or registration of pharmaceutical products in the field of oncology and/or Development and registration of
companion diagnostics, and sufficient seniority within the applicable Party consistent with the scope of the JDC’s responsibilities.
The JDC will also include, as an ad hoc committee member, a representative of each of Merck and Endocyte from the JMC. The JDC
shall be chaired by a representative of Merck. The chair shall have the responsibilities set forth in Section 3.2.5(e),
but shall have no additional powers or rights beyond those held by the other JDC representatives.



 


		(b)	Function and Powers of the JDC. Subject to the Parties’ respective final decision-making
rights, the JDC shall oversee the Development of Compound, Product and the Companion Diagnostic, including but not limited to:



 


		(i)	Review and approval of the Product Development Plan and Companion Diagnostic Development Plan,
including amendments thereto, including proposed updates to the Endocyte Development Budget;



 


		(ii)	Monitoring the Development activities under the Product Development Plan and Companion Diagnostic
Development Plan, including any changes thereto between updates or amendments as provided in this Agreement;



 


		(iii)	Discussing any additional studies proposed by either Party for inclusion in the Product Development
Plan;



 


		(iv)	Discussing any anticipated Development Cost overruns related to the PROC Clinical Trial;



 


		(v)	Coordinate and collaborate with respect to the pre-Product Approval Medical Affairs Activities
in support of Products and the Companion Diagnostic in the Territory; and



 


		(vi)	Resolution of any disputes within the purview of the JDC, subject to the Parties’ final decision-making
rights and Section 3.3.2.



 


		1.128.2	The Global Regulatory Steering Team or GRST.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.

 



    	Page 18



    	 



    

 


		(a)	Composition of the GRST.  The GRST shall be comprised of two (2) representatives of Merck
and two (2) representatives of Endocyte. Each Party may change its representatives to the GRST from time to time in its sole discretion,
effective upon notice to the other Party of such change. These representatives shall have expertise and operational responsibilities
for registration of pharmaceutical products in the field of oncology and/or registration of diagnostics in the Territory, and sufficient
seniority within the applicable Party consistent with the scope of the GRST’s responsibilities. The GRST will also include,
as an ad hoc committee member, a representative of each of Merck and Endocyte from the JMC. The GRST shall be chaired by a representative
of Merck. The chair shall have the responsibilities set forth in Section 3.2.5(e), but shall have no additional powers or
rights beyond those held by the other GRST representatives.



 


		(b)	Function and Powers of the GRST. The GRST shall oversee, coordinate and manage regulatory
activities and the regulatory strategy for (i) Product and the Companion Diagnostic with a goal of ensuring contemporaneous Regulatory
Approval of the Product and the Companion Diagnostic in each country in the Territory and for each new Indication of the Product
for which Regulatory Approval of the Product is sought, and (ii) Endocyte’s filing of the EU Marketing Authorization Application
based on the Phase IIb data for PROC and the subsequent transfer of such EU Marketing Authorization Application to Merck in accordance
with Section 4.10.4, in each case, subject to final decision-making rights of the Parties as set forth in Section 3.3.1,
including:



 


		(i)	Coordination of all transfer activities as set forth in Section 4.10;



 


		(ii)	To the extent requested or reasonably necessary, coordination of attendance by Merck at any meetings
with Regulatory Authorities for the Companion Diagnostic and by Endocyte at meetings with Regulatory Authorities for the Product;



 


		(iii)	Ensuring appropriate information (i.e., material communications, correspondence, and other related
documents) sharing by the Parties with respect to regulatory activities supporting the Companion Diagnostic and the Product for
the purpose of coordinating IND review and timing of Regulatory Approval; and



 


		(iv)	Coordination of all of the Parties’ activities with respect to the EU Marketing Authorization
Application as further specified in Section 4.10.4



 


		1.128.3	The Joint Commercialization Committee or JCC.



 


		(a)	Composition of the JCC.  The JCC shall be comprised of two (2) representatives of Merck
and two (2) representatives of Endocyte. Each Party may change its representatives to the JCC from time to time in its sole discretion,
effective upon notice to the other Party of such change. These representatives shall have expertise and operational responsibilities
for US, European and/or global marketing of oncology pharmaceutical products and/or diagnostics, and sufficient seniority within
the applicable Party consistent with the scope of the JCC’s responsibilities. The JCC will also include, as an ad hoc committee
member, a representative of each of Merck and Endocyte from the JMC. The JCC shall be chaired by a representative of Merck. The
chair shall have the responsibilities set forth in Section 3.2.5(e), but shall have no additional powers or rights beyond
those held by the other JCC representatives.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 19



    	 



    

 


		(b)	Function and Powers of the JCC. Subject to the Parties’ respective final decision-making
rights, the JCC shall oversee and manage the Commercialization of Product and the Companion Diagnostic, including but not limited
to:



 


		(i)	Review and approval of the Co-Promotion Territory Commercialization Plan and Companion Diagnostic
Commercialization Plan;



 


		(ii)	Monitoring the Commercialization activities under the Co-Promotion Territory Commercialization
Plan and Companion Diagnostic Commercialization Plan;



 


		(iii)	Coordinating Co-Promotion of the Product in the Co-Promotion Territory, including reviewing the
Parties’ performance with regard to Co-Promotion of the Product and reviewing the Parties sales reports pertaining to Products



 


		(iv)	Coordinating Commercialization activities and strategies for the Product and the Companion Diagnostic
throughout the Territory with a goal of ensuring (y) that the Companion Diagnostic is appropriately Commercialized in each country
of the Territory in which the Product has received Product Approval and (z) that the pricing strategy for the Companion Diagnostic
is appropriate in each market in the Territory;



 


		(v)	Coordinating pricing strategies for the Companion Diagnostic and the Product in the Territory to
the extent reasonably necessary;



 


		(vi)	Coordinating reimbursement of the Product and the Companion Diagnostic in any countries of the
Territory to the extent necessary;



 


		(vii)	Resolving disputes referred from the Co-Promotion Team;



 


		(viii)	Review and discuss Merck’s ROW Commercialization Plan;



 


		(ix)	Coordinate and collaborate regarding post-Regulatory Approval Medical Affairs Activities for Products
and the Companion Diagnostic in the Territory; and



 


		(x)	Resolution of any disputes within the purview of the JCC, subject to the Parties final decision-making
rights and Section 3.3.2.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 20



    	 



    

 


		(c)	Regional/Country Teams – Coordination of Local Commercialization. The JCC shall establish
regional and/or country teams, depending on the particular market, to oversee the coordination of the local Commercialization of
the Product and the Companion Diagnostic (“Regional/Country Teams”). The Regional/Country Teams will be established
twelve (12) months in advance of the estimated launch date for the Product in such region and/or country, provided that with respect
to the countries United Kingdom, Germany, Spain, and Italy and the regions Mid-Europe I (Portugal, Belgium, Poland, Hungary, Czech
Republic, Greece, Holland, Slovak Republic, Cyprus, Malta, and the Balkans) and Mid-Europe II (Switzerland, Sweden, Austria, Denmark,
Norway, Finland, and the Baltics), Endocyte will identify a point of contact at the relevant local level as soon as reasonably
possible after the Effective Date so that the Parties can begin planning and coordinating launch of the Product and Companion Diagnostic
in such countries and/or regions.



 


		1.128.4	The Joint Manufacturing Committee or JMC.



 


		(a)	Composition of the JMC.  The JMC shall be comprised of two (2) representatives of Merck
and two (2) representatives of Endocyte. Each Party may change its representatives to the JMC from time to time in its sole discretion,
effective upon notice to the other Party of such change. These representatives shall have expertise and operational responsibilities
in relevant areas, such as quality assurance, forecasting and logistics, materials management, purchasing and manufacturing, and
sufficient seniority within the applicable Party consistent with the scope of the JMC’s responsibilities. The JMC shall be
chaired by a representative of Merck. The chair shall have the responsibilities set forth in Section 3.2.5(e), but shall
have no additional powers or rights beyond those held by the other JMC representatives.



 


		(b)	Function and Powers of the JMC. Subject to the Parties’ respective final decision-making
rights, the JMC shall coordinate clinical and commercial Manufacture and supply associated with Compound, Product and the Companion
Diagnostic, including, but not limited to:



 


		(i)	Oversee and coordinate the transfer of Endocyte Existing Know-How as provided in Section 6.2.1;



 


		(ii)	Agreeing upon and sharing both clinical and commercial forecasts and orders for Companion Diagnostic
and/or its components;



 


		(iii)	Ensuring that the Companion Diagnostic is Manufactured according to cGMP and the specifications
for the Companion Diagnostic;



 


		(iv)	Coordinating regarding regulatory activities, including CMC;



 


		(v)	Agreeing upon an appropriate risk management plan for Manufacture and supply of the Companion Diagnostic,
including agreeing upon an appropriate level of safety stock for the Companion Diagnostic and/or its components;



 


		(vi)	Sharing material communications from and information about Third Party suppliers for the Companion
Diagnostic;


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 21



    	 



    

 


		(vii)	Sharing information and documentation in a timely basis regarding any supply shortfalls or supply
failures in connection with the Companion Diagnostic and/or any of its components; and



 


		(viii)	Reviewing and discussing expansion of the Companion Diagnostic supply chain to the extent necessary
to support the global supply requirements for the Companion Diagnostic.



 


		1.128.5	Subcommittees Generally.



 


		(a)	Limits on Power. The Parties acknowledge and agree that none of the subcommittees formed
under this Agreement shall have the power to amend any of the terms or conditions of this Agreement.



 


		(b)	Meetings. The subcommittees shall meet in accordance with a schedule established by mutual
written agreement of the Parties, but no less frequently than four (4) times per Calendar Year. The Parties acknowledge and agree
that each meeting held by each subcommittee may be held in-person, by video-conference, teleconference or such other means mutually
agreed upon by the Parties, provided that at least one (1) meeting of each subcommittee per Calendar Year will be in person. Each
Party shall be responsible for all expenses incurred by its representatives on the subcommittees, including all costs of travel,
lodging and meals.



 


		(c)	Additional Attendees. Subject to appropriate confidentiality undertakings where applicable,
additional participants may be invited by any member of a given subcommittee to attend a meeting of that subcommittee where appropriate
(e.g., representatives of regulatory affairs, technical operations, or outside consultants). Such additional participants shall
not be deemed, or have any rights or responsibilities of, a member of the applicable subcommittee.



 


		(d)	Participation.  Endocyte’s participation in the JSC and all subcommittees is a right
and not an obligation. In the event that Endocyte [ * ], Merck shall [ * ].



 


		(e)	Agenda and Meeting Minutes. The chair of each subcommittee shall be responsible for distributing
an agenda for each meeting of such subcommittee at least five (5) Business Days in advance of any such meeting. Each Party shall
have the right to request the chair to include any matter or issue related to the Development, Manufacture or Commercialization
of the Compound, Product and/or Companion Diagnostic, depending on the subject-matter of the particular subcommittee, on the agenda,
which requests shall be accommodated by the chair. The chair of the subcommittee shall be responsible for generating and issuing
minutes of each subcommittee meeting, which shall include a summary of any actions agreed at the meeting. The minutes will be issued
in draft form and provided to the Alliance Managers and the subcommittee representatives of each Party for review. Any corrections
or comments must be provided to the chair within ten (10) Business Days after the draft minutes are issued, who shall then issue
the approved (or, if no comments are provided within such ten (10)-Business Day period, deemed approved) minutes in final form
to the Alliance Managers and the subcommittee representatives of each Party.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.

 



    	Page 22



    	 



    

 


		1.129	Decision-making and Dispute Resolution.



 


		1.129.1	Decision-Making; Final Decision-Making Rights. The JSC and each of its subcommittees shall
act by consensus to the extent that the JSC or such subcommittee has decision-making authority under this Agreement. The representatives
from each Party on the JSC or a subcommittee will have, collectively, one (1) vote on behalf of that Party. In the event an issue
arises at the JSC or at the subcommittee level on which the JSC or subcommittee (as applicable pursuant to Section 3.3.2),
after a good faith effort, cannot reach consensus, the resolution and/or course of conduct shall be [ * ]:



 


		(a)	[ * ] any disputes regarding Development of the Product in the PROC Clinical Trial in accordance
with the Initial Indications Development Plan, which disputes shall be determined as set forth in Section 4.2.2;



 


		(b)	[ * ] any disputes regarding Development of the Product in the NSCLC Phase IIb in accordance
with the Initial Indications Development Plan, which disputes shall be determined as set forth in Section 4.2.3:



 


		(c)	[ * ] any disputes relating to the terms and conditions of the Co-Promotion Agreement unless
otherwise provided in Schedule 5.2 or the Co-Promotion Agreement; provided, however, that [ * ] with
respect to the Co-Promotion Territory Commercialization Plan;



 


		(d)	[ * ] any disputes relating to the Development, Manufacture or Commercialization of the
Companion Diagnostic or Diagnostic Follow-On, which disputes [ * ], except as otherwise expressly set forth herein; and



 


		(e)	[ * ] unilaterally alter or amend the terms and conditions of this Agreement.



 


		1.129.2	Dispute Resolution. The subcommittees and the JSC shall endeavor to reach consensus on all
issues.



 


		(a)	In the event that any disputes cannot be unanimously agreed to at the subcommittee level within
[ * ] days, such disputes will be resolved by the Party with final decision-making rights at set forth in Section 3.3.1,
without escalation to the JSC, except for the following disputes, which will be elevated to the JSC:



 


		(i)	Disputes regarding matters that would potentially result in any [ * ] for both the Product
and the Companion Diagnostic as set forth in the Product Development Plan, the Co-Promotion Commercialization Plan, the ROW Commercialization
Plan, the Companion Diagnostic Development Plan, and the Companion Diagnostic Commercialization Plan or comprise [ * ] and



 


		(ii)	Disputes regarding the [ * ].


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 23



    	 



    

 


		(b)	In the event that a dispute is elevated to the JSC pursuant to Section 3.3.2(a) or the JSC
cannot, after good faith efforts for a period of [ * ] days, reach consensus on a dispute of first impression, then the
dispute shall be resolved by the Party with final decision-making rights as set forth in Section 3.3.1. In the event that
neither Party has final decision-making rights over such dispute, the dispute shall be referred for resolution to the [ * ],
for Merck, and the [ * ], for Endocyte, or (ii) a Commercialization-related issue, the issue shall be referred for resolution
to the [ * ], for Merck, and the [ * ], for Endocyte. These executives are referred to collectively as the "Executives".
 In the event that the Executives cannot resolve the dispute, then [ * ].



 


		1.130	Alliance Managers.



 


		1.130.1	Appointment. Each Party shall appoint an employee who shall oversee interactions
between the Parties for all matters related to this Agreement (each an “Alliance Manager”). The Alliance Managers shall
have the right to attend all JSC, JDC, GRST, JMC or JCC meetings as non-voting participants and may bring to the attention of the
JSC, JDC, GRST, JMC or JCC any matters or issues either of them reasonably believes should be discussed, and shall have such other
responsibilities as set forth in Section 3.4.2 or as the Parties may mutually agree. Each Party may replace its Alliance
Manager at any time or may designate different Alliance Managers by notice in writing to the other Party.



 


		1.130.2	Responsibilities of the Alliance Managers. The Alliance Managers shall have the responsibility
of creating and maintaining a constructive work environment between the Parties. Without limiting the generality of the foregoing,
each Alliance Manager shall:



 


		(a)	identify and bring disputes and issues that may result in disputes (including without limitation
any asserted occurrence of a material breach by a Party) to the attention of the JSC in a timely manner, and function as the point
of first referral in all matters of conflict resolution. In doing so, it is not intended that the Alliance Manager(s) act as a
substitute for, or insert any delay in, the formal dispute resolution mechanisms set forth in this Agreement, but rather that the
Alliance Manager(s) shall endeavor to maintain a positive and constructive relationship between the Parties at the working level;



 


		(b)	provide a single point of communication for seeking consensus both internally within the Parties’
respective organizations and between the Parties;



 


		(c)	plan and coordinate cooperative efforts, internal communications and external communications between
the Parties with respect to this Agreement; and



 


		(d)	take responsibility for ensuring that meetings and the production of meeting agendas and minutes
occur as set forth in this Agreement, and that relevant action items resulting from such meetings are appropriately carried out
or otherwise addressed.



 


		1.131	General Committee Authority. Each committee shall have solely the powers expressly assigned
to it in this Article 3 and elsewhere in this Agreement. No committee shall have any power to amend, modify, or waive compliance
with this Agreement. It is expressly understood and agreed that neither Merck nor Endocyte shall have any right to unilaterally
modify or amend, or waive its own compliance with, the terms of this Agreement.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.

 



    	Page 24



    	 



    

 


		1.132	Discontinuation of Participation on a Committee. Each committee shall continue to exist
until the first to occur of (a) the Parties mutually agreeing to disband the committee or (b) termination of such committee as
permitted under Article 13.



 


		1.133	Compliance with Law and Ethical Business Practices.



 


		1.133.1	In
                                                                                                                conducting its
                                                                                                                activities hereunder,
                                                                                                                Endocyte shall
                                                                                                                comply in all
                                                                                                                respects with
                                                                                                                Applicable Laws
                                                                                                                and accepted pharmaceutical
                                                                                                                industry business
                                                                                                                practices. Consistent
                                                                                                                with the ‘Compliance
                                                                                                                Program Guidance
                                                                                                                for Pharmaceutical
                                                                                                                Manufacturers,’
                                                                                                                published by the
                                                                                                                Office of Inspector
                                                                                                                General, U.S.
                                                                                                                Department of
                                                                                                                Health and Human
                                                                                                                Services (the
                                                                                                                “OIG
                                                                                                                Guidance”),
                                                                                                                Endocyte agrees
                                                                                                                to maintain a
                                                                                                                compliance program
                                                                                                                and policies with
                                                                                                                respect to its
                                                                                                                Detailing and
                                                                                                                other Co-Promotion
                                                                                                                activities pursuant
                                                                                                                to this Agreement
                                                                                                                containing all
                                                                                                                of the elements
                                                                                                                described in such
                                                                                                                guidance document,
                                                                                                                as well as completing
                                                                                                                any required reporting
                                                                                                                to federal, state
                                                                                                                or local governmental
                                                                                                                entities. Merck
                                                                                                                hereby represents
                                                                                                                that as of the
                                                                                                                Execution Date
                                                                                                                it has provided
                                                                                                                to Endocyte a
                                                                                                                true and correct
                                                                                                                copy of its current
                                                                                                                Corporate Integrity
                                                                                                                Agreement (the
                                                                                                                “Corporate
                                                                                                                Integrity Agreement”)
                                                                                                                located on the
                                                                                                                website http://www.oig.hhs.gov/fraud/cia/agreements/merck_CIA.pdf.
                                                                                                                Updates and amendments
                                                                                                                to the Corporate
                                                                                                                Integrity Agreement,
                                                                                                                during the Term,
                                                                                                                will be provided
                                                                                                                through such website.
                                                                                                                Endocyte hereby
                                                                                                                certifies that
                                                                                                                prior to commencing
                                                                                                                any Co-Promotion
                                                                                                                of the Product
                                                                                                                with Merck as
                                                                                                                set forth in Article
                                                                                                                5, it will
                                                                                                                have in place
                                                                                                                and enforce for
                                                                                                                its (and its Affiliate’s)
                                                                                                                employees a code
                                                                                                                of conduct and
                                                                                                                compliance program
                                                                                                                that is substantially
                                                                                                                comparable to
                                                                                                                Merck’s
                                                                                                                Ethical Operating
                                                                                                                Standards and
                                                                                                                Compliance Program,
                                                                                                                including as provided
                                                                                                                under Merck’s
                                                                                                                current Corporate
                                                                                                                Integrity Agreement.
                                                                                                                Endocyte shall
                                                                                                                immediately notify
                                                                                                                Merck in writing
                                                                                                                of any deviations
                                                                                                                from applicable
                                                                                                                regulatory or
                                                                                                                legal requirements.
                                                                                                                Each year, during
                                                                                                                the Term, Merck
                                                                                                                will send a description
                                                                                                                of its Compliance
                                                                                                                Program and a
                                                                                                                copy of its Ethical
                                                                                                                Operating Standards
                                                                                                                to Endocyte and
                                                                                                                Endocyte shall
                                                                                                                either: (a) make
                                                                                                                a copy of Merck’s
                                                                                                                Ethical Operating
                                                                                                                Standards and
                                                                                                                a description
                                                                                                                of Merck’s
                                                                                                                Compliance Program
                                                                                                                available to its
                                                                                                                employees who
                                                                                                                meet the definition
                                                                                                                of Third Party
                                                                                                                Personnel as set
                                                                                                                forth in Section
                                                                                                                II.C.8 of the
                                                                                                                Corporate Integrity
                                                                                                                Agreement or (b)
                                                                                                                represent to Merck
                                                                                                                that it has and
                                                                                                                enforces a substantially
                                                                                                                comparable set
                                                                                                                of Ethical Operating
                                                                                                                Standards (or
                                                                                                                code of conduct)
                                                                                                                and Compliance
                                                                                                                Program for those
                                                                                                                employees.



 


		1.133.2	Each Party shall conduct the Development and Commercialization of Compound, Products and Companion
Diagnostic in accordance with all Applicable Laws. Each Party hereby certifies that it has not and will not employ or otherwise
use in any capacity the services of any person or entity debarred under Section 21 USC 335a, and to its knowledge, any person or
entity under investigation for debarment, in performing any activities under this Agreement. Each Party shall notify the other
Party immediately if any such debarment occurs or any such investigation comes to its attention, and shall, with respect to any
person or entity so debarred, promptly remove such person or entity from performing any further activities under this Agreement.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 25



    	 



    

 


		1.133.3	Merck and Endocyte agree to conduct the services contemplated herein in a manner which is consistent
with both Applicable Laws and good business ethics. Each Party’s corporate policy requires that business must be conducted
within the letter and spirit of the law.



 


		1.133.4	Neither Party shall make any payment, either directly or indirectly, of money or other assets (hereinafter
collectively referred as a “Payment”) to government or political party officials, officials of international
public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of
the foregoing (hereinafter collectively referred as “Officials”) where such Payment would constitute violation
of any law. In addition, regardless of legality, neither Party shall make any Payment either directly or indirectly to Officials
if such Payment is for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement.



 


		1.133.5	Each Party acknowledges that no employee of the other Party or its Affiliates shall have authority
to give any direction, either written or oral, relating to the making of any commitment by such Party or its agents to any Third
Party in violation of terms of this or any other provision of this Agreement.



 


		1.133.6	No employee of a Party or its Affiliates shall have authority to give any direction, either written
or oral, relating to the making of any commitment by such Party or its agents to any Third Party in violation of terms of this
or any other provisions of this Agreement.



