EXECUTION COPY	Exhibit 10.1




 


GLOBAL SETTLEMENT AGREEMENT


 


THIS GLOBAL SETTLEMENT AGREEMENT (this “Agreement”),
dated as of March 3, 2017, is by and among NAVIDEA BIOPHARMACEUTICALS, INC., a Delaware corporation (“Navidea”)
and MACROPHAGE THERAPEUTICS, INC., a Delaware corporation (“Macrophage” and, together with Navidea, collectively
the “Company”), CAPITAL ROYALTY PARTNERS II L.P., a Delaware limited partnership, CAPITAL ROYALTY PARTNERS
II (CAYMAN), L.P., a Cayman Islands limited partnership, CAPITAL ROYALTY PARTNERS II – PARALLEL FUND “A” L.P.,
a Delaware limited partnership, PARALLEL INVESTMENT OPPORTUNITIES PARTNERS II L.P., a Delaware limited partnership and CAPITAL
ROYALTY PARTNERS II – PARALLEL FUND “B” (CAYMAN) L.P., a Cayman Islands limited partnership (each a “Lender”
and, collectively, the “Lenders”), CRG SERVICING LLC, a Delaware limited liability company, as successor
administrative agent (the “Agent”) and CARDINAL HEALTH 414, LLC, a Delaware limited liability corporation
(“Cardinal Health”). The Company, the Lenders, the Agent and Cardinal Health are referred to herein individually
as a “Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS, the Company, the Agent and the
Lenders are party to a certain Term Loan Agreement, dated as of May 8, 2015 (the “Term Loan Agreement”),
a certain Security Agreement, dated as of May 8, 2015 (the “Security Agreement”), and a certain Fee Letter,
dated as of May 8, 2015 (the “Fee Letter” and, together with the Term Loan Agreement, the Security Agreement
and all “Loan Documents”) pursuant to which the Lenders made a secured loan to the Company in the original
principal amount of $50,000,000 (the “Loan”);


 


WHEREAS, by letters dated April 7, 2016
and April 22, 2016, the Agent, on behalf of the Lenders, notified the Company of the occurrence and continuation of several defaults
under the Loan Documents;


 


WHEREAS, on April 7, 2016, the Agent and
the Lenders filed suit against the Company (the “Texas Action”) in the 165th Judicial District Court
of Harris County, Texas, which was later transferred to the 151st Judicial District Court of Harris County, Texas (the
“Texas Court”), alleging breach of contract and seeking a declaratory judgment that certain Events of
Default had occurred under the Loan Documents;


 






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	EXECUTION COPY	Exhibit 10.1


 


WHEREAS, by letters dated April 28, 2016
and May 31, 2016, the Agent, on behalf of the Lenders, notified the Company that, following the occurrence of alleged Events of
Default, the Lenders were accelerating the Loans and exercising their remedies under the Loan Documents, including, without limitation,
notifying the Company’s account debtors who owed money to the Company, such as Cardinal Health, to remit all payments due
to the Company directly to the Lenders;


 


WHEREAS, subsequent to the Lenders’
demand to remit all payments due to the Company directly to the Lenders, U.S. Bank National Association (“U.S. Bank”)
informed the Agent that it was closing and liquidating the Company’s account. In response, by letter dated as of June 16,
2016, the Agent’s predecessor instructed U.S. Bank (i) to transfer all funds then in the Company’s bank accounts at
U.S. Bank ($4,112,434.17 (the “U.S. Bank Funds”)) to the Agent’s predecessor and (ii) applied all
such funds transferred against the Obligations for the benefit of the Lenders;


 


WHEREAS, on June 17, 2016, Cardinal Health
filed an interpleader action (the “Ohio Action”) in the Court of Common Pleas in Franklin County, Ohio
(the “Ohio Court”) seeking an Order regarding the distribution of the funds it owed to the Company;


 


WHEREAS, on August 30, 2016, the Texas Court
entered an order (the “Texas Injunction”) holding, among other things, that the Company was prohibited
from using any accounts that were not disclosed to the Lenders and on which account control agreements had not been provided to
the Lenders;


 


WHEREAS, on September 19, 2016, the Company
appealed the Texas Injunction (the “Texas Appeal)” by filing a Notice of Appeal with the Court of Appeals
for the 14th Court of Appeals District, Houston, Texas (the “Texas Appeals Court”), and oral
argument respecting the Texas Appeal is scheduled to be heard on March 8, 2017;


 


WHEREAS, by order dated September 28, 2016
(the “Texas Bond Order”), the Texas Court ordered that the supersedeas bond in the Texas Action would
take the form of $2,5000,000 cash deposited in an account maintained by the Company for which an account control agreement (in
form and substance acceptable to the Lenders) was entered into and provided to the Lenders. The account used by Navidea for this
purpose was the Merrill Lynch bank account number. 656-07D12 (the “ML Account”), with respect to which
the Lenders have an executed control agreement, and in which approximately $3,000,000 was deposited with respect to the Texas Action;


 






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	EXECUTION COPY	Exhibit 10.1


 


WHEREAS, by order dated October 21, 2016
(the “Ohio Court Order”), the Ohio Court ordered, among other things, that Navidea deposit an additional
$2 million in the ML Account to serve as a bond in the Ohio Action, and there is currently approximately $5,000,000 in the aggregate
in ML Account;


 


WHEREAS, on January 24, 2017, the Ohio Court
entered an Order and Entry Denying Defendant CRG’s Motion to Stay and Motion to Dismiss;


 