 


		1.134	Standstill.



 


		1.134.1	Merck agrees that upon the Effective Date and for a period lasting until the earlier of the [
* ] of the [ * ] for the [ * ] in the [ * ] to have such [ * ] and [ * ] after the [
* ] (the “Standstill Period”), neither Merck nor any of its Affiliates shall, in any manner, directly or
indirectly without the prior written consent or invitation of Endocyte or its Board of Directors:



 


		(a)	make, effect, initiate, cause or participate in any acquisition of beneficial ownership of any
voting securities of Endocyte or any voting securities of any subsidiary of Endocyte, if the effect of such acquisition would be
to entitle Merck to cast directly or indirectly more than [ * ] of the voting power in any election of directors of Endocyte;



 


		(b)	make, effect, initiate, cause or participate in any acquisition of any material assets of Endocyte
or any material assets of any subsidiary of Endocyte that would place Endocyte or Merck under a legal obligation to make a public
disclosure of such activity;



 


		(c)	engage or become a participant in any “solicitation” of (x) “proxies” (as
such terms are defined in Regulation 14A under the Exchange Act) or (y) consents to vote any Endocyte voting securities;



 


		(d)	form, join or participate in a “group” (as defined in the Exchange Act) for the purpose
of taking any action under clauses (a) through (c) of this Section;



 


		(e)	agree or offer to take, or encourage or propose (publicly or otherwise) the taking of any action
referred to in subsection (a), (b), (c), or (d) of this Section 3.8.1;


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 26



    	 



    

 


		(f)	assist, induce or encourage any other person to take any action of the type referred to in subsection
(a), (b), (c), (d), or (e) of this Section 3.8.1;



 


		(g)	enter into any discussions, negotiations, arrangement or agreement with any other person relating
to any of the foregoing;



 


		1.134.2	Nothing in this Section 3.8 shall preclude Merck from making proposals on a confidential
basis, to Endocyte or its Board of Directors, or from seeking a waiver from Endocyte of any provision set forth in this Section
3.8, on a confidential basis, and provided such proposal or waiver is not designed to, nor could reasonably be required to,
result in public disclosure of such proposal or waiver by either Merck or Endocyte. In addition, nothing in this Section 3.8,
shall prohibit Merck from making an offer on a confidential basis to Endocyte to acquire Endocyte's rights to the Compound, Product
and/or Companion Diagnostic.



 


		1.134.3	The prohibitions set forth in the foregoing Section 3.8 (a) (collectively the “Standstill
Provisions”) shall not apply to (i) any investment in any securities of Endocyte or its subsidiaries by or on behalf
of any independently managed pension plan or employee benefit plan or trust, including without limitation (A) any direct or indirect
interests in portfolio securities held by an investment company registered under the Investment Company Act of 1940, as amended,
or (B) interests in securities comprising part of a mutual fund or broad based, publicly traded market basket or index of stocks
approved for such a plan or trust in which such plan or trust invests; or (ii) interests in securities of Endocyte or any of its
subsidiaries held by a person acquired by Merck (or any of Merck’s Affiliates) on the date such person first entered into
an agreement to be acquired by Merck (or such Affiliate) or acquired after such person was acquired by Merck (or such Affiliate)
pursuant to an agreement requiring (but only to the extent requiring) such person to acquire such securities, which agreement was
in effect on the date such person first entered into an agreement to be acquired by Merck (or such Affiliate), or (iii) interests
in any assets or securities of Endocyte, as debtor, that are acquired in a transaction subject to the approval of the U.S. Bankruptcy
Court pursuant to proceedings under the U.S. Bankruptcy Code.



 


		1.134.4	Upon the occurrence of a Trigger Event (defined below) with respect to Endocyte, Merck shall immediately
thereafter cease to be bound by the Standstill Provisions. For purposes of this Agreement, (i) a “Trigger Event”
shall occur with respect to Endocyte upon (a) Endocyte entering into a definitive agreement concerning a Business Combination Transaction;
or (b) Endocyte publicly announcing that it (or its Board of Directors) endorses or otherwise recommends an offer from a Third
party relating to a Business Combination Transaction.



 


		1.134.5	“Business Combination Transaction” means (1) any direct or indirect divestiture,
out-license or sale by Endocyte or any of its subsidiaries to an unrelated party of assets, in one or a series of related transactions,
for aggregate consideration equal to a majority of the market capitalization of Endocyte immediately prior to entering into such
transaction, or a majority of the voting securities of Endocyte, (2) any tender offer or exchange offer that if consummated would
result in any person or group beneficially owning a majority of the voting securities of Endocyte, or (3) any merger, consolidation,
business combination, recapitalization or similar transaction involving Endocyte involving the direct or indirect acquisition of
a majority of the market capitalization of Endocyte or a majority of the voting securities of Endocyte (other than the issuance
of new securities by Endocyte solely in connection with a bona fide capital raising transaction).


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.



    	Page 27



    	 



    

 


DEVELOPMENT


 


		1.135	Overview. As of the Effective Date, Merck shall be solely responsible
for the Development of the Compound and Product in the Field in the Territory, subject to and except as otherwise provided in this
Article 4. Endocyte shall be solely responsible for the Development of the Companion Diagnostic in the Field in the Territory.
Each Party shall perform all Development activities assigned to such Party under and in accordance with the Product Development
Plan and Companion Diagnostic Development Plan, as applicable. 



 


		1.136	Product Development/Initial Indications Development Plan.



 


		1.136.1	Overview. An initial version of the initial indications Development plan covering Development
of the Product in PROC and in NSCLC (the “Initial Indications”) is attached hereto as Schedule 4.2 (as
may be amended in accordance with this Agreement, the “Initial Indications Development Plan”). In particular,
the Initial Indications Development Plan will include:



 


		(a)	Development of the Product in PROC through receipt of Product Approval in the EU and US, including
the protocol for the ongoing Phase III Clinical Trial known as the “PROCEED” study (the “PROC Protocol”
and such trial referred to as the “PROC Clinical Trial”) and an outline of the content of a future
amendment to the PROC Protocol;



 


		(b)	Development of the Product in NSCLC through completion of the Phase IIb Clinical Trial, including
the protocol for such Phase IIb Clinical Trial (the “NSCLC Phase IIb”) and an outline of the content of a future
amendment to this protocol; and



 


		(c)	Timelines for Clinical Trials and Regulatory Filings during the Term in connection with obtaining
Regulatory Approval in the US and the EU for PROC and NSCLC.



 


		1.136.2	PROC. Endocyte will be responsible for conducting and [ * ] the Development of the
Product in the PROC Clinical Trial in accordance with the Initial Indications Development Plan. Merck will be responsible for and
[ * ] any additional Clinical Trials that may be required for obtaining Regulatory Approval of the Product in PROC with
respect to the EU and US and all other countries in the Territory. Notwithstanding anything to the contrary in this Section
4.2.2, in the event that Regulatory Authorities in the US or EU require that changes be made to the PROC Protocols, the [
* ] amending the PROC Protocols.



  


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 28



    	 



    

 


		1.136.3	NSCLC. Endocyte will be responsible for conducting the Development of the Product in the
NSCLC Phase IIb in accordance with the Initial Indications Development Plan. Endocyte will transfer the responsibility for NSCLC
Phase IIb to Merck in sufficient time, as determined by the JDC, for Merck to be in a position to conduct a Phase III Clinical
Trial (if necessary) after completion of the NSCLC Phase IIb. Merck will have responsibility for and conduct such Phase III Clinical
Trial and will have responsibility for conducting any additional Clinical Trials that may be required for obtaining Regulatory
Approval of the Product in NSCLC anywhere in the Territory. Merck will [ * ] the Development of the Product in NSCLC; provided,
however, that Endocyte will [ * ] the NSCLC Phase IIb as set forth in the Initial Indications Development Plan, except
that in the event that Endocyte would like to [ * ] the NSCLC Phase IIb draft protocol included in the Initial Indications
Development Plan, then [ * ] regarding such amendment.



 


		1.137	Product Development/Further Development Plan.



 


		1.137.1	Overview. A Development plan covering Development of the Product in additional Indications
other than in PROC or NSCLC is attached hereto as Schedule 4.3 (as may be amended in accordance with this Agreement, the
“Further Development Plan”) (the Further Development Plan and the Initial Indications Development Plan, together
with any amendments thereto as set forth in this Article 4 shall be referred to as the “Product Development Plan”).
The Further Development Plan initially will include the following:



 


		(a)	A Phase I/II Clinical Trial of the Product in at least [ * ] (other than [ * ]),
which is set forth in Schedule 4.3 (the “Additional Indications”) and



 


		(b)	A Phase III Clinical Trial of the Product in the [ * ] cancer Indication (“[ *
]”) to be conducted following obtaining Regulatory Approval of the Product in [ * ] in [ * ]. The [
* ] Phase III Clinical Trial would be contingent upon preliminary verification of activity and the demonstration of acceptable
safety and tolerability in a Phase I study, which would also be included in the Further Development Plan. For clarity, [ * ]
will not be one of the Indications that are Additional Indications.



 


		1.137.2	Responsibility and Decision-Making. Merck will be responsible for the conduct of Development
of the Product in the Additional Indications and [ * ]. Merck will [ * ] the Development of the Product in Additional
Indications and [ * ].



 


		1.138	Amendments to the Initial Indications Development Plan and Further Development Plan. 



 


		1.138.1	Amendments to the Product Development Plan. Not later than [ * ] of each Calendar
Year, Merck shall submit to the JDC for review and approval an updated Product Development Plan for the pending Calendar Year.
The updates shall take into account completion, commencement, changes in or cessation of Development
activities not contemplated by the then-current Product Development Plan. The updates shall also include: (i) the proposed
overall program of Development for the Product in all Indications, including timing and a reasonably detailed description of any
and all Clinical Trials and any nonclinical studies planned; provided that, except as provided below with respect to the PROC Clinical
Trial and NSCLC Phase IIb, study protocols shall not be required to be included; (ii) regulatory plans and other elements of obtaining
Regulatory Approval(s) in the Territory in sufficient detail to allow Merck and Endocyte to coordinate regulatory activities for
the Product and the Companion Diagnostic; (iii) the estimated timing for interim and final data analyses of Clinical Trial results;
and (iv) and the respective roles and responsibilities of each Party in connection with such activities. Notwithstanding the above,
with respect to the PROC Clinical Trial and the NSCLC Phase IIb, such updates shall include a
description of (i) any changes or modifications to the respective protocols; (ii) the anticipated start dates and timing for interim
and final data analyses of, and anticipated timelines for filing of applications for Regulatory Approvals in the Territory; and
(iii) the respective roles and responsibilities of each Party in connection with such activities. For clarity, the Parties acknowledge
that any updates to the Product Development Plan regarding the PROC Clinical Trial and the NSCLC Phase IIb will provide a level
of detail consistent with the detail contained in Schedule 4.2.



  


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



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		1.139	Endocyte Development Budget. In connection with the Development work to be performed by
Endocyte pursuant to Sections 4.2.2 and 4.2.3, a budget with year-by-year estimates of the Development Costs expected
to be incurred by Endocyte shall be attached to this Agreement as Schedule 4.5 (together with any updates thereto, the “Endocyte
Development Budget”). Endocyte shall provide to the JDC for approval updates to such Endocyte Development Budget from
time-to-time but no less than once each Calendar Year (at least [ * ] days prior to the last day of such Calendar Year).
Endocyte shall inform the JDC in the event that it becomes aware that it will be exceeding the Endocyte Development Budget by more
than [ * ] of the total costs included in such budget.



 


		1.140	Records/Audit Rights Pertaining to Product Development by Endocyte. Endocyte shall maintain
records, in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes, which shall fully and
properly reflect all work done and results achieved under this Agreement. Endocyte shall ensure that Merck’s authorized representatives
may, during regular business hours and upon not less than [ * ] hours prior written notice, (a) examine and inspect the
facilities and systems of Endocyte, its Affiliates and/or subcontractors used in the performance of the Development activities
for the Product that Endocyte is conducting. (b) subject to Applicable Laws, examine, inspect and copy all data, documentation
and work product relating to such Development activities to the extent necessary or useful to support the Development, Manufacture
or Commercialization of Product in the Territory, and (c) examine, inspect and copy all data, documentation and work products relating
to the Development of the Product prior to the Effective Date, including, without limitation, any case report forms regarding any
patient participating in any clinical study involving Product initiated prior to the Effective Date. The obligations set forth
in this Section 4.6 shall survive for such periods as the applicable documents, data and work products are required to be
retained by all Applicable Laws in the Territory.



 


		1.141	Companion Diagnostic Development.



 


		1.141.1	Companion Diagnostic Development Plan. Development of the Companion Diagnostic shall be
done pursuant to a development plan (the “Companion Diagnostic Development Plan,” as may be amended in accordance
with this Agreement), the initial version of which, covering Development of the Companion Diagnostic through receipt of Regulatory
Approval in the EU, is attached to this Agreement as Schedule 4.7 (the “Initial Companion Diagnostic Development
Plan”). Not later than [ * ] days after [ * ] of each Calendar Year, Endocyte
shall submit to the JDC for approval an updated Companion Diagnostic Development Plan for the pending Calendar Year. Such updates
shall contain activities and timelines for Development of the Companion Diagnostic in countries and in Indications that are consistent
with the Product Development Plans for Product with a goal of ensuring that the Companion Diagnostic is Developed in parallel with
the Development of the Product. The updates shall also take into account completion, commencement, changes in or cessation of Development
activities not contemplated by the then-current Companion Diagnostic Development Plan. 


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



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		1.141.2	Responsibility and Decision-Making. Endocyte shall be responsible for Development of the
Companion Diagnostic and shall have final decision-making rights regarding any disputes arising out of Development of the Companion
Diagnostic.



 


		1.142	Development Costs.



 


		1.142.1	Product Development Costs. Subject to Section 4.5, Development Costs for Development
activities conducted after the Effective Date for the Product in the Field in the Territory (“Product Development Costs”)
shall be paid by the Parties as follows:



 


		(a)	Endocyte will pay [ * ] percent ([ * ]%) and Merck will pay [ * ] percent
([ * ]%) of Development Costs incurred in connection with the PROC Clinical Trial and consistent with the Initial Indications
Development Plan and Endocyte Development Budget (“[ * ]”); and



 


		(b)	Merck will pay one hundred percent (100%) of all other Product Development Costs.



 


		1.142.2	Payment of Product Development Costs. Within [ * ] days following the end of [
* ] during the Term, each Party (or any Affiliate) that has incurred any [ * ] in that [ * ] shall deliver to
the other Party a written report (each, a “[ * ] Report”) setting forth in detail with supporting documentation
the [ * ] incurred by such Party (or its Affiliates) in such [ * ] with respect to the Product, by activity. The
[ * ] Report shall also include any [ * ] incurred by a Party (or its Affiliates) in any of the preceding [ *
] which were not previously included and accounted for in a prior [ * ] Reports. Each Party share pay to the other Party
its share (as set forth in Section 4.8.1(a)) of undisputed [ * ] within [ * ] days of its receipt of the other
Party’s [ * ] Report.



 


		1.142.3	Companion Diagnostic Development Costs. Endocyte shall be responsible for one hundred percent
(100%) of the Development Costs solely related to the Development of the Companion Diagnostic in the Field in the Territory, which
shall include all costs associated with (i) Manufacture of the Companion Diagnostic (including validation and scale-up); provided
that Endocyte may charge Merck for Companion Diagnostic used in connection with Development and Commercialization of the Product
as set forth in this Agreement; (ii) any new synthesis or formulation of the Companion Diagnostic; (iii) any new studies required
by any Regulatory Authority in connection with the performance of the Companion Diagnostic (and not related to the safety and/or
efficacy of the Compound and/or Product; and (iv) the registration of the Companion Diagnostic with any Regulatory Authorities
in the Territory.



 


		1.143	Diagnostic Follow-On Development. Through the JDC, Endocyte will keep Merck reasonably informed
of its Development of any Diagnostic Follow-On and will provide Merck with reasonable quantities of such Diagnostic Follow-on for
use in the Development of the Product, at [ * ] and shall provide Merck with a non-exclusive license to market
and promote the Diagnostic Follow-on (and cooperate with Merck in order to enable and facilitate same) in the then-current Territory,
subject to Merck and Endocyte agreeing upon appropriate reasonable consideration to Endocyte for such license.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



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		1.144	Ownership and Maintenance of Regulatory Approvals.



 


		1.144.1	Ownership of Regulatory Approvals. Subject to the terms and conditions of this Agreement,
Merck will own all Regulatory Approvals for the Product in the Territory and Endocyte will own all Regulatory Approvals for the
Companion Diagnostic in the Territory.



 


		1.144.2	Transfer/Ownership of INDs for the Product. 



 


		(a)	Except as otherwise expressly provided in this Section 4.10, as soon as reasonably practical
after the Effective Date (or such other date as may be mutually agreed by the Parties), Endocyte shall transfer to Merck all existing
INDs covering the Product. Subject to Section 4.10.4, all further submissions to any Regulatory Authorities relating to
such INDs or any new INDs covering the Product shall be filed in the name of and owned by Merck.



 


		(b)	Within [ * ] days after the Effective Date (or such other date as mutually agreed
by the Parties), Endocyte shall transfer to Merck one copy of all documents and records (including comments on any protocol submissions)
that have been generated by or on behalf of Endocyte with respect to any existing INDs covering the Product in the Territory, as
well as any correspondence between Endocyte and Regulatory Authorities related to Products.



 


		1.144.3	Regulatory Interactions/Coordination between the Parties. Except as otherwise provided in
Section 4.10.4, Merck shall oversee, monitor and coordinate all regulatory actions, communications, meetings and filings
with, and submissions to, Regulatory Authorities in the Territory with respect to the Product. Endocyte shall oversee, monitor
and coordinate all regulatory actions, communications and filings with, and submissions to, Regulatory Authorities in the Territory
with respect to the Companion Diagnostic. The Parties agree and acknowledge that they will share information and coordinate through
the GRST with respect to regulatory activities supporting the Companion Diagnostic and the Product with a goal of ensuring contemporaneous
Regulatory Approval of the Product and the Companion Diagnostic in each country in the Territory and for each new Indication of
the Product for which approval is sought. To the extent that the Product will be discussed at any meeting with a Regulatory Authority
for the Companion Diagnostic, Endocyte will [ * ]. To the extent that the Companion Diagnostic will be discussed
at any meeting with a Regulatory Authority for the Product, Merck will [ * ].



 


		1.144.4	Filing of Regulatory Approval in the EU with EMA. With respect to the filing for Regulatory
Approval with the EMA, the Parties agree that [ * ] for Regulatory Approval for the Product in PROC based on the
Phase IIb Clinical Trial results (the “EU Marketing Authorization Application”) and that [ * ]
such Regulatory Approval from the EU Commission. In order to facilitate the foregoing and to minimize any delays [ * ]
and any delays in Commercializing the Product in the European Union, the Parties agree as follows:


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



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		(a)	Endocyte will provide to Merck all communications, correspondence, and other documents relating
to the EU Marketing Authorization Application. In addition, Endocyte will provide Merck with advance notice of and will [ * ]
regulatory actions, communications, meetings and filings with, and submissions to, the EMA with respect the Product, including
providing Merck with [ * ]. Notwithstanding the foregoing, Endocyte shall [ * ] of the following
prior to including them in the EU Marketing Authorization Application; provided that Merck provides Endocyte with its comments
(i) in sufficient time to allow approval within either [ * ] days following receipt of the following; (ii) as
mutually agreed by the Parties; or (iii) as required by the Regulatory Authority:



 


		(i)	the [ * ];



 


		(ii)	the EU Risk Management Plan



 


		(iii)	[ * ] of the application for EU Marketing Authorization Application; and



 


		(iv)	all [ * ] and [ * ] to which Endocyte [ * ]
a Regulatory Authority [ * ] the EU Marketing Authorization Application with the EMA.



 


		(b)	Endocyte will coordinate with Merck so that Merck can [ * ] with respect to the
EU Marketing Authorization Application.



 


		(c)	Merck will provide to Endocyte for inclusion, and Endocyte will include, the following in the EU
Marketing Authorization Application at time of initial submission or during the procedure (for example, on Day 120):



 


		(i)	Merck’s [ * ] for the Product, including [ * ] related
information, and Merck's [ * ] for [ * ];



 


		(ii)	Merck’s [ * ] and related [ * ], as well as information
on Merck's [ * ] or the equivalent thereof;



 


		(iii)	Merck’s [ * ] at time of file validation or at a later stage of the procedure
and Merck will provide Endocyte with [ * ]; and



 


		(iv)	Merck’s [ * ] in the EU for inclusion in the [ * ].



 


		(d)	Endocyte, with reasonable assistance from Merck, will ensure that it obtains accurate high quality
translations of the Product label in all European languages consistent with Applicable Laws in Europe.



 


		(e)	Endocyte will initiate the process to [ * ] within [ * ] days
of receipt of the EU Commission Decision for granting Regulatory Approval for the Product. Endocyte and Merck agree to use Commercially
Reasonable Efforts to cooperate to [ * ] as quickly as possible pursuant to Applicable Laws.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



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		(f)	During the period between [ * ] (“Transition Period”), Endocyte
hereby grants Merck with [ * ]. Endocyte further agrees that it will take any other action reasonably necessary
to effectuate the foregoing, including granting Merck the necessary [ * ].



 


		(g)	During the Transition Period, Merck shall have the right, but not the obligation, to Commercialize
the Product in the European Union and, in such an event, Endocyte shall appoint Merck as its exclusive distributor in the European
Union and take any other action reasonably necessary to allow Merck to Commercialize the Product in Europe. Other than Commercializing
the Product through Merck as its distributor, Endocyte covenants that it will not Commercialize the Product in Europe during the
Transition Period.



 


		(h)	Merck and Endocyte shall work cooperatively through the GRST to accomplish the activities set forth
in this Section 4.10.4.



 


		1.145	Rights of Reference: Sharing of Clinical Data.



 


		1.145.1	Merck hereby grants to Endocyte a non-exclusive, non-transferable (except in connection with a
permitted assignment of this Agreement, license of the Companion Diagnostic, sublicense or subcontract) “right of reference”
(as defined in 21 CFR 314.3(b)) with respect to Merck’s clinical trial data and results related to any Product, solely as
necessary for Endocyte or its Affiliate, licensee or sublicensee or distributor to prepare and submit submissions to Regulatory
Authorities and maintain Regulatory Approvals related to the Companion Diagnostic. Endocyte hereby grants to Merck a non-exclusive,
non-transferable (except in connection with a permitted assignment of this Agreement, sublicense of the rights granted to it hereunder,
or subcontract) “right of reference” (as defined in 21 CFR 314.3(b)) with respect to Endocyte’s clinical sample
analytical trial data and results related to the Companion Diagnostic, solely as necessary for Merck to prepare and submit submissions
to Regulatory Authorities, and to maintain Regulatory Approvals, related to any Product.



 


		1.145.2	Merck agrees to make available to Endocyte [ * ] and results of Clinical Trials
for the Product in PROC and NSCLC in which the Companion Diagnostic is used in the identification of potential patients for, or
assessment of, the Product to the extent necessary for Endocyte to perform any analysis required in order to further Develop and
obtain Regulatory Approval for the Companion Diagnostic and for no other purpose (“Product [ * ]”).
Merck shall provide Endocyte with the Product [ * ] reasonably promptly, but only after completion of its own
analysis of the Product [ * ] in connection with the Compound and/or Product. Endocyte shall have the right to
use Product [ * ] in connection with Development and obtaining Regulatory Approval of the Companion Diagnostic
in the Territory. Endocyte agrees to make available to Merck [ * ] and results of all Clinical Trials conducted
with respect to the Companion Diagnostic where used in the identification of potential patients for or assessment of the Product
(“Companion Diagnostic [ * ]”) reasonably promptly, but only after completion of its own analysis
of the Companion Diagnostic [ * ], and copies of any and all of its analysis of the Product [ * ].
Merck shall have the right to use the Companion Diagnostic [ * ] and Endocyte’s analysis of the Product
[ * ] in connection with Development of the Product in the Territory. Notwithstanding the foregoing, Merck’s
obligation to provide Product [ * ] to Endocyte shall expire after Merck obtains Regulatory Approval of the Product
in PROC and NSCLC and, thereafter, Merck will only provide new Product [ * ] to Endocyte if (a) required by a
Regulatory Authority in connection with the Regulatory Approval of the Companion Diagnostic, or (b) required in order for Endocyte
to comply with its diligence obligations under Section 7.2.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



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		1.146	Adverse Experience Reporting. 



 


		1.146.1	Endocyte agrees that during the Term it will notify Merck within [ * ] but not
longer than [ * ] calendar days in English of any information of which Endocyte becomes aware concerning any side
effect, injury, toxicity or sensitivity reaction, or any unexpected incident, and the severity thereof, whether or not determined
to be attributable to any Product (hereinafter “Adverse Experience”), where such Adverse Experience is (i) serious
and associated with the clinical uses, studies, investigations, tests and marketing of Product, whether or not determined to be
attributable to Product. With respect to all other adverse experiences (non-serious expected or non-serious unexpected adverse
experiences), Endocyte shall furnish Merck with copies of such non-serious adverse experiences reported to Endocyte in connection
with the marketing of Product, in English, within [ * ] calendar days after receipt. “Serious” as
used in this Section refers to an experience which results in death, is immediately life threatening, results in persistent and
significant disability/incapacity or requires in-patient hospitalization, or prolongation of existing hospitalization, or is a
congenital anomaly, cancer or an overdose. Other important medical events that may jeopardize the patient or may require intervention
to prevent one of the outcomes previously listed should also be considered serious. “Unexpected” as used in this Section
refers to a condition or development not listed in the current labeling for Product, and includes an event that may be symptomatically
and pathophysiologically related to an event listed in the labeling, but differs from the event because of increased frequency
or greater severity or specificity.



 


		1.146.2	Merck agrees that during the time period during which Endocyte is conducting any Clinical Trials
of the Product in accordance with the Product Development Plan, it will notify Endocyte within [ * ] but not longer
than [ * ] calendar days in English of any Adverse Experience of which Merck becomes aware concerning any side
effect, injury, toxicity or sensitivity reaction, or any unexpected incident, and the severity thereof, whether or not determined
to be attributable to the Product (hereinafter “Product Adverse Experience”), where such Product Adverse Experience
is (i) serious and associated with the clinical uses, studies, investigations, tests and marketing of the Product, whether or not
determined to be attributable to the Product. With respect to all other adverse experiences during such period (non-serious expected
or non-serious unexpected adverse experiences), Merck shall furnish Endocyte with copies of such non-serious adverse experiences
reported to Merck in English, within [ * ] calendar days after receipt.



 


		1.146.3	Merck agrees that during the Term it will notify Endocyte within [ * ] but not
longer than [ * ] calendar days in English of any information of which Merck becomes aware concerning any side
effect, injury, toxicity or sensitivity reaction, or any unexpected incident, and the severity thereof, whether or not determined
to be attributable to the Companion Diagnostic (hereinafter “Adverse Experience”), where such Adverse Experience is
(i) serious and associated with the clinical uses, studies, investigations, tests and marketing of Companion Diagnostic, whether
or not determined to be attributable to Companion Diagnostic. With respect to all other adverse experiences (non-serious expected
or non-serious unexpected adverse experiences), Merck shall furnish Endocyte with copies of such non-serious adverse experiences
reported to Merck in connection with the marketing of Product, in English, within [ * ] calendar days after receipt.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



    	Page 35



    	 



    

 


		1.146.4	With respect to Endocyte sponsored Clinical Trials, adverse experience reports of unexpected and
fatal or life-threatening events which are possibly, probably, definitely related or of unknown relationship to the use of Product
must be forwarded to Merck in English within [ * ] calendar days after receipt of the information. All other Serious
Adverse Experience from Endocyte-sponsored Clinical Trials must be forwarded to Merck in English within [ * ]
calendar days. In addition, Endocyte shall furnish to Merck copies of the end of study summary of adverse experiences in English
within the time period set forth in the applicable then-current Product Development Plan. Endocyte will send Serious Unexpected
Suspected Adverse Reactions (SUSARS) on the Companion Diagnostic arising from Endocyte sponsored Clinical Trials to Merck within
[ * ] calendar days for distribution to Merck investigators of the Companion Diagnostic.



 


		1.146.5	With respect to Merck sponsored Clinical Trials, adverse experience reports of unexpected and fatal
or life-threatening events which are possibly, probably, definitely related or of unknown relationship to the use of the Companion
Diagnostic must be forwarded to Endocyte in English within [ * ] calendar days after receipt of the information.
All other Serious Adverse Experience reports with any relationship to the Companion Diagnostic must be forwarded in English to
Endocyte within [ * ] calendar days. Merck will send Serious Unexpected Suspected Adverse Reactions (SUSARS) on
the Product from Merck sponsored trials to Endocyte within [ * ] calendar days for distribution to Endocyte investigators
of the Product.



 


		1.146.6	It is understood and agreed that these adverse experience reporting requirement provisions are
based on the policies and procedures of Merck and regulatory reporting requirements. Accordingly, in the event of changes to regulatory
requirements for adverse experience reporting, Endocyte agrees to comply with such revised notification requirements.



 


		1.146.7	Within [ * ] days after the Effective Date, the Parties (under the guidance of
their respective pharmacovigilance departments, or equivalent thereof) will execute a pharmacovigilance agreement between the Parties
with respect to the Product and Companion Diagnostic. Such pharmacovigilance agreement will include safety data exchange procedures
governing the coordination of collection, investigation, reporting, and exchange of information concerning any adverse experiences,
and any product quality and product complaints involving adverse experiences, arising from or related to the use of the Product
and Companion Diagnostic in the Clinical Trials and subsequent commercial use, consistent with Applicable Law.


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



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COMMERCIALIZATION


 


		1.147	Overview. Merck shall be solely responsible for Commercialization
of the Product in the Field in the Royalty Territory. Merck shall be responsible for Commercialization of the Product in the Field
in the Co-Promotion Territory, subject to Endocyte’s right to Co-Promote the Product in the Co-Promotion Territory set forth
in this Article 5. Endocyte shall be solely responsible for Commercialization of the Companion Diagnostic in the Field in
the Territory subject to this Article 5. 



 


		1.148	Commercialization in the Co-Promotion Territory; Endocyte Product Co-Promotion.



 


		1.148.1	Overview. Subject to the terms and conditions of this Agreement and as specifically set
forth in this Section 5.2, Endocyte (itself or through its Affiliate) shall Co-Promote the Product with Merck in the Co-Promotion
Territory commencing on the date of First Commercial Sale of the Product in the Co-Promotion Territory. Such Co-Promotion shall
be conducted pursuant to the Co-Promotion Agreement, to be entered into by the Parties as set forth in Section 5.2.1.



 


		1.148.2	Co-Promotion Territory Commercialization Plan and Budget.



 


		(a)	[ * ] months prior to the Estimated US Launch, Merck will propose to the JCC for
review and approval a Co-Promotion Territory Commercialization Plan. Not later than November 15th
of each Calendar Year, Merck shall submit to the JCC for review and approval an updated Co-Promotion Territory Commercialization
Plan for the following Calendar Year, which the JCC shall approve no later than December 31 of such Calendar Year. For clarity,
Merck shall have final decision-making authority regarding any disputes in the JCC with respect to the Co-Promotion Territory Commercialization
Plan. 



 


		(b)	The Co-Promotion Territory Commercialization Plan will also include
an estimated Joint Commercialization Budget detailing the estimated Allowable Expenses for the Product in the Co-Promotion Territory
for such Calendar Year. In the event that the actual Allowable Expenses incurred by the Parties exceed [ * ] percent
([ * ]%) of the estimated budget for Allowable Expenses in any given Calendar Quarter (such excess amount, the
“Allowable Expense Overage Amount”) and such excess occurs in a Calendar Quarter in which Endocyte is required
to make a payment to Merck pursuant to Section 9.4.8 for its share of losses resulting from the calculation of US Adjusted
Net Sales, Endocyte shall have the right to require Merck to defer the inclusion of the Allowable Expense Overage Amount in the
US Adjusted Net Sales for such Calendar Quarter and instead defer its inclusion in the calculation of US Adjusted Net Sales for
the subsequent Calendar Quarter, provided that if that succeeding Calendar Quarter is also one in which Endocyte is required to
make a payment to Merck pursuant to Section 9.4.8 for its share of losses resulting from the calculation of US Adjusted
Net Sales, Endocyte may continue to defer the inclusion of all Allowable Expense Overage Amounts into succeeding Calendar Quarters
until such time as there is a positive US Adjusted Net Sales in such Calendar Quarter. Notwithstanding the foregoing, Merck shall
have the right to offset against any milestone payments owed pursuant to Article 9 any Allowable Expense Overage Amount
then owed to Merck under this Section 5.2.2(b). 


 


[ * ] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended.


 



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		1.148.3	Endocyte Sales Force Size; Launch Readiness. The Endocyte sales force shall be of sufficient
size and level of experience necessary to Co-Promote the Product (either on a primary-detail-equivalent or sales FTE basis, or
other method of determining appropriate level of effort as determined by Merck) with Merck in the Co-Promotion Territory as set
forth in the Co-Promotion Territory Commercialization Plan and in the Co-Promotion Agreement. The JCC shall meet [ * ]
months prior to the Estimated US Launch (the “Launch Readiness Meeting”), during which meeting Endocyte shall
present to the JCC the number of sales representatives it has hired and the level of experience of such sales representatives that
are ready for training for U.S. launch of the Product. Unless the Parties agree to an alternative commercial ramp up strategy,
in the event that Endocyte has not hired [ * ] percent ([ * ]%) or more of its sales representatives
required under the Co-Promotion Territory Commercialization Plan, and reflecting the Endocyte Promotional Share as may have been
adjusted pursuant to Section 5.2.5 (the “Committed Sales FTEs”) by such Launch Readiness Meeting (such
difference between the actual sales representatives hired by Endocyte (“Equivalent Sales FTEs”) then hired by
such Party and its Committed Sales FTEs, the “Sales Force Shortfall”), Merck shall have the right (but not the
obligation) to supplement for such Sales Force Shortfall by providing its sales representatives, up to the number of such Sales
Force Shortfall (the “Replaced Sales FTEs”), to promote the Product in the Co-Promotion Territory. Unless otherwise
agreed by the Parties, in such event of Merck fielding the Replaced Sales FTEs, the [ * ], provided that Endocyte
shall have the right to [ * ] to an [ * ] in accordance with Section 5.2.5. In the event
of Merck [ * ], Endocyte shall [ * ] until such time, if any, as Merck [ * ].



 


		1.148.4	No Competing Products. Endocyte’s sales force that is Co-Promoting the Product with
Merck may not Detail any Competing Product. For purposes of this Section 5.2.4, “Competing Product” shall
mean any pharmaceutical product containing or comprising a [ * ] and that has at least one Indication that is
the same as the Product’s Indications.



 


		1.148.5	Endocyte Opt-Out. Notwithstanding Section 5.2.6, no later than [ * ]
months in advance of the Estimated US Launch, Endocyte shall have the right to elect to opt-out entirely of its right to Co-Promote
the Product in the Co-Promotion Territory (“Opt-Out”). In addition, no later than [ * ] months
in advance of the Estimated US Launch, Endocyte shall have the right to elect to reduce the Endocyte Promotional Share from fifty
percent (50%) to some lesser amount, but in no event lower than [ * ] (the “Opt-Down”). In
the case of both the Opt-Out and the Opt-Down, Endocyte will provide Merck with written notice of its Opt-Out or Opt-Down. In the
event Endocyte elects to Opt-Down, it shall have the right to increase its level of Co-Promotion to an amount no higher than fifty
percent (50%), no earlier than [ * ] but only in the event and to the extent that the Co-Promotion Territory Commercialization
Plan provides for [ * ]. In such an event, the Parties will coordinate as set forth in Section 5.2.3 with
respect to the [ * ]. In addition, the Co-Promotion Agreement shall provide that Endocyte shall have the right
to terminate its Co-Promotion of the Product, without cause, on sufficient written notice. In the event of an Opt-Out or Opt-Down
or such termination, Endocyte shall continue to participate in the US Adjusted Net Sales as set forth in Section 9.4.8,
provided, however, that in such a case, Merck shall deduct from Endocyte’s share of such US Adjusted Net Sales an amount
equal to [ * ] had Endocyte not exercised its Opt-Out, Opt-Down or termination right. For clarity, Endocyte is
not entitled to Opt-Out or Opt-Down on an Indication-by-Indication basis.



 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 






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		1.148.6	Endocyte’s Contribution. The Endocyte sales force shall initially constitute fifty
percent (50%) of the overall number of sales representatives needed to promote the Product in the Co-Promotion Territory
upon First Commercial Sale of the Product in the Co-Promotion Territory, as determined by Merck and in accordance with the Co-Promotion
Territory Commercialization Plan (such level of contribution, as may be adjusted pursuant to Section 5.2.5 or otherwise
adjusted under this Section 5.2, the “Endocyte Promotional Share”).



 


		1.148.7	Change in Promotion. In the event that Merck’s commercialization model with respect
to oncology generally changes such that it will no longer be fielding a specialty sales force to detail and promote products to
physician audiences in the Co-Promotion Territory, then Endocyte shall no longer have the right to Co-Promote the Product under
this Agreement or the Co-Promotion Agreement, provided that Merck shall use good faith efforts to discuss ways in which Endocyte
may continue to participate in such then-current commercialization model for the Product at the same level at which it was then
Co-Promoting the Product.



 


		1.148.8	Co-Promotion Agreement. The Parties shall negotiate in good faith a Co-Promotion agreement
to cover Co-Promotion of the Product in the Co-Promotion Territory by Endocyte and Merck based upon the terms and conditions specified
in this Section 5.2 and in Schedule 5.2 and including any other customary and appropriate terms and conditions (the
“Co-Promotion Agreement”). The Parties shall negotiate the Co-Promotion Agreement in good faith with the objective
of entering into such Co-Promotion Agreement at least [ * ] months prior to the Estimated US Launch Date In the
event the Parties fail to execute and deliver the Co-Promotion Agreement within such [ * ] month period, the [ * ]
of Merck (or the equivalent position) and the [ * ] (or his designee) shall meet to resolve any outstanding issues
in the Co-Promotion Agreement in good faith. For the avoidance of doubt, the inability of the Parties to execute and deliver the
Co-Promotion Agreement by such time period shall not cause Endocyte to lose its Co-Promotion rights, and the Parties in the absence
of such executed Co-Promotion Agreement shall operate under this Section 5.2.



 


		1.148.9	Co-Promotion Costs. Except as set forth in Section 5.2.3 and Section 5.2.5,
each Party will bear the Selling Expenses related to its own field sales force in the Co-Promotion of the Product and neither shall
be able to deduct its Selling Expenses as an Allowable Expense in determining US Adjusted Net Sales.



 


		1.148.10	Other Commercialization Activities. At all times, Merck shall be the responsible Party for
all aspects of the Commercialization of the Product in the Co-Promotion Territory other than Co-Promotion. Merck shall book all
sales of Products in the Co-Promotion Territory.



 


		1.149	ROW Product Commercialization Plan. [ * ] months prior to the estimated
date of First Commercial Sale of the Product in the Territory outside of the United Sates (“Estimated ROW Launch”),
Merck will submit to the JCC a ROW commercialization plan for the Product (“ROW Commercialization Plan”). The
ROW Commercialization Plan will provide an overview of Merck’s plans for Commercializing the Product in Territories outside
the United States in sufficient detail to allow Endocyte to plan and prepare to support its own Commercialization efforts and activities
with respect to the Companion Diagnostic (which shall be set forth in the Companion Diagnostic Commercialization Plan). Not
later than [ * ] of each Calendar Year, Merck shall submit to the JCC an updated Co-Promotion Territory Commercialization
Plan for the pending Calendar Year. Merck and Endocyte shall coordinate the Commercialization of the Product and the Companion
Diagnostic in the Territory through the JCC and the Country/Regional Teams.









 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		1.150	Commercialization of the Companion Diagnostic.



 


		1.150.1	Companion Diagnostic Commercialization Plan. An initial commercialization plan for the Companion
Diagnostic in the Territory, which includes marketing and promotional plans for the Companion Diagnostic, is attached to this Agreement
as Schedule 5.4 (together with any updates thereto, the “Companion Diagnostic Commercialization Plan”).
The Companion Diagnostic Commercialization Plans that follow the initial commercialization plan will include the activities to
be performed by each Party and the deliverables related thereto, including the following (as such items become available to Endocyte):



 


		(a)	[ * ].



 


Not later than
[ * ] of each Calendar Year, Endocyte shall submit to the JCC for approval an updated Companion Diagnostic Commercialization
Plan for the pending Calendar Year.


 


		1.150.2	Pricing of the Companion Diagnostic. The price charged by Endocyte for the Companion Diagnostic
in the Territory will be determined by Endocyte in its sole discretion[ * ].



 


		1.150.3	Endocyte Distributors of Companion Diagnostic. To the extent that Endocyte is using or plans
to use Third party distributors to Commercialize the Companion Diagnostic in the Territory, Endocyte shall grant appropriate authority
to the Third Party distributor and to Merck in order to allow such Third Party distributor and Merck to coordinate and communicate
directly.



 


MANUFACTURING


 


		1.151	Overview. Merck will be responsible for Manufacture of the Compound
and Product in the Field in the Territory, including all Development and Commercial supply, except for Manufacture of supplies
necessary for the Development of the Product in the PROC Clinical Trials in accordance with the Initial Indications Development
Plan and to support the NSCLC Phase IIb, for which Endocyte shall be responsible for Manufacture of clinical supplies of Product.
As soon as practical after the Effective Date, Endocyte will transfer to Merck all Compound and Product in its possession of Endocyte
at Endocyte’s Costs of Goods Sold under Schedule 1.117, except that Endocyte may retain Compound and Product necessary
for the PROC Clinical Trial and the NSCLC Phase IIb and a reasonable amount of Compound and Product for use in furtherance of Endocyte’s
obligations hereunder or for use in non-clinical testing to support its efforts to prosecute the Endocyte Licensed Patent Rights.
Endocyte shall, if requested by Merck, reasonably cooperate in the transfer or assignment of any existing Third Party Manufacturing
agreements to Merck, including all those listed on Schedule 6.1. Endocyte will
be responsible (itself or through one or more contract manufacturers) for Manufacture of the Companion Diagnostic, including all
supplies required for Development of the Product and all Commercial Supply, subject to this Article 6. Merck shall Manufacture
and supply to Endocyte those quantities of Compound and Product necessary for Endocyte’s pre-clinical Development of the
Companion Diagnostic under the Companion Diagnostic Development Plan, at a price equal to Merck’s Cost of Goods Sold, which
Compound and Product Endocyte may use solely for internal research purposes only.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		1.152	Transfer of Product Manufacturing Technology.



 


		1.152.1	Transfer. As soon as reasonably practicable after the Effective Date (but in any event no
later than [ * ] days after the Effective Date), Endocyte shall transfer or cause to be transferred to Merck or
a Third Party manufacturer designated by Merck all Endocyte Existing Know-How Controlled by Endocyte as of the Effective Date to
enable Merck or such Third Party Manufacturer (as appropriate) to replicate the process employed by or on behalf of Endocyte to
Manufacture Compound and Product.



 


		1.152.2	Use. Merck and/or its Third Party manufacturer shall use any information transferred pursuant
to Section 6.2.1 in accordance with the license granted in Section 2.1.1 and solely for the purpose of manufacturing
Compound or Product under this Agreement and for no other purpose.



 


		1.152.3	Support. During the [ * ] month period following the Effective Date (or
for a reasonable extension of such time if requested by Merck), Endocyte will make employees and consultants of it and its Affiliates
available to Merck for consultation as reasonably required by the Merck to ensure an orderly transition of Endocyte’s Manufacturing
technology and operations. Thereafter, Endocyte shall provide any support reasonably requested by Merck in connection with Manufacture
of Compound or Product.



 


		1.153	Manufacture and Supply of Companion Diagnostic.



 


		1.153.1	Companion Diagnostic Manufacture Plan. An initial Manufacture and supply plan for the US
and EU and distribution plan for the EU, which includes Endocyte’s plans for ensuring timely and sufficient supply of the
Companion Diagnostic and any components thereof, is attached to this Agreement as Schedule 6.3.1 (the “Initial
Companion Diagnostic Manufacture Plan”) (the Initial Companion Diagnostic Manufacture Plan together with any amendments
thereto, shall be referred to herein as the “Companion Diagnostic Manufacture Plan”). The Companion Diagnostic
Manufacture Plan shall include, at a minimum, an overall Manufacture and supply strategy for, initially, the US and EU and a distribution
strategy for, initially, the EU, and in later iterations, other countries where Merck seeks Product Approval for the Product, as
communicated by Merck and in conformance with Merck’s ROW Commercialization Plan, including plans for ensuring appropriate
capacity at Manufacturing sites for the Companion Diagnostic and any components thereof and risk mitigation plans for the Companion
Diagnostic and any components thereof. Not later than [ * ] of each Calendar Year,
Endocyte shall submit to the JCC for approval an updated Companion Diagnostic Commercialization Plan for the pending Calendar Year.



 


		1.153.2	Companion Diagnostic Manufacturing Costs. Endocyte shall be solely responsible for the costs
of Manufacture of the Companion Diagnostic, including scale-up and validation costs. Merck shall pay Endocyte for the cost (calculated
in the manner set forth in the definition of Cost of Goods Sold under Schedule 1.117) of any Companion Diagnostic Manufactured
and supplied by Endocyte to Merck for use in Development of Compound or Product as set forth in the Clinical Supply Agreement.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		1.153.3	Companion Diagnostic Audits. Merck shall have the right to reasonably request that Endocyte
conduct an audit of any Third Party Manufacturer of the Companion Diagnostic or any component thereof, at Merck’s cost and
expense. Merck shall be entitled to accompany Endocyte on any such audit. In addition, Endocyte shall inform Merck with reasonably
sufficient advance notice in the event that it is planning to conduct an audit of any Third Party Manufacturer of the Companion
Diagnostic or any component thereof. Merck shall be entitled to accompany Endocyte on any such audit, but shall not have the right
to direct such audit.



 


		1.153.4	Companion Diagnostic Safety Stock. Endocyte shall maintain, at its own cost and expense,
safety stock of the Companion Diagnostic and any material components thereof to cover at least [ * ] months of
forecast commercial supply requirements for the Companion Diagnostic. Endocyte shall rotate this stock to keep the expiry dating
of the Companion Diagnostic at no less than [ * ] percent ([ * ]%) of expiry dating. Additionally,
in the event that Endocyte is depleting safety stock as a result of inability to fulfill orders, Endocyte will promptly notify
Merck of such action.



 


		1.153.5	Back Up Supply. Endocyte shall establish a back-up supply for Companion Diagnostic within
[ * ] of the Effective Date. Endocyte may opt to grant Merck the right to be the back up supply manufacturer and
shall provide technical assistance and Endocyte Know-How necessary or reasonably useful to enable Merck to exercise its right to
Manufacture. In the event that Endocyte grants Merck the back-up Manufacturing rights for Companion Diagnostic, Merck shall only
exercise such rights for the purposes of supporting the Product.



 


		1.153.6	Clinical Supply. Endocyte shall Manufacture and supply Merck with its requirements of the
Companion Diagnostic for use in the Development of the Compound or Product in accordance with the clinical supply agreement which
the Parties shall negotiate in good faith and execute no later than June 30, 2012 (the “Clinical Supply Agreement”).



 


		1.153.7	Supply Failure/[ * ]. 



 


		(a)	During the Term, on a monthly basis, (i) Merck will provide to Endocyte rolling forecasts of the
anticipated market demand for the Product in each Companion Diagnostic Supply Region (“Forecasted Product Demand”);
and (ii) Endocyte will provide Merck with a report in reasonable detail summarizing the percent of Orders for the Companion Diagnostic
received from its Customers in the Territory that it was able to fulfill during such month.



 


		(b)	In the event that Endocyte is unable to fulfill [ * ] percent ([ * ]%)
of the Orders in aggregate, across the Territory, for [ * ] in a period of at least [ * ], then
Merck and Endocyte shall immediately meet to discuss the reasons for Endocyte’s inability to fulfill the Orders, and to agree
upon a plan to (i) identify whether the failure is related to the Manufacture of the Companion Diagnostic or is related to Endocyte’s
activities in distributing Companion Diagnostic to Customers; (ii) remedy the failure and (iii) to ensure that the commercial market
for the Product is not impacted.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		(c)	Thereafter, in the event that Endocyte again fails to fulfill [ * ] percent ([ * ]%)
of the Orders for [ * ] in an additional [ * ] period (a “Supply Failure”),
then the following shall apply:



 


		(i)	In the event that the Supply Failure results from or is related to the Manufacture of the Companion
Diagnostic by Endocyte or its Third Party Manufacturers (“Manufacture Supply Failure”), then Merck shall [ * ]
so that Endocyte can continue to, [ * ], distribute Companion Diagnostic to Customers;



 


		(ii)	In the event that Supply Failure results from or is related to Endocyte’s activities in distributing
Companion Diagnostic to Customers (“Distribution Failure”) then Merck shall [ * ]; or



 


		(iii)	In the event that the reason for the Supply Failure relates to or arises out of both a Manufacture
Supply Failure and a Distribution Failure, Merck shall have the rights under both Section 6.3.7(c)(i) and (ii).



 


		(d)	In such an event Endocyte will cooperate with Merck in good faith to [ * ]. Notwithstanding
the foregoing, Merck shall not have the right to [ * ] where the inability of Endocyte to fulfill Orders from
Customers is caused by force majeure as defined under Section 14.1, or by any failure on the part of Merck to inform
or provide information to Endocyte with respect to the Regulatory Approval or Pricing Approval timing or anticipated launch of
the Product, or the Forecasted Product Demand.



 


		(e)	“Companion Diagnostic Supply Region” means each of (i) the United States, Mexico
and Canada; (ii) Central America and Latin America, (iii) Mid-Europe I; (iv) Mid-Europe II; (iv) Middle East; (v) Africa; (vi)
China, Japan and Korea; (vii) Other Asian countries; and (vii) Australia and Oceania.



 


		(f)	“Orders” means orders for the Companion Diagnostic received by Endocyte from
Customers which are both (i) within the forecasts agreed upon by such Customer and Endocyte, or such other reasonable quantity
parameters as may be applicable and agreed upon by such Customer and Endocyte, if any, and (ii) not, in the aggregate, greater
than one hundred [ * ] percent ([ * ]%) of the Forecasted Product Demand but only for a period
of [ * ] after First Commercial Sale of a Product or of a Product in a new Indication by Merck in a Companion
Diagnostic Supply Region.



 


		(g)	“Customer” means any Third Party distributor, or nuclear medicine or imaging
facility, or pharmacy which places orders for the Companion Diagnostic directly with Endocyte.



 


DILIGENCE.


 


		1.154	Product Diligence. Merck will use Commercially Reasonable Efforts
to Develop the Product in [ * ]. In addition, Merck will use Commercially Reasonable
Efforts to Develop and Commercialize the Product in each of the Initial Indications, each of the Additional Indications and [ * ],
and any other Indications which Merck may pursue pursuant to Article 4 [ * ]
in the Field in the Territory. 






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		1.155	Companion Diagnostic Diligence. Endocyte will use Commercially
Reasonable Efforts to Develop and Commercialize the Companion Diagnostic in the Field in the Territory. Without limiting the foregoing,
such efforts shall include Developing and Commercializing the Companion Diagnostic in each country in the Territory in which Merck
is Developing and Commercializing Compound or Product (including any new Indications of the Product) and in accordance with [ * ].
In the event that Endocyte anticipates that it will be unable to have the Companion Diagnostic available for Development or Commercial
use in sufficient time for Merck’s requirements and timeline for the Product in a given country and/or regulatory jurisdiction,
it shall so notify Merck, and Endocyte shall have the right to [ * ] and Endocyte
shall [ * ] with respect to the applicable countries or regulatory jurisdictions.
In the event that Endocyte breaches its diligence obligations set forth in this Section 7.2, Merck shall have the right
to [ * ], but only with respect to the country(ies) or regulatory jurisdiction(s)
to which such breach relates, and Endocyte shall [ * ] with respect to the applicable
countries or regulatory jurisdictions. In addition, in the event of such breach, (a) where such breach relates to a country and/or
regulatory jurisdiction in the Royalty Territory, Endocyte shall [ * ] for such
country and/or regulatory jurisdiction; and (b) where such breach relates to the Co-Promotion Territory, [ * ].
Such remedy shall be Endocyte’s sole liability, and Merck’s sole and exclusive remedy, for Endocyte’s breach
of its diligence obligations under this Section 7.2, and such a breach shall not give rise to any rights under Section
13.4.



 


CONFIDENTIALITY
AND PUBLICATION.


 


		1.156	Nondisclosure Obligation. All Information disclosed by one Party
to the other Party hereunder (the disclosing Party’s “Confidential Information”)
shall be maintained in confidence by the receiving Party and shall not be disclosed to any Third Party or used for any purpose
except as set forth herein without the prior written consent of the disclosing Party, except to the extent that such Information:



 


		1.156.1	is known by the receiving Party at the time of its receipt, and not through a prior disclosure
by the disclosing Party, as documented by the receiving Party’s business records;



 


		1.156.2	is in the public domain by use and/or publication before its receipt from the disclosing Party,
or thereafter enters the public domain through no fault of the receiving Party;



 


		1.156.3	is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is
not under an obligation of confidentiality to the disclosing Party;



 


		1.156.4	is developed by the receiving Party independently of Information received from the disclosing Party,
as documented by the receiving Party’s business records; or



 


		1.156.5	is disclosed to governmental or other regulatory agencies in order to obtain patents or to gain
or maintain approval to conduct clinical trials or to market Product, but such disclosure may be only to the extent reasonably
necessary to obtain patents or authorizations.



 


Notwithstanding
the foregoing exceptions Section 8.1.1 through 8.1.5, all Program Know-How [ * ]. The Program Know-How
[ * ].





 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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Any combination of features or
disclosures shall not be deemed to fall within the foregoing exclusions merely because individual features are published or available
to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation
are published or available to the general public or in the rightful possession of the receiving Party.


 


		1.157	Authorized Disclosures. Each Party may disclose the other Party’s Confidential Information
to the extent reasonably:



 


		1.157.1	deemed necessary by the receiving Party to be disclosed to such Party’s Related Parties or
Affiliates, agent(s), consultant(s), and/or other Third Parties for the
Development, Manufacturing and/or Commercialization of Compound, Product or the Companion Diagnostic or Diagnostic Follow-On (or
for such entities to determine their interest in performing such activities) in accordance with this Agreement on the condition
that such Third Parties agree to be bound by confidentiality and non-use obligations that substantially are no less stringent than
those confidentiality and non-use provisions contained in this Agreement; or



 


		1.157.2	deemed necessary by counsel to the receiving Party to be disclosed to such Party’s attorneys,
independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial
advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial
advisors agree to be bound by the confidentiality and non-use obligations contained in this Agreement; provided, however,
that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10)
years; or



 


		1.157.3	deemed necessary by the receiving Party to be disclosed to any bona fide potential or actual investor,
investment banker, acquirer, merger partner, or other potential or actual financial partner; provided that in connection with such
disclosure, the disclosing Party shall inform each disclosee of the confidential nature of such Confidential Information and cause
each disclosee to treat such Confidential Information as confidential.



 


If a Party is required by judicial
or administrative process to disclose Confidential Information that is subject to the non-disclosure provisions of Section 8.1,
such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an
opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative
process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 8.1, and the Party
disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including without
limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information.


 


		1.158	Endocyte Know-How. Endocyte agrees to [ * ],
it being understood that Endocyte shall at all times have the right to disclose, license, or otherwise transfer to any Third Party
any Endocyte Existing Know-How [ * ] for use in the development, manufacture
or commercialization of products or compounds other than the Compound or Product.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		1.159	Publication. Merck and Endocyte each acknowledge the other Party’s
interest in publishing the results of its activities under this Agreement in order to obtain recognition within the scientific
community and to advance the state of scientific knowledge. Each Party also recognizes the mutual interest in obtaining valid patent
protection and in protecting business interests and trade secrets. Consequently, except for disclosures otherwise permitted pursuant
to this Article 8, either Party, its employees, Related Parties, Affiliates, or consultants wishing to make a publication
or presentation of its activities under the Initial Indications Development Plan or any other Product Development Plan in which
the Companion Diagnostic is used to identify or assess patients, shall deliver to the other Party a copy of the proposed written
publication or an outline of an oral disclosure at least [ * ] days prior to
submission for publication or presentation. The reviewing Party shall have the right (a) to propose modifications to the publication
or presentation to prevent the disclosure of such Party’s Confidential Information or (b) to request a reasonable delay in
publication or presentation in order to protect patentable information. If the reviewing Party requests a delay in publication
for purposes of protecting patentable information, the publishing Party shall delay submission or presentation for a period of
[ * ] days to enable filing of patent applications protecting each Party’s
rights in such information. Upon expiration of such [ * ], the publishing Party
shall be free to proceed with the publication or presentation. If the reviewing Party requests modifications to the publication
or presentation for purposes of protecting its Confidential Information, the publishing Party shall edit such publication to prevent
disclosure of such Confidential Information prior to submission of the publication or presentation. Otherwise, Merck, its employees,
Related Parties, or consultants shall be permitted to make a publication or presentation of its activities under this Agreement
subject to the review process set forth in this Section 8.4 and Endocyte, its employees, Affiliates, or consultants shall
be permitted to make a publication or presentation of its activities under this Agreement subject to the review process set forth
in this Section 8.4.



 


		1.160	Publicity/Use of Names.



 


		1.160.1	The Parties agree that the material terms of this Agreement are the Confidential Information of
both Parties, subject to the special authorized disclosure provisions set forth in Section 8.2 and this Section 8.5.
The Parties have agreed to make a joint press release of the execution of this Agreement substantially in the form attached hereto
as Schedule 8.5. After the release of such joint press release, no disclosure of the existence, or the terms, of this Agreement
may be made by either Party without following the procedure set forth in Section 8.5.2 or 8.5.3, as applicable, and
no Party shall use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employee(s) in
any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express
written permission of the other Party, except as may be required by law or as otherwise expressly provided in this Agreement.



 


		1.160.2	After the release of the initial joint press release, if either Party or its Affiliates desires
to make a press release or other similar public announcement concerning the existence and material terms of this Agreement or,
in the case of Endocyte, any activities under this Agreement relating to either the Product or the Companion Diagnostic, such Party
shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and
approval (except as otherwise provided herein), such approval not to be unreasonably withheld; provided, however, in the case of
a press release or governmental filing required by Applicable Law, such Party shall provide the other Party with such advance notice
as it reasonably can and shall not be required to obtain approval therefor. Merck shall be entitled to make a press release or
other similar public announcement concerning any activities under this Agreement without the prior consent of Endocyte, provided
that Merck agrees to provide Endocyte with reasonable prior notice of the text of such announcement. A Party commenting on any
proposed press release shall provide its comments, if any, within [ * ] business days after receiving the press
release for review. Notwithstanding the above, Endocyte shall have the right to make a press release (a) regarding the start and
completion of the PROC Clinical Trials, (b) regarding any material change to the PROC Protocol, (c) regarding any material change
to the supply of Doxil prior to date Regulatory Approval is obtained in the EU, or (d) announcing the achievement of each milestone
under this Agreement after it is achieved and the amount thereof, in each case (a) and (d) subject only to the review procedure
set forth in the preceding sentence. In relation to Merck’s review of such an announcement, Merck may make specific, reasonable
comments on such proposed press release within the prescribed time for commentary, but shall not withhold its consent to disclosure
of the information that the relevant milestone or Product Approval has been achieved and triggered a payment hereunder. Neither
Party shall be required to seek the permission of the other Party to repeat any information regarding the terms of this Agreement
that have already been publicly disclosed by such Party, or by the other Party, in accordance with this Section 8.5.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		1.160.3	The Parties acknowledge that either or both Parties may be obligated to file a copy of this Agreement
with the SEC or other Government Authorities. Each Party shall be entitled to make such a required filing, provided that it requests
confidential treatment of at least the commercial terms and sensitive technical terms hereof and thereof to the extent such confidential
treatment is reasonably available to such Party. In the event of any such filing, each Party will provide the other Party with
a copy of the Agreement marked to show provisions for which such Party intends to seek confidential treatment and shall reasonably
consider and incorporate the other Party’s comments thereon to the extent consistent with the legal requirements governing
redaction of information from material agreements that must be publicly filed.



 


PAYMENTS;
ROYALTIES AND REPORTS


 


		1.161	License Fee. In consideration for the licenses granted herein under the Endocyte Patent
Rights and Endocyte Know-How, Merck shall pay to Endocyte a one-time, non-refundable, non-creditable payment of One Hundred Twenty
Million US Dollars (US $120,000,000) [ * ] the Effective Date.



 


		1.162	Milestone Payments. Merck shall pay to Endocyte the following one-time, non-refundable,
creditable (only as expressly provided in this Agreement) milestone payments in connection with the achievement of the applicable
milestone by any Product (for clarity, there shall be no milestone payments due in connection with the Companion Diagnostic):






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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	PRODUCT DEVELOPMENT MILESTONES:	 	AMOUNT:
	[ * ]	 	$	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]
	[ * ]	 	$ 	[ * ]


 


* In the event that [ * ]
solely for purposes of determining whether the above milestones have been satisfied.


 


For purposes of the above milestones,
in the event that the Phase III Clinical Trial is conducted as a part of a Phase II/III Clinical Trial, the milestone shall be
met upon Commencement of the Phase III Clinical Trial portion of such Phase II/III Clinical Trial. Merck shall notify Endocyte
in writing within [ * ] days following the achievement of each milestone, and shall make the appropriate milestone
payment within [ * ] days after the achievement of such milestone. The milestone payment shall be payable only
upon the initial achievement of such milestone and no amounts shall be due hereunder for subsequent or repeated achievement of
such milestone.


 


		1.163	Sales Milestones. Merck shall make each of the one-time, non-refundable,
non-creditable milestone payments indicated below to Endocyte when aggregate annual Net Sales of all Products in the Territory
calculated on a rolling Calendar Quarter basis first reach the corresponding US Dollar values (for clarity, there shall be no milestone
payments due in connection with sales of the Companion Diagnostic):






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






    	Page 48



    	 



    
 


	SALES-BASED MILESTONE	 	AMOUNT
	Total annual worldwide Net Sales of all Products greater than $[ * ]	 	$	[ * ]
	Total annual worldwide Net Sales of all Products greater than $[ * ]	 	$ 	[ * ]
	Total annual worldwide Net Sales of all Products greater than $[ * ]	 	$ 	[ * ]
	Total annual worldwide Net Sales of all Products greater than $[ * ]	 	$ 	[ * ]
	Total annual worldwide Net Sales of all Products greater than $[ * ]	 	$ 	[ * ]


 


Merck
shall notify Endocyte in writing within [ * ] days following the end of the
Calendar Quarter in which the milestone is achieved, and shall make the appropriate milestone payment within [ * ]
days after the end of such Calendar Quarter. 


 


		1.164	Royalties.



 


		1.164.1	Royalties Payable By Merck. During the Royalty Term, Merck shall pay Endocyte non-refundable,
non-creditable royalties, calculated on a Product-by-Product, country-by-country basis, on the annual Net Sales of Products in
the Royalty Territory as follows (for clarity, no royalties shall be payable for sales of the Companion Diagnostic):



 


	Annual Net Sales of a Product in the Royalty Territory	 	Royalty Rate	 
	For that portion of annual worldwide Net Sales of Product less than or equal to $[ * ] in any Calendar Year	 	[ * ]	%
	For that portion of annual worldwide Net Sales of Product greater than $[ * ] but less than or equal to $[ * ] in any Calendar Year	 	[ * ]	%
	For that portion of annual worldwide Net Sales of Product greater than $[ * ] but less than or equal to $[ * ] in any Calendar Year	 	[ * ]	%
	For that portion of annual worldwide Net Sales of Product greater than $[ * ] in any Calendar Year	 	[ * ]	%


 


		1.164.2	Royalty Term. Royalties on each Product at the rates set forth above or in Section 9.4.3
shall be payable by Merck commencing on the First Commercial Sale and continuing on a country-by-country basis until the expiration
of the later of: (i) [ * ] (the “Royalty Term”). For clarity, a Valid Patent Claim that does
not [ * ] shall not be used to measure the Royalty Term.



 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






    	Page 49



    	 



    
  


		1.164.3	Know-How Royalty. Notwithstanding the provisions of Section 9.4.1, in countries
in the Royalty Territory where the sale of Product by Merck or its Related Parties would not, absent the licenses granted in this
Agreement and any sublicenses thereof, infringe a Valid Patent Claim corresponding to such Product in such country, Merck shall
pay royalties at royalty rates that shall be set at [ * ] percent ([ * ]%) of the applicable
royalty rate determined according to Section 9.4.1 for the Royalty Term. Such royalties shall be calculated after first
calculating royalties under Section 9.4.1.



 


		1.164.4	Conditions. All royalties are subject to the following conditions:



 


		(a)	that only one royalty shall be due with respect to the same unit of Product;



 


		(b)	that no royalties shall be due upon the sale or other transfer among Merck or its Related Parties,
but in such cases the royalty shall be due and calculated upon Merck’s or its Related Party’s Net Sales to the first
independent Third Party;



 


		(c)	no royalties shall accrue on the sale or other disposition of Product by Merck or its Related Parties
for use in a Clinical Trial; and



 


		(d)	no royalties shall accrue on the disposition of Product in reasonable quantities by Merck or its
Related Parties as samples (promotion or otherwise) or as donations (for example, to non-profit institutions or government agencies
for a non-commercial purpose).



 


		1.164.5	Compulsory Licenses. If a compulsory license is granted to a Third Party with respect to
Product in any country in the Royalty Territory with a royalty rate lower than the royalty rate provided by Section 9.4.1,
then the royalty rate to be paid by Merck on Net Sales in that country under Section 9.4.1 shall be [ * ].



 


		1.164.6	Third Party Licenses. In the event that Merck determines in good faith that one or more
patent licenses from other Third Parties are required by Merck or its Related Parties in order to exercise the licenses granted
to Merck pursuant to Section 2.1 with respect to the [ * ] (hereinafter “Third Party Licenses”),
and Merck enters into such Third Party Licenses, the Parties shall be responsible for the consideration actually paid under such
Third Party Licenses as follows:



 


		(a)	Endocyte shall be one hundred percent (100%) responsible for Third Party Licenses that were entered
into by Endocyte prior to or on the Effective Date;



 


		(b)	with respect to Third Party Licenses entered into after the Effective Date of this Agreement (whether
by Endocyte or by Merck),



 


		(i)	in the event that such Third Party License is required by Merck or its Related Parties in order
to exercise the licenses granted to Merck pursuant to Section 2.1 in the Royalty Territory, Merck shall be entitled to off-set
[ * ] percent ([ * ]%) of the [ * ] Merck pays to the Third Party for sales
of a particular Product in a country against any [ * ] due to Endocyte for sales of such Product in such country;
provided that in no event shall such reductions reduce the royalty owed to Endocyte for such
sales of the Product below [ * ] percent ([ * ]%) of the total royalties due to Endocyte under
this Section 9.4 for Net Sales of such Product during the applicable royalty period, or



 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 






    	Page 50



    	 



    
 


		(ii)	in the event that such Third Party License is required by Merck or its Related Parties in order
to exercise the licenses granted to Merck pursuant to Section 2.1 in the Co-Promotion Territory, [ * ]
of the consideration actually paid under such Third Party License, which shall be accounted for in the US Adjusted Net Sales as
set forth in Schedule 1.117.



 


		1.164.7	Reports; Payment of Royalty. During the term of this Agreement following the First Commercial
Sale of a Product, Merck shall furnish to Endocyte a quarterly written report for each Calendar Quarter showing, on a country-by-country
and Product-by-Product basis, the gross sales and calculation of Net Sales, showing the aggregate deductions from gross sales (as
such term is defined by Merck in its standard practices) under the definition of Net Sales, of all Products subject to royalty
payments sold by Merck and its Related Parties in the Royalty Territory during the reporting period and the royalties payable under
this Agreement. Reports shall be due on the [ * ] day following the close of each Calendar Quarter. Royalties
shown to have accrued by each royalty report shall be due and payable on the date such royalty report is due. Merck shall keep
complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined.



 


		1.164.8	Sharing of US Adjusted Net Sales. Endocyte shall receive an amount equal to fifty percent
(50%) of all US Adjusted Net Sales arising from the Net Sales of Product in the Co-Promotion Territory. Within [ * ]
days after the end of each Calendar Quarter, each Party shall submit to the other Party a statement setting forth the Allowable
Expenses it incurred in such calendar quarter. Commencing with the First Commercial Sale of any Product in the U.S., in each Calendar
Quarter Merck shall notify Endocyte of any loss incurred for the US Adjusted Net Sales within [ * ] days after
the end of such Calendar Quarter and (a) if the Allowable Expenses incurred by Endocyte for such Calendar Quarter are less than
its share of such negative US Adjusted Net Sales, Endocyte shall pay the difference between the Allowable Expenses incurred by
Endocyte and fifty percent (50%) of such losses to Merck within [ * ] days after the end of such Calendar Quarter,
except for that portion that Endocyte has the right to defer pursuant to Section 5.2.2(b) (the “Quarterly Deferred
Costs”, and the aggregate of all Quarterly Deferred Costs, the “Total Deferred Costs”), and (b) if
the Allowable Expenses incurred by Endocyte for such Calendar Quarter exceed its share of negative US Adjusted Net Sales, Merck
shall pay the difference between the Allowable Expenses incurred by Endocyte and fifty percent (50%) of such losses to Endocyte
within [ * ] days after the end of such Calendar Quarter. For each Calendar Quarter in which US Adjusted Net Sales
is positive, Merck shall pay Endocyte fifty percent (50%) of such profits plus the Allowable Expenses incurred by Endocyte in such
Calendar Quarter, less deduction for any Total Deferred Costs as set forth above and in Section 5.2.2(b) that Merck has
not credited to milestone payments under Section 9.2, to Endocyte within [ * ] days after the end of such
Calendar Quarter. Sharing of US Adjusted Net Sales shall extend under this Agreement for so long as the Product is sold in the
Co-Promotion Territory, whether by Merck, its Affiliates, sublicensees or successors in interest.



 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 






    	Page 51



    	 



    



 


		1.165	Record-Keeping and Audit.



 


		1.165.1	Each Party and its Affiliates shall maintain complete and accurate books and records of account,
in accordance with generally accepted accounting principles, of all transactions and other business activities under this Agreement,
sufficient to confirm the accuracy of all reports furnished by a Party to the other Party under this Agreement, and all payments
by a Party to the other Party under this Agreement. Upon reasonable written notice to a Party, but no more often than once per
Calendar Year, such Party shall permit an independent certified public accountant of national standing designated by the other
Party and reasonably acceptable to the audited Party to audit such books and records of account of such Party from the previous
[ * ] months during regular business hours in order to confirm the accuracy and completeness of all such reports
and all such payments. The accounting firm shall disclose to the Party requesting the audit only whether the audited reports are
correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to the Party
requesting the audit.



 


		1.165.2	The Party requesting an audit shall bear all costs and expenses incurred in connection with any
such audit; provided, however, that if any such audit correctly identifies any underpayments by the audited Party hereunder
or overpayments by the auditing Party that are the fault of the audited Party hereunder in excess of [ * ] percent
([ * ]%) of the amount actually payable by such Party to the Party requesting the audit hereunder, or [ * ],
whichever is greater, then, in addition to paying the full amount of such underpayment or overpayment plus interest (as set forth
in Section 9.8) from the original due date, the audited Party shall reimburse the other Party for all reasonable costs and
expenses incurred by such Party in connection with that audit, in each case within [ * ] days after the accounting
firm’s report.



 


		1.165.3	The audited Party shall not be required to maintain books and records for more than [ * ]
years following the end of any Calendar Year.



 


		1.165.4	The Party requesting an audit shall treat all financial information subject to review under this
Section 9.5 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting
firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such information
in confidence pursuant to such confidentiality agreement.



 


		1.166	Payment Exchange Rate. All payments to be made under this Agreement
shall be made in United States dollars and may be paid by check made to the order of Endocyte or Merck, as the case may be, or
bank wire transfer in immediately available funds to such bank account in the United States as may be designated in writing by
Endocyte or Merck from time to time. In the case of sales outside the United States, the rate of exchange to be used in computing
the monthly amount of currency equivalent in United States dollars due Endocyte shall be made at the monthly rate of exchange utilized
by Merck in its worldwide accounting system, prevailing on the third to the last business day of the month preceding the month
in which such sales are recorded by Merck.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.167	Tax.



 


		1.167.1	Income Tax Withholding. Endocyte shall be liable for all income and other taxes (including
interest) (“Taxes”) imposed upon any payments made by Merck to Endocyte under this Article 9 (“Agreement
Payments”). If applicable laws, rules or regulations require the withholding of Taxes, Merck shall make such withholding
payments and shall subtract the amount thereof from the Agreement Payments. Merck shall submit to Endocyte appropriate proof of
payment of the withheld Taxes as well as the official receipts within a reasonable period of time. Merck shall provide Endocyte
reasonable assistance in order to allow Endocyte to obtain the benefit of any present or future treaty against double taxation
which may apply to the Agreement Payments.



 


		1.167.2	If Merck is required to make a payment to Endocyte subject to a deduction or withholding of Tax,
and if such deduction or withholding of Tax obligation arises as a result of any action by Merck, including an assignment of this
Agreement, or any failure on the part of Merck to comply with Applicable Laws, that has the effect of modifying the Tax treatment
or increasing the Tax of Endocyte (a “Merck Withholding Tax Action”), then the payment by Merck (in respect of which
such deduction or withholding of Tax is required to be made) shall be increased by the amount necessary (the “Additional
Tax”) to ensure that Endocyte receives an amount equal to the amount that it would have received had no such Merck Withholding
Tax Action occurred. The Additional Tax, along with any other Tax deducted and withheld from the payment made by Merck, shall be
timely remitted to the proper Governmental Authority for the account of Endocyte in accordance with Applicable Laws.



 


		1.167.3	VAT. All prices are exclusive of sales, use, GST, VAT, excise, and other taxes, duties or
charges of a similar nature imposed by any federal, state, provincial, or local government, or other taxing authority. If any sales,
use, GST, VAT, excise, and other taxes, duties or charges of a similar nature will be chargeable, the paying Party shall pay, or
upon receipt of invoice from the receiving Party shall reimburse, these in addition to the sums otherwise payable, at the
rate in force at the due time for payment or such other time as is stipulated under the relevant legislation.



 


		1.168	Late Payments. If a Party does not receive payment of any sum due to it on or before the
due date therefor, simple interest shall thereafter accrue on the sum due to such Party from the due date until the date of payment
at a per-annum rate of [ * ] or the maximum rate allowable by applicable law, whichever is less.



 


REPRESENTATIONS
AND WARRANTIES


 


		1.169	Representations
                                                                                                         And Warranties of Each
                                                                                                         Party.
                                                                                                         Each Party represents
                                                                                                         and warrants to the other
                                                                                                         Party that as of the
                                                                                                         Effective Date:



 


		1.169.1	it has the full right, power and authority to enter into this Agreement and to perform its obligations
hereunder; and



 


		1.169.2	this Agreement has been duly executed by it and is legally binding upon it, enforceable in accordance
with its terms, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party
or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other
agency having jurisdiction over it.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.170	Endocyte Representations and Warranties. Endocyte represents and warrants to Merck that
as of the Execution Date:



 


		1.170.1	to the best of Endocyte’s knowledge, the Endocyte Licensed Patent Rights in existence as
of the Execution Date are not invalid or unenforceable, in whole or in part;



 


		1.170.2	it has not previously assigned, transferred, conveyed or otherwise encumbered its right, title
and interest in Endocyte Patent Rights or Endocyte Know-How in a manner that would prevent it from granting the licenses under
the Endocyte Patent Rights and Endocyte Know-How as purported to be granted to Merck in this Agreement;



 


		1.170.3	to the best of Endocyte’s knowledge, it is the sole and exclusive owner of the Endocyte Patent
Rights and Endocyte Know-How (except for Endocyte Patent Rights (including those Patent Rights listed on Schedule 1.36(f)) and
Endocyte Know-How that are licensed to Endocyte from Purdue under the Purdue Agreement), all of which are (and shall be, in the
case of Endocyte Program Patent Rights and Endocyte Program Know-How) free and clear of any liens, charges and encumbrances, and
no other Person, including any corporation or other private entity, or governmental entity or subdivision thereof, has any claim
of ownership whatsoever with respect to the Endocyte Patent Rights and Endocyte Know-How;



 


		1.170.4	to the best of Endocyte’s knowledge, the exercise of the license granted to Merck under the
Endocyte Patent Rights and Endocyte Know-How, including without limitation the development, manufacture, use, sale and import of
Compound and Products, does not infringe any valid and enforceable intellectual property rights owned or possessed by any Third
Party;



 


		1.170.5	there are no claims, judgments or settlements against or owed by Endocyte and, to the best of Endocyte’s
knowledge, no pending or threatened claims or litigation, relating to the Endocyte Patent Rights and Endocyte Know-How;



 


		1.170.6	Endocyte has disclosed to Merck [ * ]; and



 


		1.170.7	Endocyte has disclosed to Merck the existence of any [ * ] of the Endocyte Patent
Rights and Endocyte Know-How as contemplated in this Agreement as of the Execution Date.



 


		1.171	Disclaimer of Warranty. Except as expressly set forth in this Agreement, each Party expressly
disclaims, waives, releases, and renounces any representation or warranty of any kind, express or implied either in fact or by
operation of law, by statute or otherwise, whether written or oral, or arising from course of performance, course of dealing or
usage of trade, including, without limitation, any representation or warranty with respect to non-infringement, value, adequacy,
freedom from fault, quality, efficiency, suitability, characteristics or usefulness, or merchantability or fitness for a particular
purpose.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






    	Page 54



    	 



    



 


		1.172	Limitation of Liability. NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY
ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, EACH PARTY’S PERFORMANCE OR
LACK OF PERFORMANCE HEREUNDER, OR ANY LICENSE GRANTED HEREUNDER, EXCEPT FOR DAMAGES ARISING FROM A BREACH OF ARTICLE 8; PROVIDED
THAT THE FOREGOING SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR DAMAGES AVAILABLE FOR BREACHES
OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 8.



 


IP
Ownership/PATENT/trademark PROVISIONS.


 


		1.173	Ownership of Program IP. All rights, title and interest in or
to any and all Program IP shall be determined in accordance with the following terms and conditions:



 


		1.173.1	Merck shall own all Program Know-How [ * ], and Endocyte shall own all Program
Know-How [ * ]. [ * ].



 


		1.173.2	As between the Parties, Merck shall own all Inventions made solely by one or more employees, agents
or consultants of Merck, its Related Parties, or its subcontractors, and all Program Patent Rights claiming or covering such Inventions.
As between the Parties, Endocyte shall own all Inventions made solely by one or more employees, agents or consultants of Endocyte,
its Affiliates or its subcontractors, and all Program Patent Rights claiming or covering such Inventions. Endocyte and Merck shall
jointly own all Inventions made by one or more employees, agents or consultants of Endocyte or its Affiliates or subcontractors,
together with one or more employees, agents or consultants of Merck or its Related Parties or its subcontractors, and all Program
Patent Rights claiming or covering such Inventions. Inventorship shall be determined in accordance with U.S. patent laws.



 


		1.173.3	In the event of a dispute regarding ownership, within [ * ] days of either Party
raising such dispute in writing, the Parties shall establish a procedure to resolve such dispute, which may include engaging independent
Third Party patent attorneys jointly selected by the Parties to resolve such dispute, whose decision will be final and binding
on the Parties. In the event the Parties cannot agree on such procedure within an additional [ * ] days, then
such dispute shall be resolved as provided under Section 14.6. The Parties acknowledge that the ownership rights set out
in this Section 11.1 are subject to the terms and conditions of this Agreement (including the license granted by Endocyte
to Merck), and subject thereto and to the Parties’ other intellectual property rights, each Party shall be free to use and
exploit (which shall include the right to grant licenses under and assign its interest in) any jointly owned Program Patent Rights
and Inventions, without any requirement to obtain the consent of or duty of accounting to the other Party during the term and after
expiry or termination of this Agreement.



 


		1.173.4	To the extent that a Party utilizes Third Party contractors to perform any of its activities under
this Agreement, such Party shall ensure that such Third Party contractors are obligated to assign rights to any Program Patent
Rights and/or Program Know-How made by such Third Party contractors to the Party engaging such Third Party so that such rights
can be conveyed in accordance with the terms and conditions of this Section 11.1.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.174	Filing, Prosecution and Maintenance of Patents.



 


		1.174.1	Endocyte shall have the sole right to Prosecute in the Territory, except as otherwise provided
in this Section 11.2 and Section 11.3, the Endocyte Licensed Patent Rights and Endocyte Program Patent Rights. With
respect to Merck Program Patent Rights and Joint Program Patent Rights, Merck shall have the first right to Prosecute. In each
case, the Prosecuting Party shall give the non-Prosecuting Party an opportunity to review the text of the application before filing,
shall consult with the non-Prosecuting Party with respect thereto, and shall supply the non-Prosecuting Party with a copy of the
application as filed, together with notice of its filing date and serial number. Endocyte shall keep Merck advised of the status
of the actual and prospective patent filings for Endocyte Patent Rights and shall provide Merck advance copies of any papers related
to and the opportunity to comment on the Prosecution of Endocyte Licensed Patent Rights and Endocyte Program Patent Rights. Endocyte
shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Endocyte Licensed
Patent Rights or Endocyte Program Patent Rights licensed to Merck for which Endocyte is responsible for Prosecution. With respect
to all Prosecutions under this Section 11.2.1, those Patent Rights that Endocyte is Prosecuting shall be referred to as
"Endocyte Prosecution Patent Rights" and those Patent Rights that Merck is Prosecuting shall be referred to as
"Merck Prosecution Patent Rights." For clarity, Endocyte shall have the right to file continuation or divisional
patent applications (or foreign equivalent, if applicable) with respect to any Endocyte Product Specific Patent Right. Such patent
application shall be deemed an Endocyte Genus Patent Right if such patent application (a) does not specifically claim a Compound
or the use, formulation or manufacture thereof, or patient selection method for therapy with a Compound, and (b) claims or covers
a Compound, Product or Companion Diagnostic, or the manufacture, formulation or use of a Compound, Product or Companion Diagnostic.



 


		1.174.2	Upon Merck’s reasonable request and Endocyte’s consent, which shall not be unreasonably
withheld or delayed, at any time during the pendency of a [ * ] Patent, [ * ] Patent or [ * ]
Patent, Endocyte shall, where allowed by Applicable Laws, file a continuation or divisional patent application (or foreign equivalent,
if applicable) that (a) claims priority to any such [ * ] Patent, [ * ] Patent or [ * ]
Patent and (b) claims a Compound or a Product containing a Compound (but no other compound or product), which patent application
shall be deemed an Endocyte Product-Specific Patent Right.



 


		1.174.3	Endocyte may, in its sole discretion, give Merck an opportunity to review advance copies and to
make comments on any paper related to the Prosecution of Endocyte Priority Patents prior to their submission made in connection
with such Prosecution, and will consider in good faith Merck’s reasonable requests for information with respect to the Prosecution
of the Endocyte Priority Patents.



 


		1.174.4	Endocyte shall give notice to Merck of any decision to cease Prosecution of any Endocyte Prosecution
Patent Rights on a country by country basis in the Territory at least [ * ] days before any deadline for taking
action to avoid abandonment (or other loss of rights) and, in such case, shall permit Merck, in its sole discretion, to continue
Prosecution of such Endocyte Prosecution Patent Rights. If Merck elects to continue Prosecution, Endocyte shall execute such documents
and perform such acts as may be reasonably necessary to effect an assignment of such Endocyte Prosecution Patent Rights to Merck
in a timely manner to allow Merck to continue such Prosecution, at Merck’s sole expense (which expenses shall not be included
as Allowable Expenses). Any Patent Rights so assigned shall no longer be considered Endocyte Patent Rights.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.174.5	Merck shall give notice to Endocyte of any decision to cease Prosecution of any Joint Program Patent
Rights on a country by country basis in the Territory at least [ * ] days before any deadline for taking action
to avoid abandonment (or other loss of rights) and, in such case, shall permit Endocyte, in its sole discretion, to continue Prosecution
of such Joint Program Patent Rights. If Endocyte elects to continue Prosecution, Merck shall execute such documents and perform
such acts as may be reasonably necessary to effect an assignment of Merck’s interest in such Joint Program Patent Rights
to Endocyte in a timely manner to allow Endocyte to continue such Prosecution, at Endocyte’s sole expense (which expenses
shall not be included as Allowable Expenses). Any Patent Rights so assigned shall no longer be considered Joint Program Patent
Rights and shall not be considered Endocyte Program Patent Rights.



 


		1.174.6	With respect to any Endocyte Product-Specific Patent Rights and Endocyte Program Patent Rights,
[ * ] shall [ * ] and [ * ] and [ * ] after the Effective Date
in connection with [ * ]; provided that [ * ] shall have the right to [ * ]
and [ * ] for [ * ] in the Co-Promotion Territory as [ * ]. [ * ]
shall provide [ * ] with written [ * ] within [ * ] days of the end of each
Calendar Quarter containing, in [ * ], all [ * ] and [ * ] in connection with
[ * ] of Endocyte Product-Specific Patent Rights and Endocyte Program Patent Rights for the previous Calendar
Quarter. [ * ]. Notwithstanding anything to contrary above, in the event that [ * ] or its Affiliates
[ * ] any of the Endocyte Program Patent Rights for [ * ], [ * ] shall only
be required to [ * ] of the [ * ]. By way of example, if [ * ] an [ * ]
under the Endocyte Program Patent Rights [ * ], [ * ] shall [ * ] to [ * ]
for [ * ] of the [ * ] for those Endocyte Program Patent Rights that are subject [ * ].
[ * ] shall give notice to [ * ] of any desire to [ * ] related to [ * ]
of any Endocyte Product-Specific Patent Right or Endocyte Program Patent Right, including in any individual countries in the Territory.
Upon such notice, Endocyte's obligations to keep Merck advised of the status of the actual and prospective patent filings and provide
Merck advance copies of any papers related to and the opportunity to comment on the Prosecution of such Endocyte Product-Specific
Patent Right or Endocyte Program Patent Right shall cease, and such Endocyte Product-Specific Patent Right or Endocyte Program
Patent Right shall no longer be included in the licenses under Sections 2.1.1 and 2.2.1.



 


		1.174.7	Endocyte shall bear all costs and expenses incurred in connection with the Prosecution of the Endocyte
Genus Patent Rights, which costs and expenses shall not be included in Allowable Expenses. Merck shall bear all costs and expenses
incurred in connection with the prosecution of the Merck Prosecution Patent Rights; provided that Merck shall have the right to
include any such costs and expenses for Prosecution of the Joint Program Patent Rights (but not the Merck Program Patent Rights)
in the Co-Promotion Territory as Allowable Expenses.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.175	Interference, Opposition, Post-grant Review, Reexamination, Supplemental Examination and Reissue.



 


		1.175.1	Endocyte shall, within [ * ] days of learning of any request for, or filing or
declaration of, any interference, opposition, post-grant review, reexamination, supplemental examination or reissue relating to
Endocyte Prosecution Patent Rights, inform Merck of such event. If such proceeding relates to an Endocyte Product-Specific Patent
Right or Endocyte Program Patent Right, Merck and Endocyte shall thereafter consult and cooperate fully to determine a course of
action with respect to such proceeding, and Merck shall have the right to review and approve any submission to be made in connection
with such proceeding. If such proceeding relates to an Endocyte Genus Patent Right, Endocyte agrees to give Merck an opportunity
to review advance copies and to make comments on any paper related to such proceeding prior to its submission.



 


		1.175.2	Endocyte shall not initiate any interference, reexamination, supplemental examination or reissue
proceeding relating to Endocyte Product-Specific Patent Rights or Endocyte Program Patent Rights without the prior written consent
of Merck, which consent shall not be unreasonably withheld or delayed.



 


		1.175.3	In connection with any interference, opposition, post-grant review, reexamination, supplemental
examination or reissue proceeding relating to Endocyte Product-Specific Patent Rights or Endocyte Program Patent Rights, Merck
and Endocyte will cooperate fully and will provide each other with any information or assistance that either may reasonably request.
Endocyte shall keep Merck informed of developments in any such action or proceeding, including, to the extent permissible by law,
consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto.
Endocyte shall not settle any such proceeding in a manner that would adversely affect the scope, exclusivity or duration of any
Endocyte Product-Specific Patent Right or Endocyte Program Patent Right without Merck's prior written consent, which shall not
be unreasonably withheld or delayed.



 


		1.175.4	Merck shall, within [ * ] days of learning of any request for, or filing or declaration
of, any interference, opposition, post-grant review, reexamination, supplemental examination or reissue relating to Joint Program
Patent Rights, inform Endocyte of such event. In connection with any such interference, opposition, post-grant review, reexamination,
supplemental examination or reissue proceeding, Merck and Endocyte will cooperate fully and will provide each other with any information
or assistance that either may reasonably request. Merck shall keep Endocyte informed of developments in any such action or proceeding,
including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations
and the terms of any offer related thereto.



 


		1.175.5	Merck shall not initiate any interference, reexamination, supplemental examination or reissue proceeding
relating to Joint Program Patent Rights without the prior written consent of Endocyte, which consent shall not be unreasonably
withheld or delayed.



 


		1.175.6	Merck shall bear the expense of any interference, opposition, post-grant review, reexamination,
supplemental examination or reissue proceeding relating to Endocyte Product-Specific Patent Rights, Endocyte Program Patent Rights
and Merck Prosecution Patent Rights, and shall have the right to include such expenses with respect to Endocyte Product-Specific
Patent Rights, Endocyte Program Patent Rights and Joint Program Patent Rights in the Co-Promotion Territory as Allowable Expenses.
Endocyte shall bear the expense of any interference, opposition, post-grant review, reexamination, supplemental examination or
reissue proceeding relating to Endocyte Genus Patent Rights, which expenses shall not be included as Allowable Expenses.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.176	Enforcement and Defense.



 


		1.176.1	Each Party shall give the other Party notice of (i) any infringement of Endocyte Patent Rights
(other than Companion Diagnostic Patents) on account of a Third Party’s manufacture, use or sale of a Product in the Field
(a “Product Patent Infringement”), (ii) any misappropriation or misuse of Endocyte Know-How related to a Compound
or Product (a "Product Know-How Misappropriation"), and (iii) any infringement of Endocyte Patent Rights or misappropriation
or misuse of Endocyte Know-How that is not a Product Patent Infringement or Product Know-How Misappropriation, in each case (i)-(iii)
that may come to such Party’s attention. In the case of a Product Patent Infringement or Product Know-How Misappropriation,
Merck and Endocyte shall promptly thereafter consult and cooperate fully to determine a course of action, including but not limited
to the commencement of legal action by either or both Merck and Endocyte, to terminate such Product Patent Infringement or Product
Know-How Misappropriation.



 


		1.176.2	Merck, upon notice to Endocyte, shall have the first right to initiate and prosecute a legal action
at its own expense and in the name of Endocyte and Merck, or to control the defense of any declaratory judgment action, in each
case to the extent relating to any Product Patent Infringement or Product Know-How Misappropriation; provided that with respect
to a Product Patent Infringement of the Endocyte Genus Patent Rights (other than Companion Diagnostic Patents): (a) the consultation
under the last sentence of Section 11.4.1 shall include a determination of the strategy for such legal action, and Merck
shall not take any action with respect to such legal action that is inconsistent with the strategy agreed by the Parties, (b) Merck
shall keep Endocyte regularly informed of developments in such legal action, consider in good faith Endocyte’s reasonable
comments on such legal action, and seek Endocyte’s consent to any important aspects of such action, including filing material
papers to the competent court, which consent shall not be unreasonably withheld or delayed, and (c) Merck shall not settle any
such action in a manner that would adversely affect the scope, exclusivity or duration of any Endocyte Genus Patent Rights without
Endocyte’s prior written consent, which shall not be unreasonably withheld or delayed. Merck shall promptly notify Endocyte
if it elects not to exercise such first right, and upon such notice, or if Merck does not commence such enforcement or defense
(or take action to settle or otherwise secure the abatement of such Product Patent Infringement or Product Know-How Misappropriation)
within [ * ] days after notice under Section 11.4.1 (or [ * ] days after notice under
Section 11.4.9), Endocyte shall thereafter have the right to either initiate and prosecute such action or to control the
defense of such declaratory judgment action in the name of Endocyte and, if necessary, Merck.



 


		1.176.3	Endocyte shall have the sole right, but no obligation, to initiate and prosecute a legal action
at its own expense and in the name of Endocyte and Merck with respect to the Endocyte Genus Patent Rights or Endocyte Know-How
wherein the infringement or misappropriation is not a Product Patent Infringement or Product Know-How Misappropriation, respectively,
and to control the defense of any declaratory judgment action with respect to the Endocyte Genus Patent Rights that does not relate
to a Product Patent Infringement. For clarity, Endocyte shall have the sole right, but not obligation, to initiate and prosecute
a legal action, at its own expense and in its own name, against any infringement of the Companion Diagnostic Patents, and to control
the defense of any declaratory judgment with respect to the Companion Diagnostic Patents.



 


		1.176.4	Each Party shall have the right to be represented by counsel of its own choice in any action that
such Party brings under Section 11.4.2.






 


[ * ] = Certain
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and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.176.5	In the event that Merck elects not to (or fails to within the applicable time period) initiate
and prosecute an action with respect to a Product Patent Infringement or Product Know-How Misappropriation as provided in Section
11.4.1, and Endocyte elects to do so, the costs of any agreed-upon course of action to terminate the infringement or misappropriation
or misuse, including without limitation the costs of any legal action commenced or the defense of any declaratory judgment, shall
be shared equally by Endocyte and Merck, subject to Section 11.4.7.



 


		1.176.6	For any action to terminate any Product Patent Infringement or Product Know-How Misappropriation,
in the event that Merck is unable to initiate or prosecute such action solely in its own name, Endocyte will join such action voluntarily
and will execute and cause its Affiliates to execute all documents necessary for Merck to initiate litigation to prosecute and
maintain such action. In connection with any action under this Section 11.4.6, Merck and Endocyte will cooperate fully and
will provide each other with any information or assistance that either may reasonably request. Each Party shall keep the other
informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation on and approval
of any settlement, the status of any settlement negotiations and the terms of any offer related thereto.



 


		1.176.7	The Party bringing an action under Section 11.4.2 shall bear all costs and expenses it incurs
in connection therewith; provided that (a) with respect to enforcement or defense of Endocyte Patent Rights under Section
11.4.2 in the Co-Promotion Territory, such costs and expenses will be included as Allowable Expenses; (b) Merck shall bear
all costs and expenses incurred by Endocyte in connection with actions that Endocyte joins pursuant to the first sentence of Section
11.4.6, which costs and expenses will be included as Allowable Expenses to the extent related to enforcement or defense of
Endocyte Patent Rights in the Co-Promotion Territory; and (c) costs shared by Endocyte and Merck under Section 11.4.5 will
be included as Allowable Expenses to the extent related to enforcement or defense of Endocyte Patent Rights in the Co-Promotion
Territory. Except as provided above, each Party shall bear all costs and expenses it incurs in connection with its representation
in any action brought by the other Party that it voluntarily joins, and such costs and expenses shall not be included in Allowable
Expenses.



 


		1.176.8	Any recovery obtained by either or both Merck and Endocyte in connection with or as a result of
any action contemplated by this Section, whether by settlement or otherwise, shall be shared in order as follows:



 


		(a)	With respect to the enforcement or defense of Patent Rights in the Royalty Territory:



 


		(i)	the Party which initiated and prosecuted the action shall recoup all of its costs and expenses
incurred in connection with the action;



 


		(ii)	the other Party shall then, to the extent possible, recover its costs and expenses incurred in
connection with the action; and



 


		(iii)	the amount of any recovery remaining shall then be allocated [ * ] percent ([ * ]%)
to the Party that initiated and prosecuted (or defended) the action and [ * ] percent ([ * ]%)
to the other Party:






 


[ * ] = Certain
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and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		(b)	With respect to the enforcement or defense of Patent Rights in the Co-Promotion Territory, such
recovery shall be deemed Net Sales for purposes of determining the US Adjusted Net Sales.



 


		1.176.9	Each Party shall inform the other Party of any certification regarding any Endocyte Patent Rights
it has received pursuant to either 21 U.S.C. §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions or
any similar provisions in a country in the Territory other than the United States in connection with an application for Product
Approval naming a Product or Compound as the reference listed drug, and shall provide the other Party with a copy of such certification
within [ * ] days of receipt. Endocyte’s and Merck’s rights with respect to the initiation and prosecution
of any legal action as a result of such certification or any recovery obtained as a result of such legal action shall be as defined
in Sections 11.4.1 through 11.4.8; provided, however, that Merck shall exercise its first right to
initiate and prosecute any action and shall inform Endocyte of such decision within [ * ] days of receipt of the
certification, after which time Endocyte shall have the right to initiate and prosecute such action if Merck has not then done
so. Regardless of which Party has the right to initiate and prosecute such action, both Parties shall, as soon as practicable after
receiving notice of such certification, convene and consult with each other regarding the appropriate course of conduct for such
action. The non-initiating Party shall have the right to be kept fully informed and participate in decisions regarding the appropriate
course of conduct for such action, and the right to join and participate in such action as and to the extent provided in Sections
11.4.1 through 11.4.6.



 


		1.177	Orange Book Listing.  Upon Endocyte’s receipt of a notice of allowance (or equivalent)
of an applicable Endocyte Patent Right, Endocyte shall promptly provide Merck with all information reasonably required by Merck
to list such Endocyte Patent Right for a Product in the Orange Book maintained by the FDA or similar or equivalent patent listing
source, if any, in other countries in the Territory (collectively, “Orange Book and Equivalents”). Merck shall,
as and to the extent consistent with Applicable Laws, timely file all appropriate information with the Regulatory Authorities in
applicable countries, including the U.S., to list all Endocyte Patent Rights and Merck Program Patent Rights applicable to Products
in the Orange Book and Equivalents, and Merck shall use Commercially Reasonable Efforts to obtain and maintain such listings for
Products.



 


		1.178	Cooperation and Patent Term Restoration.



 


		1.178.1	Each Party acknowledges that this Agreement is a “joint research agreement” as defined
in 35 U.S.C. §103(c)(3). The Parties agree to cooperate and to take reasonable actions to maximize the protections available
under the safe harbor provisions of 35 U.S.C. 103(c) for US patents and patent applications; provided that neither Party shall
invoke the CREATE Act (including filing a terminal disclaimer) in the
course of Prosecution under Section 11.2 without first obtaining the prior written consent of the other Party, which consent
shall not be unreasonably withheld or delayed. If a Party has a duty to disclose Confidential Information of the other Party
under 37 C.R.F. § 1.56, such Party shall notify the other Party prior to making any such disclosure. Unless otherwise agreed
by the other Party, a Party may disclose Confidential Information of the other Party to the USPTO only in accordance with the USPTO’s
rules for submitting confidential information as set forth in M.P.E.P. §724.02 and as amended.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.178.2	The Parties shall consult with and cooperate with each other, including by providing necessary
information and assistance as the other Party may reasonably request, in obtaining patent term restoration or supplemental protection
certificates or their equivalents in any country in the Territory where applicable to Endocyte Patent Rights and to Products. Merck
shall have the right with respect to a Product and on a country-by-country basis to select the patent or patents that will be the
subjects to such a patent term restoration or supplemental protection certificates or equivalents, taking into account Endocyte’s
reasonable comments, and Endocyte agrees to abide by such election in good faith; provided that Merck shall not have the right
to select any Endocyte Genus Patent Right without Endocyte’s prior written consent, which shall not be unreasonably withheld.
It shall not be unreasonable for Endocyte to withhold its consent if (a)
[ * ] and (b) the Endocyte Genus Patent Right selected by Merck [ * ].



 


		1.179	Patents Licensed from Third Parties.  Each Party’s rights under this Article 11
with respect to any patent application or patent licensed to the other Party by a Third Party shall be subject to the rights of
such Third Party to prosecute, defend and enforce such patent application or patent.



 


		1.180	Patent Marking. Merck shall, and shall require its Related Parties to, mark Products sold
by it hereunder (in a reasonable manner consistent with industry custom and practice) with appropriate patent numbers or indicia
to the extent required by Applicable Laws.



 


		1.181	Product Trademarks. 



 


		1.181.1	Endocyte Product Trademarks. Immediately upon execution of this agreement, Endocyte shall
transfer all right, title and interest in the Endocyte Product Trademarks worldwide except for in the United States. With respect
to Endocyte Product Trademarks in the United States, Endocyte shall use the Endocyte Product Trademarks in connection with the
PROC Clinical Trial and, following such use, Endocyte shall obtain trademark registrations in the United States based upon this
use. As soon as Endocyte has obtained such trademark registrations in the United States, Endocyte shall transfer all of its right,
title and interest in the Endocyte Product Trademarks in the United States to Merck. In consideration for such assignment, Merck
shall reimburse all of Endocyte’s reasonable and documented internal and external expenses in connection with the Endocyte
Product Trademarks, whether incurred before, on or after the Execution Date, including, without limitation, expenses in connection
with trademark office filings, expenses in connection with obtaining approval from the Name Review Group of the EMA (the “NRG”),
and costs for market research and other research conducted by Addison Whitney. Endocyte shall invoice Merck for such expenses following
assignment of the Endocyte Product Trademarks to Merck, and Merck shall pay such invoice within [ * ] days after
receipt thereof.



 


		1.181.2	New Product Trademarks. Merck shall have the right, in its sole discretion, to determine
the Product-related trademarks to be used in connection with Commercializing the Product worldwide; provided that any such Product-related
trademark is not the same as or confusingly similar to any Companion Diagnostic Trademark. Merck shall own all right, title, and
interest in and to all Product Trademarks developed for the Product after the Effective Date. Merck shall be solely responsible,
at its expense, for filing, prosecuting, maintaining, defending and enforcing the Product Trademarks; provided that all expenses
incurred by Merck in connection with the Product Trademarks (other than the Endocyte Product Trademarks) in the Co-Promotion Territory
shall (to the extent falling with the definition of Patent and Trademark Expenses) be included as Allowable Expenses. Endocyte
shall reasonably cooperate with Merck, at Merck’s expense, to obtain approval from the NRG for two Product Trademarks (other
than the Endocyte Product Trademarks).






 


[ * ] = Certain
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and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.181.3	Companion Diagnostic Trademarks. Endocyte shall have the right, in its sole discretion,
to determine the Companion Diagnostic-related trademarks to be used in connection with commercializing the Companion Diagnostic
worldwide. Endocyte shall own all right, title, and interest in and to all Companion Diagnostic Trademarks. Endocyte shall be solely
responsible, at its expense, for filing, prosecuting, maintaining, defending and enforcing the Companion Diagnostic Trademarks.



 


Indemnification/insurance


 


		1.182	Indemnification By Merck. Merck shall indemnify, defend and hold Endocyte, its Affiliates
and their respective agents, employees, officers and directors (each an "Endocyte Indemnitee") harmless from and
against any and all Third Party claims, suits, actions, demands, liabilities, expenses and/or loss, including reasonable legal
expense and attorneys’ fees (collectively, "Losses") to which any Endocyte Indemnitee may become subject
as a result of any claim, demand, action or other proceeding by any person or entity other than a Party or its Affiliates to the
extent such Losses arise directly or indirectly out of (i) the research, Development, Manufacture, use, sale or other disposition
of any Compound and/or Product by Merck, except to the extent such Losses constitute US Products Liability Losses, which shall
be shared by the Parties in accordance with Schedule 1.117 (US Adjusted Net Sales); (ii) Merck’s failure to comply
with Applicable Laws; (iii) Merck’s breach of any covenant, representation, warranty or other agreement made by Merck in
this Agreement, or (iv) the gross negligence or willful misconduct of any of the Merck Indemnitees; except, in each case, to the
extent such Losses result from the material breach by Endocyte, its Affiliates, sublicensees or subcontractors of any covenant,
representation, warranty or other agreement made by Endocyte in this Agreement or the negligence or willful misconduct of any Endocyte
Indemnitee or otherwise are Losses as to which Endocyte indemnifies Merck under Section 12.2.



 


		1.183	Indemnification by Endocyte. Endocyte shall indemnify, defend and hold Merck, its Related
Parties and their respective agents, employees, officers and directors (each a "Merck Indemnitee") harmless from
and against any and all Losses, to which any Merck Indemnitee may become subject as a result of any claim, demand, action or other
proceeding by any person or entity other than a Party or its Affiliates to the extent such Losses arise directly or indirectly
out of (i)  the research, Development, Manufacture, use, sale or other disposition of
the Companion Diagnostic by Endocyte, except to the extent such Losses constitute US Products Liability Losses, which shall be
shared by the Parties in accordance with Schedule 1.117 (US Adjusted Net Sales); (ii) Endocyte’s breach of any of
its representations and warranties set forth in Article 10 of this Agreement; (iii) Endocyte’s failure to
comply with Applicable Laws; (iv) Endocyte’s use of any Compound and/or Product Manufactured by or on behalf of Endocyte;
or (v) the gross negligence or willful misconduct of any of the Endocyte Indemnitees; except, in each case, to the extent
such Losses result from the material breach by Merck, its Related Party or subcontractors of any covenant, representation, warranty
or other agreement made by Merck in this Agreement or the negligence or willful misconduct of any Merck Indemnitee or otherwise
are Losses as to which Merck indemnifies Endocyte under Section 12.1.






 


[ * ] = Certain
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and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		1.184	Notice of Indemnification Obligation and Defense. Any Party entitled to indemnification
under Section 12.1 or 12.2 shall give notice to the indemnifying Party of any Losses that may be subject to indemnification,
promptly after learning of such Losses, but the omission to so notify the indemnifying Party promptly will not relieve the indemnifying
Party from any liability under Section 12.1 or 12.2 except to the extent that the indemnifying Party shall have been prejudiced
as a result of the failure or delay in providing such notice. The indemnifying Party shall assume the defense of such Losses with
counsel reasonably satisfactory to the indemnified Party. If such defense is assumed by the indemnifying Party, the indemnifying
Party will not be subject to any liability for any settlement of such Losses made by the indemnified Party without its consent
(but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any
separate counsel retained by the indemnified Party with respect to such Losses. The indemnified Party shall provide the indemnifying
Party with all information in its possession and all assistance reasonably necessary to enable the indemnifying Party to carry
on the defense of any such Losses.



 


		1.185	Insurance.



 


		1.185.1	Endocyte hereby represents that it has insurance covering product liability and general liability,
and that it has and will maintain such coverage for the Term and for a period of two (2) years after the expiration of this Agreement
or the earlier termination thereof. Such insurance is in an amount which is reasonable and customary in the global medical device
and diagnostics industry for companies of comparable size and activities and is sufficient to cover its obligations under this
Agreement. If requested by Merck, Endocyte will provide Merck with certificates of insurance demonstrating such coverage.



 


		1.185.2	Merck hereby represents that it is self-insured for product liability and general liability, and
that it has and will maintain such coverage for the Term and for a period of two (2) years after the expiration of this Agreement
or the earlier termination thereof. Such self-insurance is in an amount which is reasonable and customary in the global pharmaceutical
industry for companies of comparable size and activities and is sufficient to cover its obligations under this Agreement.



 


Article 2 TERM AND TERMINATION


 


		2.1	HSR Act. To the extent required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (“HSR Act”), each Party will (i) file or cause to be filed, as promptly as practicable after the
date hereof, with the United States Federal Trade Commission (“FTC”) and the United States Department of Justice
(“DOJ”), all reports and other documents required to be filed by such Party under the HSR Act concerning the
transactions contemplated hereby and (ii) promptly comply with or cause to be complied with any requests by the FTC or DOJ for
additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the
transactions contemplated hereby under the HSR Act will expire as soon as practicable after the date hereof. Each Party agrees
to request, and to cooperate with the other Party in requesting, early termination of any applicable waiting period under the HSR
Act. Each Party shall be responsible for its own costs, expenses, and filing fees in connection with the filings. This Agreement
is effective on the earlier of: (i) the date after which the waiting period pursuant to the HSR Act has expired, (ii) the date
on which the transaction contemplated in this Agreement has been approved by the FTC and DOJ, and (iii) if the Parties agree that
no filing is required under the HSR Act, the Execution Date (“Effective Date”), except that the following provisions
shall be effective on the Execution Date: Section 13.1 and Articles 1, 8 and 10.






 


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and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 





 






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		2.2	Term And Expiration. This Agreement shall be effective as of the Effective Date and unless
terminated earlier pursuant to Sections 13.3 or 13.4, this Agreement shall continue in full force and effect until expiration
of all payment (including sharing of US Adjusted Net Sales) obligations hereunder (the “Term”). Upon expiration
of this Agreement, Merck's licenses pursuant to Section 2.1.1 and 2.2.1 shall become fully paid-up, perpetual licenses
and Endocyte’s covenant in Section 2.2.2 shall continue until such time as Merck is no longer selling Product.



 


		2.3	Termination By Merck.  Notwithstanding anything contained herein to the contrary, Merck
shall have the right to terminate this Agreement at any time in its sole discretion by giving [ * ] days’
advance written notice to Endocyte.



 


		2.4	Termination for Cause.



 


		2.4.1	Cause for Termination. This Agreement may be terminated at any time during the term of this
Agreement:



 


		(a)	upon written notice by either Party if the other Party is in breach of its material obligations
hereunder by causes and reasons within its control and has not cured such breach within [ * ] days (after notice
requesting cure of the breach; provided, however, in the event of a good faith dispute with respect to the existence
of a material breach, the [ * ] day cure period shall be tolled until such time as the dispute is resolved pursuant
to Section 14.6; provided, however, that Merck shall not have the right to terminate this Agreement for Endocyte’s
material breach of Section 7.2, the exclusive remedy for which shall be as set forth in such section; or



 


		(b)	by either Party upon the filing or institution of bankruptcy, reorganization, liquidation or receivership
proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided,
however, that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if
the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within [ * ] days after the
filing thereof ("Insolvency Events"); or



 


		(c)	upon written notice by Endocyte if Merck or any of its Related Parties (directly or indirectly,
individually or in association with any other person or entity) Challenges any Endocyte Patent Right anywhere in the world, except
to the extent such Challenge is made in defense of a suit or other action by Endocyte or its Affiliates asserting an Endocyte Patent
Right against Merck or its Related Parties.



 


		2.4.2	Effect of Termination.



 


		(a)	If Merck terminates this Agreement under Section 13.4.1, the rights and obligations of the
Parties hereunder shall terminate as of the effective date of such termination and:






 


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		(i)	No later than [ * ] days after the effective date of such termination, each Party
shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all
copies thereof; provided, however, that each Party may retain any Information reasonably necessary for such Party’s
continued practice under any license(s) which do not terminate pursuant to this Section, and may keep one copy of Information received
from the other Party in its confidential files for record purposes.



 


		(ii)	Endocyte shall, within [ * ] days after the effective date of such termination
return or cause to be returned to Merck all Products, Compounds, and all substances or compositions delivered or provided by Merck,
as well as any other material provided by Merck in any medium.



 


		(iii)	Each Party shall pay all amounts then due and owing as of the termination effective date.



 


		(iv)	Endocyte shall transfer to Merck, to the extent not previously provided, a copy of any Program
Data and provide access to Endocyte Know-How in its possession or under its control relating to the Compound or Product.



 


		(v)	Upon Merck’s request, Endocyte will transfer to Merck any ongoing Clinical Trials that Endocyte,
its Affiliates or sublicensees are conducting with respect to the Compound and/or Product.



 


		(vi)	With respect to [ * ], Endocyte agrees as follows:



 


		(A)	Endocyte will provide to Merck at Merck’s request, a copy of all data developed by Endocyte
and Endocyte Know-How in Endocyte’s possession or under its Control relating to [ * ], including without
limitation all information contained in Endocyte’s regulatory and/or safety databases, all in the format then currently maintained
by Endocyte.



 


		(B)	Endocyte will provide to Merck [ * ] held by Endocyte or its Affiliates to the
extent necessary [ * ] clause (D) below, and, if such [ * ] Endocyte or its Affiliates as of
the date of termination, Endocyte shall inform Merck of the status of any such [ * ] and provide to Merck a [ * ]
prepared by Endocyte or its Affiliates; provided that Merck [ * ] by or on behalf of Merck and its Related
Parties and Merck’s indemnification obligation under Section 12.1 shall apply with respect to [ * ].



 


		(C)	if Endocyte is as of such time and as between the Parties, exclusively responsible for the [ * ],
Endocyte shall, at Merck's request, provide reasonable [ * ]. In addition, Endocyte shall use reasonable commercial
efforts to facilitate the [ * ]. If any such [ * ].






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






    	Page 66



    	 



    



 


		(D)	Effective only in event of such termination, Endocyte hereby grants to Merck [ * ].



 


		(E)	Endocyte shall grant to Merck a [ * ] Endocyte or its Affiliates.



 


		(vii)	Effective only in the event of such termination, Endocyte hereby grants to Merck an exclusive (even
as to Endocyte), sublicensable, royalty bearing license in the Field in the Territory under Endocyte Patent Rights, Endocyte Know-How,
and Product Trademarks to make, have made, use, offer to sell, sell, import and otherwise Develop and Commercialize Compound and
Product; subject to Merck continuing to make all payments owed to Endocyte under Article 9, except that (i) [ * ].



 


		(viii)	except as set forth in this Section 13.4.2(a) and for the surviving provisions set
forth in Section 13.5, the rights and obligations of the Parties hereunder shall terminate.



 


		(b)	If Endocyte terminates this Agreement under Section 13.4.1 or Merck terminates this Agreement
under Section 13.3, the rights and obligations of the Parties hereunder shall terminate as of the effective date of such
termination and:



 


		(i)	Merck’s licenses pursuant to Sections 2.1.1, 2.2.1, and 2.1.3 shall terminate
as of such termination effective date.



 


		(ii)	No later than [ * ] days after the effective date of such termination, each Party
shall return or cause to be returned to the other Party all Information in tangible form received from the other Party and all
copies thereof; provided, however, that each Party may retain any Information reasonably necessary for such Party’s
continued practice under any license(s) which do not terminate pursuant to this Section, and may keep one copy of Information received
from the other Party in its confidential files for record purposes.



 


		(iii)	Each Party shall pay all amounts then due and owing as of the termination effective date.



 


		(iv)	Merck will provide to Endocyte at Endocyte’s request, a copy of all data developed by Merck
and provide access to Merck Program Know-How in Merck’s possession or under its control relating to any Compound or Products
reasonably necessary for Endocyte’s continued Development, Manufacture and/or Commercialization of the Compounds and Products,
including without limitation all information contained in Merck’s regulatory and/or safety databases, all in the format then
currently maintained by Merck.



 


		(v)	Merck will assign and transfer to Endocyte, or to an Affiliate or Third Party designated by Endocyte,
at Endocyte’s request, all Regulatory Approvals, including Product Approvals, and Regulatory Filings, for Compound and/or
Product held by Merck, its Affiliates or its Related Parties and, if such Product Approvals have not been obtained by Merck or
its Related Parties as of the date of termination, Merck shall inform Endocyte of the status of any such Product Approvals or Regulatory
Filings in progress and provide to Endocyte any such Product Approvals in progress prepared by Merck or its Related Parties, [ * ].






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






    	Page 67



    	 



    



 


		(vi)	If, as between the Parties, Merck is responsible for the Manufacture of the Compound or Product,
Merck shall, at Endocyte's request, provide reasonable technical assistance and transfer all Merck Know-How necessary to Manufacture
such Compound and Product to Endocyte or its designee. In addition, Merck shall use reasonable commercial efforts to facilitate
the execution by any Third Party Manufacturers any Manufacturing agreements with Endocyte relating to Compounds or Products. If
any such Third Party contract manufacturer does not enter into such contracts, then Merck shall reasonably cooperate with Endocyte
to negotiate for the continuation of supply from such Third Party, and Merck shall supply such Compounds or Products, as applicable,
to Endocyte for a reasonable period (not to exceed [ * ] months) until Endocyte establishes an alternate, validated
source of supply for the Products. The cost to Endocyte for such supply shall be at [ * ].



 


		(vii)	Effective only in the event of such termination, Merck hereby grants to Endocyte an exclusive,
worldwide, [ * ] license, with the right to sublicense through multiple tiers, under Merck Program Patent Rights
and Merck Know-How existing at the time of termination to use, Develop, Manufacture, or Commercialize the Compound and/or Product.
Endocyte’s license under this Section 13.4.2(b)(vii) shall be limited solely to the right to develop, make, have made,
use, import, export, commercialize, offer to sell and sell such Compound and/or Product in the Field; provided, however, that if
there are any [ * ].



 


		(viii)	Merck and its Affiliates, sublicensees and distributors shall be entitled, during the [ * ]
period immediately following the effective date of termination, to finish any work-in-progress and to sell any Products or Compound
remaining in inventory, in accordance with the terms of this Agreement; provided, however, that Endocyte shall have
the right to purchase from Merck any Products or Compound remaining in inventory as of the effective date of termination (that
are not then committed to be supplied to any Third Party or Related Party, in the ordinary course of business), at a price equal
to [ * ].



 


		(ix)	Merck shall assign to Endocyte all right, title and interest in and to the trademarks owned by
Merck and used in connection with the Products, excluding any such trademarks that include, in whole or part, any corporate name
or logo of Merck or its Related Parties.



 


		(x)	except as set forth in this Section 13.4.2(b) and for the surviving provisions set
forth in Section 13.5, the rights and obligations of the Parties hereunder shall terminate.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






    	Page 68



    	 



    



 


		(c)	All rights and licenses now or hereafter granted by Endocyte to Merck or by Merck to Endocyte pursuant
to this Agreement, including the licenses granted to Merck in Sections 2.1.1 and 2.2.1, are, for purposes of Section
365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined in the Bankruptcy Code. Upon
the occurrence of any Insolvency Event with respect to a party, the other party, as licensee of certain rights under this Agreement,
shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Further, each Party agrees and acknowledges
that all payments by Merck to Endocyte hereunder, other than the royalty payments under Section 9.4.1, do not constitute
royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder.
Endocyte and Merck acknowledge and agree that "embodiments" of intellectual property within the meaning of Section 365(n)
of the Bankruptcy Code include, without limitation, laboratory notebooks, product samples and inventory, research studies and data,
and Regulatory Approvals. Each party shall, during the term of this Agreement, create and maintain current copies or, if not amenable
to copying, detailed descriptions or other appropriate embodiments, to the extent feasible, of all such intellectual property.
Each party (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall:



 


		(i)	as the other party may elect in a written request, immediately upon such request (A) perform all
of the obligations provided in this Agreement to be performed by such party including, where applicable, providing to the other
party portions of such intellectual property (including embodiments thereof) held by such party and/or such successors and assigns
or otherwise available to them; or (B) provide to the other party all such intellectual property (including all embodiments thereof)
held by such party and/or such successors and assigns or otherwise available to them; and



 


		(ii)	not interfere with the other party’s rights under this Agreement, or any supplemental agreement,
to such intellectual property (including such embodiments), including any right to obtain such intellectual property (or such embodiments)
from another entity.



 


		(d)	If (i) a case under the Bankruptcy Code is commenced by or against a party, (ii) this Agreement
is rejected as provided in the Bankruptcy Code, and (iii) the other party elects to retain its rights hereunder as provided in
Section 365(n) of the Bankruptcy Code, then such party (in any capacity, including debtor-in-possession) and its successors and
assigns (including any trustee) shall provide to the other party all such intellectual property (including all embodiments thereof)
held by such party and such successors and assigns, or otherwise available to them, immediately upon the other party’s written
request. Whenever a party or any of its successors or assigns provides to the other party any of the intellectual property licensed
hereunder (or any embodiment thereof) pursuant to this Section 13.4.2(d), the other party shall have the right to perform
such party’s obligations hereunder with respect to such intellectual property, but neither such provision nor such performance
by the other party shall release such party from liability resulting from rejection of this Agreement or the failure to perform
such obligations.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






    	Page 69



    	 



    



 


		(e)	All rights, powers and remedies of a party provided herein are in addition to and not in substitution
for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code)
in the event of the commencement of a case under the Bankruptcy Code with respect to the other party. The parties agree that they
intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Bankruptcy Code Section
365(n):



 


		(i)	the right of access to any intellectual property (including all embodiments thereof) of the other
party, or any Third Party with whom such party contracts to perform an obligation of such party under this Agreement, and, in the
case of the Third Party, which is necessary for the manufacture, use, sale, import or export of Products; and



 


		(ii)	the right to contract directly with any Third Party to complete the contracted work.



 


The foregoing provisions of Section
13.4.2 are without prejudice to any rights the parties may have arising under the Code or other applicable law.


 


		2.5	Effect of Expiration or Termination; Survival. Expiration or
termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination.
Any expiration or termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued
or accruing under this Agreement prior to expiration or termination, including without limitation the obligation to pay royalties
for Product(s) or Compound sold prior to such expiration or termination. The provisions of Article 8 shall survive the expiration
or termination of this Agreement and shall continue in effect for [ * ] years.
In addition, the provisions of Article 1, Article 12, this Article 13 (to the extent applicable given the
expiration or termination event) and Sections 3.8 (unless already expired), 10.3 and 10.4, and 11.1 shall
survive any expiration or termination of this Agreement.



 


MISCELLANEOUS


 


		2.6	Force Majeure. Neither Party shall be held liable to the other
Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in performing any obligation under
this Agreement to the extent such failure or delay is caused by or results from causes beyond the reasonable control of the affected
Party, potentially including, embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots,
civil commotions, strikes, lockouts or other labor disturbances, fire, floods, or other acts of God, or acts, omissions or delays
in acting by any governmental authority or the other Party. The affected Party shall notify the other Party of such force majeure
circumstances as soon as reasonably practical, and shall promptly undertake all reasonable efforts necessary to cure such force
majeure circumstances.



 


		2.7	Assignment/Change of Control. Except as provided in this Section 14.2, this Agreement
may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party
without the consent of the other Party.



 


		2.7.1	Merck may, without consent of Endocyte, assign this Agreement and its rights and obligations hereunder
in whole or in part to an Affiliate of Merck or in connection with a Change of Control. Endocyte may assign this Agreement in whole
or in part to any Affiliate of Endocyte or in connection with a Change of Control. Any attempted assignment not in accordance with
this Section 14.2 shall be void. Any permitted assignee shall assume all assigned obligations of its assignor under this
Agreement.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		2.7.2	In the event that there is an Endocyte Change of Control, then Endocyte shall provide written notice
to Merck at least [ * ] days prior to the closing of such Change of Control and Merck shall have the one-time
right, at Merck’s election, upon written notice at any time during the [ * ] months after such Change of
Control to implement some or all of the following revisions to this Agreement:



 


		(a)	Merck may require Endocyte to transfer immediately to Merck any ongoing Development activities
that are being conducted by Endocyte in connection with Development of the Product;



 


		(b)	Terminate Endocyte’s Co-Promotion rights under Section 5.2; provided, however, that
if the Change of Control occurs after First Commercial Sales in the Co-Promotion Territory, such termination would be subject to
reasonable (in no event less than [ * ] months) wind-down of Endocyte’s Co-Promotion activities; provided
that Merck shall reimburse Endocyte or its successor-in-interest for any reasonable and documented actual costs associated with
any wind-down of Endocyte’s Co-Promotion activities;



 


		(c)	Terminate and/or restrict Endocyte’s [ * ] or any other [ * ]
under this Agreement or the Co-Promotion Agreement, including any rights Endocyte may have in [ * ] with respect
thereto;



 


		(d)	Merck may limit its obligations to provide Endocyte with any Information regarding the Development,
Manufacture or Commercialization of Products in the Territory, including [ * ] to periodic high level summary
reports that may only be shared at a senior level within Endocyte or such Change of Control Group, and which Information shall
remain subject to Article 8 and the restriction of Sensitive Information as set forth in Section 14.2.2(f).



 


		(e)	Merck may terminate, without penalty Endocyte’s license under Section 2.1.2 to perform
any activities under this Agreement;



 


		(f)	Merck shall have the right to require Endocyte, including the Change of Control party, to adopt
reasonable procedures to be agreed upon in writing with Merck to prevent the disclosure of all Information of Merck (collectively
“Sensitive Information”) beyond Endocyte personnel having access to and knowledge of Sensitive Information prior
to the Change of Control and to control the dissemination of Sensitive Information disclosed after the Change of Control. The purposes
of such procedures shall be to strictly limit such disclosures to only those personnel having a need to know Sensitive Information
in order for Endocyte to perform its obligations or enforce its rights under this Agreement and to prohibit the use of Sensitive
Information for competitive reasons against Merck and its Related Parties and Compounds or Products, including without limitation,
the use of Sensitive Information for the Development or Commercialization of competing products.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






    	Page 71



    	 



    



 


In addition,
in the event of such Endocyte Change of Control, with respect to the obligations of Endocyte [ * ], within [ * ]
days following the consummation of such Change of Control, Endocyte, or its successor-in-interest, shall be required to elect in
writing either to:


 


		(i)	grant to Merck [ * ], pursuant to, and as if the provisions of Section 13.4.2(a)(vi)
applied to such circumstance, in which event Endocyte and its successor-in-interest shall [ * ]; or



 


		(ii)	assume the obligations of Endocyte under this Agreement [ * ], provided, however,
that in the event that Merck [ * ], Endocyte or such successor-in-interest shall [ * ], pursuant
to, and as if the provisions of Section 13.4.2(a)(vi) applied to such circumstance. In the event that Endocyte or its successor-in-interest
disputes under Section 14.6 [ * ], Merck shall [ * ] Endocyte or its successor-in-interest
[ * ] Endocyte or its successor-in-interest and reasonably documented and demonstrated by Endocyte or its successor-in-interest
in connection with [ * ].



 


		2.8	Severability. If any one or more of the provisions contained
in this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired thereby, unless the absence of the invalidated provision(s)
adversely affects the substantive rights of the Parties. The Parties shall in such an instance use their best efforts to replace
the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical,
implement the purposes of this Agreement.



 


		2.9	Notices. All notices which are required or permitted hereunder
shall be in writing and sufficient if delivered personally, sent by facsimile (and promptly confirmed by personal delivery, registered
or certified mail or overnight courier), sent by nationally-recognized overnight courier or sent by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:



 


	if to Endocyte, to:	
        Endocyte, Inc.

        3000 Kent Ave. Suite A1-100

        West Lafayette, IN 47906

        Attention: Chief Executive Officer and
        Head of Business Development

        Facsimile No.: (765) 463-9271

	 	 
	and:	
        Faegre, Baker, Daniels

        600 E. 96th Street, Suite 600

        Indianapolis, Indiana 46240-3789

        Attention: Daniel L. Boeglin

        Facsimile
        No.: (317) 569-4800 







 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






    	Page 72



    	 



    
 


	With a copy to:	
        Cooley LLP

        Five Palo Alto Square

        3000 El Camino Real

        Palo Alto, California 94304-1130

        Attention: Barbara A. Kosacz

        Facsimile: (650) 849-7400

	 	 
	if to Merck, to:	
        Merck Sharp & Dohme Corp.

        One Merck Drive

        P.O. Box 100, WS3A-65

        Whitehouse Station, NJ 08889-0100

        Attention: Office of Secretary

        Facsimile No.: (908)735-1246

	 	 
	and	
        Merck Sharp & Dohme Corp.

        One Merck Drive

        Attention: Chief Licensing Officer

        P.O. Box 100, WS2A-30

        Whitehouse Station, NJ 08889-0100

        Facsimile: (908)735-1214



 


or to such other address(es)
as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such notice
shall be deemed to have been given: (a) when delivered if personally delivered or sent by facsimile on a business day (or if delivered
or sent on a non-business day, then on the next business day); (b) on the business day after dispatch if sent by nationally-recognized
overnight courier; or (c) on the fifth (5th) business day following the date of mailing, if sent by mail.


 


		2.10	Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York and the patent laws of the United
States without reference to any rules of conflict of laws or renvoi. 



 


		2.11	Dispute Resolution. 



 


		2.11.1	The Parties shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy
or claim arising from or related to this Agreement or the breach thereof. If the Parties do not fully settle, and a Party wishes
to pursue the matter, each such dispute, controversy or claim that is not an “Excluded Claim” shall be finally resolved
by binding arbitration in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes
of the American Arbitration Association (“AAA”), and judgment on the arbitration award may be entered in any
court having jurisdiction thereof.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		2.11.2	The arbitration shall be conducted by a panel of three persons experienced in the pharmaceutical
business. Within [ * ] days after initiation of arbitration, each Party shall select one person to act as arbitrator
and the two Party-selected arbitrators shall select a third arbitrator within [ * ] days of their appointment.
If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be
appointed by the AAA. The Parties shall not be obligated to select arbitrators from the AAA panel of arbitrators. The place of
arbitration shall be New York, New York, and all proceedings and communications shall be in English.



 


		2.11.3	Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award
is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek
from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party
pending the arbitration award. The arbitrators shall have no authority to award punitive or any other type of damages not measured
by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees and an equal
share of the arbitrators’ fees and any administrative fees of arbitration.



 


		2.11.4	Except to the extent necessary to confirm an award or as may be required by law, neither a Party
nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties.
In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the
dispute, controversy or claim would be barred by the applicable New York statute of limitations.



 


		2.11.5	The Parties agree that, in the event of a good faith dispute over the nature or quality of performance
under this Agreement, neither Party may terminate this Agreement until final resolution of the dispute through arbitration or other
judicial determination. The Parties further agree that any payments made pursuant to this Agreement pending resolution of the dispute
shall be refunded if an arbitrator or court determines that such payments are not due.



 


		2.11.6	As
                                                                                                               used in this Section,
                                                                                                               the term “Excluded
                                                                                                               Claim”
                                                                                                               shall mean a dispute,
                                                                                                               controversy or
                                                                                                               claim that concerns
                                                                                                               (a) the validity
                                                                                                               or infringement
                                                                                                               of a patent, trademark
                                                                                                               or copyright; (b)
                                                                                                               any antitrust,
                                                                                                               anti-monopoly or
                                                                                                               competition law
                                                                                                               or regulation,
                                                                                                               whether or not
                                                                                                               statutory; (c)
                                                                                                               any disclosure
                                                                                                               in violation of
                                                                                                               Article 8, mis-use
                                                                                                               of or mis-appropriation
                                                                                                               of Information
                                                                                                               of the disclosing
                                                                                                               Party.



 


		2.12	Entire Agreement; Amendments. This Agreement, together with the
Schedules and Exhibits hereto, contains the entire understanding of the Parties with respect to the subject
matter hereof. Any other express or implied agreements and understandings, negotiations, writings and commitments, either oral
or written, in respect to the subject matter hereof are superseded by the terms of this Agreement. The Schedules and Exhibits to
this Agreement are incorporated herein by reference and shall be deemed a part of this Agreement. This Agreement may be amended,
or any term hereof modified, only by a written instrument duly executed by authorized representative(s) of both Parties hereto.



 


		2.13	Headings. The captions to the several Articles, Sections and
subsections hereof are not a part of this Agreement, but are merely for convenience to assist in locating and reading the several
Articles and Sections hereof.



 


		2.14	Independent Contractors. It is expressly agreed that Endocyte
and Merck shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership,
joint venture or agency. Neither Endocyte nor Merck shall have the authority to make any statements, representations or commitments
of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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		2.15	Waiver. The waiver by either Party hereto of any right hereunder,
or of any failure of the other Party to perform, or of any breach by the other Party, shall not be deemed a waiver of any other
right hereunder or of any other breach by or failure of such other Party whether of a similar nature or otherwise.



 


		2.16	Cumulative Remedies. No remedy referred to in this Agreement
is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or
otherwise available under law.



 


		2.17	Waiver of Rule of Construction. Each Party has had the opportunity
to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction
that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.



 


		2.18	Certain Conventions. Any reference in this Agreement to an Article,
Section, subsection, paragraph, clause, Schedule or Exhibit shall be deemed to be a reference to an Article, Section, subsection,
paragraph, clause, Schedule or Exhibit, of or to, as the case may be, this Agreement, unless otherwise indicated. Unless the context
of this Agreement otherwise requires, (a) words of any gender include each other gender, (b) words such as “herein”,
“hereof”, and “hereunder” refer to this Agreement as a whole and not merely to the particular provision
in which such words appear, (c) words using the singular shall include the plural, and vice versa, (d) whenever any provision of
this Agreement uses the term "including" (or "includes"), such term shall be deemed to mean "including
without limitation" (or "includes without limitations"), and (e) references to any Articles or Sections include
Sections and subsections that are part of the references Article or section (e.g., a section numbered "Section 2.2.1"
would be part of "Section 2.2.", and references to "Article 2" or "Section 2.2." would refer to material
contained in the subsection described as "Section 2.2.2").



 


		2.19	Business Day Requirements. In the event that any notice or other
action or omission is required to be taken by a Party under this Agreement on a day that is not a business day then such notice
or other action or omission shall be deemed to required to be taken on the next occurring business day.



 


		2.20	Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.



 


		2.21	Extension to Affiliates.  Merck shall have the right to extend
the rights, licenses, immunities and obligations granted in this Agreement to one or more of its Affiliates (so long as it remains
an Affiliate). All applicable terms and provisions of this Agreement shall apply to any such Affiliate to which this Agreement
has been extended to the same extent as such terms and provisions apply to such Party. Merck shall remain fully liable for any
acts or omissions of its Affiliates.






 


[ * ] = Certain
confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 






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IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the Execution Date.


 


	Merck Sharp & Dohme Research GmbH	 	ENDOCYTE, INC.
	 	 	 
	BY:	/s/ Christoph Brombacher	 	BY:	/s/ P. Ron Ellis
	 	 	 
	NAME: Christoph Brombacher	 	NAME: P. Ron Ellis
	 	 	 
	TITLE: Director	 	TITLE: CEO/President





 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



 



    	Page 76



    	 



    

 


SCHEDULE 1.6


 


[ * ] and [ * ] STRUCTURES


 


[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 77



    	 



    

  


SCHEDULE 1.18


 


Companion Diagnostic Trademark


 


[ * ]


 


[ * ]


 


[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 78



    	 



    

 


SCHEDULE 1.28


 


EC20 STRUCTURE


 





 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 79



    	 



    

 


SCHEDULE 1.29


 


STRUCTURE OF EC145


 





 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 80



    	 



    

SCHEDULE 1.36


 


ENDOCYTE LICENSED PATENT RIGHTS


 


Schedule 1.36(a) – [ * ]
Patents


 


	BT Matter+	 	Country	 	Title	 	App No	 	Filed	 	Patent No.	 	Issued	 	Status
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]


+ "BT" : Barnes & Thornburg LLP (Indianapolis,
IN)


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 81



    	 



    

 


Schedule 1.36(b) – [ * ]
Patents


 


	BT Matter+	 	Country	 	Title	 	App No	 	Filed	 	Patent No.	 	Issued	 	Status
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]


+ "BT" : Barnes & Thornburg LLP (Indianapolis,
IN)


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 82



    	 



    

 


Schedule 1.36(c) – [ * ]
Patents


 


	BT Matter+	 	Country	 	Title	 	App No	 	Filed	 	Patent No.	 	Issued	 	Status
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]


+ "BT" : Barnes & Thornburg LLP (Indianapolis,
IN)


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 83



    	 



    

 


Schedule 1.36(d) – Misc. Patent


 


	BT Matter+	 	Country	 	Title	 	App No	 	Filed	 	Patent No.	 	Issued	 	Status
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]


+ "BT" : Barnes & Thornburg LLP (Indianapolis,
IN)


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 84



    	 



    

 


Schedule 1.36(e) – Compound/Product
Specific Patents


 


	BT Matter+	 	Country	 	Title	 	App No	 	Filed	 	Patent No.	 	Issued	 	Status
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]


+ "BT" : Barnes & Thornburg LLP (Indianapolis,
IN)


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 85



    	 



    

 


Schedule 1.36(f) – [ * ]
Patents


 


A. [ * ] 


 


	
        BT Matter+
	 	Country	 	Title	 	App No	 	Filed	 	Patent No.	 	Issued	 	Status
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]


 


B. [ * ]


 


	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]


+ "BT" : Barnes & Thornburg LLP (Indianapolis,
IN)


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 86



    	 



    

 


Schedule 1.36(g) – [ * ]
Patents 


 


	
        BT Matter+
	 	Country	 	Title	 	App No	 	Filed	 	Patent No.	 	Issued	 	Status
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.


 






    	Page 87



    	 



    

 


	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	 	 	 	 	[ * ]


+ "BT" : Barnes & Thornburg LLP (Indianapolis,
IN)


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	Page 88



    	 



    

 


SCHEDULE 1.99


 


PRODUCT TRADEMARKS


 


[ * ]


 


[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 1.117


 


US ADJUSTED NET SALES


 


It is the intent of the Parties that the
profits or losses resulting from the commercialization of Product in the United States be allocated 50/50 between Endocyte and
Merck. This Schedule is intended to set forth a methodology for calculating US Adjusted Net Sales for such Product.


 


"US Adjusted Net Sales"
shall, with respect to each Product and as incurred in a given Calendar Quarter for such Product, mean the sum equal to (i) Net
Sales, if any, for such Product for such Calendar Quarter less (ii) Allowable Expenses for such Product incurred in such Calendar
Quarter.


 


The following definitions shall be utilized
in calculating Allowable Expenses in each Calendar Quarter.


 


"Allowable Expenses" shall,
with respect to such Product, mean those expenses incurred for such Product which are generally consistent with Merck’s Product
Commercialization Plan and estimated budget and are specifically attributable to such Product in the U.S., and shall, with respect
to such Product, consist of Cost of Goods Sold, Direct Marketing Expenses, Distribution Expenses, Indirect Marketing Expenses,
License Fees, Patent and Trademark Expenses, Post-Approval Product Development Expenses, and US Products Liability Losses.


 


"Cost of Goods Sold" shall,
with respect to each Product, mean Merck's Manufacturing Costs attributable to the Manufacture of such Product for sale in the
U.S. and/or the cost of Product Manufactured by Third Parties, as and to the extent actually Manufactured by Third Parties. Merck's
"Manufacturing Costs" shall consist of "US GAAP Standard Cost” and "Product Specific Manufacturing Variances"
as defined below:


 


"US GAAP Standard Cost",
as used herein, includes, if, applicable, without limitation, the following, with respect to such Product:


 


(i)   Materials
(e.g. bulk chemicals, packaging components, auxiliary manufacturing materials, including related freight, customs and duties)


 


(ii)  Direct
labor


 


(iii) Factory
overhead expenses including a reasonable allocation of the following type of expenses: 


 


(a)  Labor
related (e.g., indirect hourly, salaried personnel, employee benefits, OT)


 


(b)  Utilities
(e.g., electricity, water, steam, heat)


 


(c)  Maintenance
and installation (e.g., maintain and repair existing equipment)


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


(d)  Product
quality control


 


(e)  Other
plant services, either on or off-site (e.g., waste treatment, waste incineration)


 


(f)   On-going
stability program costs 


 


(g)  Supplies


 


(h)  Shipping
(other than shipping costs to the extent they are included in Net Sales or in other US GAAP Standard Cost components).


 


[ * ].


 


The US GAAP Standard Cost will
be established each Calendar Year for the upcoming year according to the forecast for requirements for such Product.


 


"Product Specific Manufacturing
Variances and Discards" shall mean all deviations from the US GAAP Standard Cost established prior to the beginning of
each Calendar Year, which shall include, but are not limited to, purchase price, volume, yield, other variances and discards. At
the end of the year there will be a true-up calculated to account for any difference between actual resulting costs and the planned
US GAAP Standard Costs.


 


"Direct
Marketing Expenses" means all reasonable out-of-pocket costs including, without limitation, costs of outsourcing any of
the following functions incurred by the Parties, and all internal costs on an FTE basis at a mutually agreed upon FTE rate (to
be determined prior to launch) for those individuals dedicated or allocated to such Product that are directly attributable to the
following functions for the sale, promotion and marketing of a Product: 


 


[ * ].


 


Direct Marketing Expenses shall not include
any Selling Expenses.


 


"Distribution Expenses"
shall, with respect to each Product, mean costs incurred in connection with the distribution of such Product to purchasers to the
extent not captured in the definition of Net Sales.


 


"Indirect
Marketing Expenses" shall, with respect to each Product, mean all [ * ].


 


"License Fees"
means all upfront payments, milestone payments, license fees, royalties or other payments, payable to any Third Party by either
Party under any Third Party license agreement for such Product to the extent such payments are attributable to the manufacture,
use or sale of such Product for the U.S. and such Third Party license agreement was entered into after the Effective Date. If the
rights under any Third Party license agreement are also attributable to products other than such Product or sales of Products for
the ROW, then only an equitable portion of any amounts payable under it shall be allocated to such Product as License Fees.


 


"Patent and Trademark
Expenses" shall, with respect to each Product, mean the fees and expenses of outside counsel and payments to Third Parties
incurred in connection with the preparation, filing, prosecution and maintenance of (i) Endocyte Patent Rights, Merck Program Patent
Rights, and any Joint Patent Rights, in each case, in the U.S. and any other Patent Rights in Merck and/or its Affiliate's Control
(in each case, to the extent they claim or cover the manufacture, use or sale of Product in the U.S.) including the costs of patent
interference and opposition proceedings; and (ii) any trademark applications or registered trademarks used in connection with the
commercialization of such Product in the U.S. including the costs of any trademark oppositions or infringement actions.


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


"Post-Approval
Product Development Expenses" shall, with respect to each Product, mean all Development Costs incurred with respect to
such Product after Regulatory Approval has been obtained (i.e., Phase IV Clinical Trials) for such Product in a specific Indication
and shall exclude administrative expenses and costs that are included within Costs of Goods Sold. For clarity, in the event that
Development Costs are incurred with respect to a new Indication for the same Product, such costs will constitute “Development
Costs” and shall be shared by the Parties as set forth in Section 4.8.1.


 


“US Products
Liability Losses” shall mean all Losses to which Merck or Endocyte may become subject as a result of any claim, demand,
action or other proceeding by any person or entity other than a Party or its Affiliates to the extent such Losses arise directly
or indirectly out of the Commercialization any Compound and/or Product in the Co-Promotion Territory.


 


In calculating the US Adjusted Net Sales
the following principles shall apply:


 


1.          There
shall be no double counting of any costs or expenses or of any revenues, and to the extent a cost or expense has been included
in one category or sub-category, it shall not be included in another; similarly, to the extent any revenue has been taken into
account in one category or sub-category it shall not be taken into account in another.


 


2.          When
allocating costs and expenses under the Agreement, each Party shall utilize the same policies and principles as it utilizes consistently
within its group and business units when making internal cost allocations.


 


3.          To
the extent an item of income or revenue is received by a Party or a cost or expense is incurred in a given Calendar Quarter by
a Party, and can be demonstrated to be necessary and specifically and directly identifiable, attributable and allocable to the
commercialization or development of each Product and is not otherwise accounted for in the calculation of US Adjusted Net Sales,
such Party shall credit such income or revenue and shall be permitted to charge such cost or expense to the US Adjusted Net Sales.


 


4.          To
the extent any cost set forth in this Schedule has applicability to both the US and ROW, a portion of such costs will be allocated
by Merck to the U.S. in good faith.


 


5.          All
costs and expenses shall be determined, and all calculations shall be made, in accordance with GAAP, as applicable.


 


If either Party in good
faith believes that the methodology set forth herein does not accurately reflect the US Adjusted Net Sales for a Product, upon
request of such Party the Parties shall in good faith discuss such concerns and, if the Parties agree upon mutually acceptable
revisions to the methodologies set forth herein they shall amend this Schedule as appropriate.


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 2.7


 


AFFILIATES/THIRD PARTIES TO BE USED BY
ENDOCYTE FOR PRODUCT DEVELOPMENT WORK


 


	Vendor Name	 	Address	 	Responsibilities
	[ * ]	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 4.2


INITIAL INDICATIONS DEVELOPMENT PLAN



 


[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 4.3


FURTHER DEVELOPMENT PLAN


 


[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 4.5


 


ENDOCYTE DEVELOPMENT BUDGET


 


	Proceed (FV-06)	 	2011	 	2012	 	2013	 	2014
	[ * ]	 	[ * ]	 	 	 	 	 	 
	[ * ]	 	[ * ]	 	 	 	 	 	 
	[ * ]	 	 	 	[ * ]	 	 	 	 
	[ * ]	 	 	 	[ * ]	 	 	 	 
	[ * ]	 	 	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	[ * ]	 	 	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	 	 	 	 	 	 	 
	[ * ]	 	 	 	 	 	 	 	 


 


	FV07-NSCLS IIb	 	2011	 	2012	 	2013	 	2014
	[ * ]	 	[ * ]	 	 	 	 	 	 
	[ * ]	 	[ * ]	 	 	 	 	 	 
	[ * ]	 	 	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	 	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]
	[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 4.7


 


INITIAL COMPANION DIAGNOSTIC DEVELOPMENT
PLAN


 


	Activity	 	Responsible

Party/CRO	 	Start Date	 	End Date
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 5.2


 


CO-PROMOTION TERMS AND CONDITIONS


 


This Schedule sets forth material terms
and conditions that, together with the terms of Section 5.2 of the Agreement, shall be incorporated into a Co-Promotion
Agreement to be negotiated and entered into by the Parties for the Product in the Co-Promotion Territory ("Co-Promoted
Products").


 


1.          Co-Promotion
Rights and Obligations.


 


(a)          Endocyte
and Merck shall use an integrated sales force to promote and Detail each Co-Promoted Product. Each Party shall be responsible for
ensuring that its representatives sell each Co-Promoted Product in a manner consistent with the Co-Promotion Territory Commercialization
Plan for such Co-Promoted Product. Notwithstanding the foregoing, in performing their respective sales effort obligations hereunder,
each of the Parties agrees to [ * ].


 


(b)
Merck will review the Co-Promotion Territory Commercialization Plan with the Co-Promotion Team (as defined below) to ensure
effective coordination of each Party’s Co-Promotion efforts. Prior to launch of the Co-Promoted Product, and thereafter
on an annual basis, the JCC shall agree upon and set forth in the Co-Promotion Territory Commercialization
Plan the following: [ * ].


 


(c)          Endocyte
and Merck shall establish a team comprised of equal numbers of members from each Party to coordinate the Parties respective Co-Promotion
activities under the Co-Promotion Territory Commercialization Plan (the "Co-Promotion Team"). Both Parties will
use their reasonable efforts to build consensus, but if the Co-Promotion Team does not reach agreement on any particular matter
for a period of 30 days, then it shall be referred to the JCC, and if still not resolved, [ * ].


 


(d)          Endocyte
shall annually [ * ].


 


2.          Commercialization
Efforts. Endocyte and Merck each shall use Commercially Reasonable Efforts to execute its obligations under the Co-Promotion
Territory Commercialization Plan, in accordance with all Applicable Laws, and to cooperate with Merck in carrying out such Product
Commercialization Plan.


 


3.          Sales
Effort Audit Rights. Endocyte and Merck each shall maintain written records of sales effort performed by its sales representatives
for a period of [ * ] years from the date of performance. Merck shall have the right to inspect such records of
Endocyte to verify Endocyte's sales effort reports provided to Merck under the Agreement. Endocyte shall make its records available
for inspection by appropriate representatives of Merck during regular business hours at such place or places where such records
are customarily kept, upon reasonable notice from Merck, solely to verify the accuracy of such statements. Such inspection right
shall not be exercised more than once in any Calendar Year and shall not entitle Merck to review any sales related information
with respect to products that are other than any Co-Promoted Product(s). All information concerning such statements, and all information
learned in the course of any audit or inspection, shall be confidential information of Endocyte. Merck shall be responsible for
its own expenses for such inspections, except that in the event there is any [ * ], Endocyte shall pay the costs
of such inspection.


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


4.          Promotional
Materials and Standards. In Co-Promoting a Co-Promoted Product, the Parties shall maintain and adhere strictly to the approved
labeling of the Co-Promoted Product, the approved marketing materials for the Co-Promoted Product, the Agreement and the commercialization
plan for such Co-Promoted Product. Only marketing materials and programs developed by Merck's marketing team and approved via the
Merck medical-legal review process in accordance with FDA regulations for the Co-Promoted Product in the United States shall be
used in the Co-Promotion Territory. All promotional materials used by the Parties and all promotional activities relating to the
Co-Promoted Product shall comply with applicable laws and the Code of International Federation Pharmaceutical Manufacturer Association
("IFPMA") as well as FDA regulations regarding pharmaceutical marketing practices in the united states In addition, each
Party shall insure that its representatives Detail Co-Promoted Product in a fair and balanced manner consistent with all applicable
legal, regulatory, professional and policy requirements including, but not limited to, all applicable Merck policies and Corporate
Integrity Agreement. Merck and Endocyte representatives shall not engage in any pre-marketing activities for each Co-Promoted Product
prohibited by Applicable Law and shall not promote any Co-Promoted Product for off-label uses. The Co-Promoted Product shall be
Co-Promoted under a single Product Trademark designated by Merck with Merck recording all sales of the Co-Promoted Product.


 


5.          Sales
Efforts in the United States. As part of each Co-Promotion Territory Commercialization Plan, Merck shall determine the targeted
level of sales of the applicable Co-Promoted Product for the Calendar Year covered by the Co-Promotion Territory Commercialization
Plan. The Co-Promotion Territory Commercialization Plan shall include the overall level of effort and the allocation between the
Parties of such effort to the defined target audience. The Co-Promoted Product shall [ * ]. Endocyte may not utilize
any Third Party contracted sales representatives without the express written consent of Merck.


 


6.          Performance
Criteria/Detailing Shortfall. The Parties shall agree on criteria for measuring Endocyte's performance under the Co-Promotion
Agreement, which shall be consistent with Merck’s standards for measuring the performance of Merck’s sales representatives
promoting the Co-Promoted Product. The Co-Promotion Agreement shall include remedies for failure by Endocyte to meet such criteria,
including the [ * ].


 


7.          Term and
Termination. Endocyte shall Co-Promote the Product with Merck in the Co-Promotion Territory commencing on the date of First
Commercial Sale of the Product in the Co-Promotion Territory and ending on [ * ]. Notwithstanding the foregoing,
(a) Endocyte shall have the right to terminate for convenience upon [ * ] written notice to Merck; and (b) Merck
shall have the right to terminate the Co-Promotion Agreement and Endocyte’s rights to Co-Promote:


 


(i)          at
any time if the Agreement is terminated, in whole, or with respect to the Co-Promoted Product;


 


(iii)        in
the event of violation of any requirements set forth in Paragraph 4 above by Endocyte in support of the Co-Promoted Products. 


 


(iv)        in
the event of an uncured material breach by Endocyte (other than as provided in clause (iii)) or Endocyte's bankruptcy subject to
mutually agreed language therefore in the definitive Co-Promotion Agreement.


 


8.          Training
Program. Merck shall (a) develop a training program for the promotion of each Co-Promoted Product for the United States and
(b) train all representatives of both Parties to be used for the Co-Promotion of Co-Promoted Products in the United States, prior
to commencement of Co-Promotion Endocyte agrees to utilize such training programs on an ongoing basis to assure a consistent, focused
promotional strategy and all such training shall be carried out at a time that is mutually acceptable to Endocyte and Merck and
consistent with the commercialization plan for each Co-Promoted Product. No representative of Endocyte may support a Co-Promotion
Product unless such representative successfully completes the training program described in this Paragraph 7. For the Co-Promotion
Product-specific training, the internal costs and the out-of-pocket costs of such training programs (including, without limitation,
the out-of-pocket costs of the development, production, printing of such training materials) for a Product shall be included as
a Direct Marketing Expense under the Agreement. If subsequent training is to be provided by Merck, the costs of such subsequent
training will be as agreed to by the Parties but any logistical costs (travel and lodging of the representative, if required) will
be borne by Endocyte.


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


9.          Recruitment.
The Parties shall agree on the profile to be used for recruitment of representatives that is consistent with Merck’s standard
business practices. All Endocyte representatives shall have been recruited by Endocyte at Endocyte’s sole expense. To the
extent requested by Endocyte, Merck shall provide Endocyte with assistance in defining the desired profile of the Endocyte representatives.


 


10.         Sales
Information Integration. Each Party will strive to establish a transparent and compatible sales reporting system for Co-Promoted
Products to facilitate call planning and representatives activities


 


11.         Miscellaneous.
The Co-Promote Agreement shall contain other customary and appropriate provisions, including without limitation provisions for
confidentiality, termination and, to the extent not already addressed in the Agreement, indemnification.


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 5.4


 


INITIAL COMPANION DIAGNOSTIC COMMERCIALIZATION
PLAN


 


See Attachment


 


[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 6.1


 


THIRD PARTY MANUFACTURING AGREEMENTS


 


	Compound	 	Description	 	Vendor	 	Agreements in place
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	[ * ]


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


SCHEDULE 6.3.1


 


INITIAL COMPANION DIAGNOSTIC MANUFACTURING
PLAN


 


	Activity	 	CMO	 	Start Date	 	End Date
	[ * ]	 	[ * ]	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	 	 	[ * ]
	[ * ]	 	[ * ]	 	[ * ]	 	 
	[ * ]	 	[ * ]	 	[ * ]	 	 


  


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

Schedule 8.5


 


	
        

         
	
        

        News Release

	  	  


 


	 	Media Contacts:	Investor Relations Contacts:
	 	 	 
	Merck	Ian R. McConnell	Alex Kelly
	 	(973) 901-5722	(908) 423-5185
	 	 	 
	Endocyte	Tony Russo	Stephanie Ascher
	 	(212) 845-4251	(212) 362-1200
	 	 	 
	 	Martina Schwarzkopf	 
	 	(212) 845-4292	 


 


Merck and Endocyte Enter Exclusive Worldwide
Agreement to Develop and

Commercialize Phase III Cancer Candidate Vintafolide (EC145)


 


WHITEHOUSE STATION N.J., and WEST LAFAYETTE, Ind., April
16, 2012 – Merck, known as MSD outside the United States and Canada, (NYSE: MRK) and Endocyte Inc. (NASDAQ: ECYT), today
announced that they have entered into an agreement to develop and commercialize Endocyte's novel investigational therapeutic candidate
vintafolide (EC145). Vintafolide is currently being evaluated in a Phase III clinical trial for platinum-resistant ovarian cancer,
(PROCEED trial) and a Phase II trial for non-small cell lung cancer (NSCLC); both studies are also using Endocyte's investigational
companion diagnostic agent, etarfolatide (EC20).


 


"Vintafolide is a promising and innovative
late-stage cancer drug candidate. In addition to pursuing the lead indication of platinum-resistant ovarian cancer, Merck plans
to further evaluate its potential for treatment of multiple other cancer types," said Peter S. Kim, executive vice president
and president Merck Research Laboratories. "This agreement underscores our strategy of building a portfolio of oncology therapeutics
that employ a companion diagnostic to facilitate selection of those patients most likely to respond to treatment."


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


Under the agreement, Merck, through a subsidiary,
will gain worldwide rights to develop and commercialize vintafolide. Endocyte will receive a $120 million upfront payment and is
eligible for milestone payments of up to $880 million based on the successful achievement of development,
regulatory and commercialization goals for vintafolide for a total of six cancer indications. In addition, if vintafolide
receives regulatory approval, Endocyte will receive an equal share of the profit in the United States (U.S.) as well as a double
digit percentage royalty on sales of the product in the rest of the world. Endocyte has retained the right to co-promote vintafolide
with Merck in the U.S. and Merck has the exclusive right to promote vintafolide in the rest of world. Endocyte will be responsible
for the majority of funding and completion of the PROCEED trial. Merck will be responsible for all other development activities
and costs and have all decision rights for vintafolide. Endocyte remains responsible for the development, manufacture and commercialization
worldwide of etarfolatide, a non-invasive companion diagnostic imaging agent that is used to identify folate receptor positive
tumor cells.


 


"Following a rigorous selection process
we believe Merck represents the ideal strategic partner to achieve the full potential of vintafolide, accelerating our development
in numerous cancers,” said Ron Ellis, Endocyte’s president and chief executive officer. "The
agreement also positions us well to build our own commercial infrastructure for vintafolide in the U.S. and for etarfolatide worldwide."


 


Endocyte has completed three single arm
studies of vintafolide in patients with advanced platinum resistant ovarian cancer, non-small cell lung cancer and solid
tumors. In a randomized Phase II clinical trial (PRECEDENT) comparing vintafolide plus pegylated liposomal doxorubicin (PLD) versus
PLD alone in women with platinum-resistant ovarian cancer, vintafolide demonstrated a statistically significant delay in disease
progression or death in the overall population, with the largest improvement observed in patients with all tumors imaged as positive
for folate receptor expression utilizing etarfolatide. Vintafolide in combination showed limited
additional toxicity versus standard therapy with PLD alone. Common adverse events observed with this combination were neutropenia,
fatigue, mouth sores, and redness/swelling/pain on the hands and feet.


 


In March 2012, Endocyte announced that the
European Union had granted orphan drug status to vintafolide, and that the company planned to file a marketing authorization application
in the third quarter of 2012.


 


Closing of the transaction is contingent
upon obtaining Hart-Scott Rodino clearance from the Federal Trade Commission.


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


Conference Call


 


Endocyte will host
a conference call and webcast at 8:30am ET today to discuss the agreement. To listen to the conference call, please dial 877-845-0711
or 760-298-5081. A replay of the call will be available beginning at 11:30am ET today. To access the replay, please dial 855-859-2056
or 404-537-3406 and reference the conference ID 72307636. The webcast can be accessed through Endocyte's website at www.endocyte.com.


 


About Vintafolide (EC145)


 


Vintafolide is a proprietary, injectable,
conjugate consisting of folate (vitamin B9) linked to a potent vinca alkaloid chemotherapy agent, desacetylvinblastine monohydrazide
(DAVLBH). Vintafolide is designed to preferentially target the chemotherapy agent to fast growing cancer cells that actively take
up folate via the folate receptor. The folate receptor is expressed in a wide variety of cancers including ovarian, NSCLC, breast,
colon and kidney.


 


About Etarfolatide (EC20) 


 


Etarfolatide is a folate-targeted molecular
imaging agent that is being developed as a non-invasive method to identify tumors that over-express folate receptors. These tumors
are the molecular target of Endocyte's folate-targeted therapeutic compounds such as vintafolide. To date, etarfolatide has been
administered to over 550 patients.


 


About the PROCEED Trial 


 


The PROCEED trial is a Phase III randomized,
double-blind clinical trial evaluating vintalofide in combination with PLD compared to PLD plus placebo for the treatment of folate-receptor
positive platinum-resistant ovarian cancer. The primary endpoint of the trial is progression-free survival as measured by RECIST
(Response Evaluation Criteria In Solid Tumor) criteria in patients with folate-receptor positive
tumors assessed by etarfolatide imaging. Overall survival is a secondary endpoint. The trial anticipates recruiting more than 400
patients at approximately150 sites in the U.S., Canada, Europe, and Asia. For further information regarding the PROCEED trial please
visit http://www.clinicaltrials.gov.


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


About Merck


 


Today's Merck is a global healthcare leader
working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines,
vaccines, biologic therapies, and consumer care and animal health products, we work with customers and operate in more than 140
countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through
far-reaching policies, programs and partnerships. For more information, visit www.merck.com and connect with us on Twitter,
Facebook and YouTube.


 


About Endocyte 


 


Endocyte is a biopharmaceutical company
developing targeted therapies for the treatment of cancer and inflammatory diseases. Endocyte uses its proprietary technology to
create novel Small Molecule Drug Conjugates (SMDCs) and companion imaging diagnostics for personalized targeted therapies. The
company's SMDCs actively target receptors that are over-expressed on diseased cells, relative to healthy cells. This targeted approach
is designed to enable the treatment of patients with highly active drugs at greater doses, delivered more frequently, and over
longer periods of time than would be possible with the untargeted drug alone. The companion imaging diagnostics are designed to
identify patients whose disease over-expresses the target of the therapy and who are therefore more likely to benefit from treatment.


 


Merck Forward-Looking Statement


 


This news release includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act
of 1995. Such statements may include, but are not limited to, statements about the benefits of the merger between Merck and Schering-Plough,
including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and
other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Merck’s
management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking
statements.


 


The following factors, among others, could
cause actual results to differ from those set forth in the forward-looking statements: the possibility that all of the expected
synergies from the merger of Merck and Schering-Plough will not be realized, or will not be realized within the expected time period;
the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; Merck’s
ability to accurately predict future market conditions; dependence on the effectiveness of Merck’s patents and other protections
for innovative products; and the exposure to litigation and/or regulatory actions.


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 


 



    	 



    	 



    

 


Merck undertakes no obligation to
publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional
factors that could cause results to differ materially from those described in the forward-looking statements can be found in
Merck’s 2011 Annual Report on Form 10-K and the company’s other filings with the Securities and Exchange
Commission (SEC) available at the SEC’s Internet site (www.sec.gov).


 


Endocyte Forward-Looking Statement 


 


Certain of the statements made in this press release are forward looking, such as those, among others, relating to the company’s
expectations for seeking regulatory approval and commercial launch of its products, including any conditional marketing authorization
from the EMA, initiation of future clinical trials, and expectations for the receipt of milestones, royalties or other profits
from the partnership. Actual results or developments may differ materially from those projected or implied in these forward-looking
statements. Factors that may cause such a difference include risks that the company may experience delays in the completion of
its clinical trials (whether caused by competition, adverse events, patient enrollment rates, unavailability of Doxil, regulatory
issues or other factors); risks that data from its clinical trials may not be indicative of subsequent clinical trial results;
risks related to the safety and efficacy of the company’s product candidates, the goals of its development activities, estimates
of the potential markets for its product candidates, estimates of the capacity of manufacturing and other facilities required to
support its product candidates, projected cash needs, and expected financial results. More information about the risks and uncertainties
faced by Endocyte, Inc. is contained in the company’s periodic reports filed with the Securities and Exchange Commission.
Endocyte, Inc. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.


 


# # #


 


[ * ] = Certain confidential information
contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.