WHEREAS; by interlocutory order dated February
8, 2017 (the “Texas Partial Summary Judgment”), the Texas Court granted partial summary judgment in favor
of the Lenders, holding that, among other things, the Company had committed, as of May 8, 2015, one or more Events of Default under
the Loan Documents and ordering that the Lenders are entitled to exercise their remedies under the Loan Documents in connection
with such Events of Default;


 


WHEREAS, the Company has filed a motion
for reconsideration of the Texas Partial Summary Judgment;


 


WHEREAS, on February 21, 2017, the Agent,
on behalf of the Lenders, delivered to the Company a Notice of Disposition of Collateral (the “Foreclosure Notice”)
commencing the non-judicial foreclosure of Lenders’ perfected security interests in, and liens on, the Company’s U.S.
Lymphoseek-related assets and scheduling a sale to be held on March 13 2017;


 


WHEREAS, on November 23, 2016, the Company
and Cardinal Health entered into an Asset Purchase Agreement (the “APA”), pursuant to which, among other
things, Cardinal Health intends to acquire substantially all of the Company’s Lymphoseek-related assets free and clear of
Liens (as defined in the APA); and


 


WHEREAS, the Company, the Agent, the Lenders
and Cardinal Health desire to settle all current and future claims and disputes between and among the Parties, whether set forth
in the Ohio Action or the Texas Action or otherwise, arising from or related to the Loan Documents or any act or omission taken
or not taken in connection therewith prior to the Closing Date (as hereinafter defined) except for the Texas Claims (as hereinafter
defined) on the terms and conditions set forth herein.


 






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	EXECUTION COPY	Exhibit 10.1


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
mutual covenants, and subject to the terms, contained herein, and intending to be legally bound thereby, the Parties agree as follows:


 


Section 1.           Settlement Transactions.
For purposes of this Agreement, the “Closing Date” shall be the date on which all of the following actions are or have
been taken:


 


Section 1.1.           Closing of the APA.
The parties to the APA will, not later than March 10, 2017 (unless extended upon the prior written consent of all the Parties hereto)
conduct the Closing under and as defined in the APA, including through the exchange of documents as described in Sections 2.8 and
2.9 thereof. If the APA does not close on or before March 10, 2017 (or such later date as all of the Parties agree in writing),
if the APA terminates or if the transactions contemplated by the APA are enjoined from proceeding by any court, and such injunction
continues beyond March 10, 2017, then this Agreement shall terminate and the provisions hereof shall become null and void and of
no force and effect.


 


Section 1.2.           Payment to the Agent
and Other Creditors. The Company shall pay or cause to be paid to the Agent, on behalf of, and for immediate distribution by
the Agent to the Lenders, cash in the aggregate amount equal to $59,000,000 (the “Deposit Amount”) by
wire transfer of immediately available funds. Agent and Lenders agree that, at Closing (as defined in the APA), the Company may
pay or cause to be paid those creditors whose debt may be subordinated to that of the Lenders.


 


Section 1.3.           Instruction to Merrill
Lynch. The Company and the Lenders shall deliver a joint written instruction advising Merrill Lynch that the account control
agreement regarding the ML Account is terminated and the Company shall have sole control over the ML Account.


 


Section 1.4.           Release of Liens.
Upon the Agent’s receipt of the Deposit Amount in accordance with Section 1.2 hereof, the Agent, on behalf of the Lenders,
shall be deemed to have fully and irrevocably released all of the Lenders’ Liens (as defined in the APA) on the Company’s
assets an agrees to (a) deliver to the Company UCC-3 termination statements to be filed by the Company in the Office of the Secretary
of State for the State of Delaware and terminations of assignments statements to be filed by the Company in the United States Patent
and Trademark Office (all in form and substance reasonably acceptable to the Company and Cardinal Health);(b) return to the Company
all stock certificates, instruments or other property or assets of the Company in the possession of the Agent or any Lender that
was delivered to secure any obligations under the Loan Documents; (c) take such other actions and execute or acknowledge such other
documents as may be reasonably requested by the Company or Cardinal Health to evidence the full and irrevocable release of Liens
on the Company’s assets; and (d) send a notice to the Company withdrawing the Foreclosure Notice.


 






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	EXECUTION COPY	Exhibit 10.1


 


Section 1.5.           Dismissal of Actions.


 


a.           Cardinal Health, the Company and
the Lenders shall file with the Ohio Court a notice of voluntary dismissal of the Ohio Action, with prejudice, substantially in
the form of Exhibit 1.5(a) attached hereto.


 


b.           The Company and the Lenders shall
file with the Texas Appeals Court a notice of voluntary dismissal of the Texas Appeal, without prejudice, substantially in the
form of Exhibit 1.5(b) attached hereto.


 


Section 1.6.           Delivery of Letters of
Credit. The Agent, on behalf of the Lenders, and Cardinal Health, on behalf of the Company, shall exchange the Lender Letters
of Credit and the Cardinal Health Letter of Credit (as those terms are defined herein) in accordance with Sections 2.2 and 2.3
hereof.


 


Section 2.           Texas Court Determination
of Remaining Obligations.


 


Section 2.1           The Texas Claims. The
Company and the Lenders shall continue to litigate, in the Texas Court as part of the Texas Action, the Lenders’ claims against
the Company arising under the Loan Documents and the Company’s defenses and affirmative defenses thereto, (the “Texas
Claims”), provided, however, that (a) the Company shall withdraw its counterclaims against the Agent and the Lenders
in the Texas Action by filing, on the Closing Date, a Notice of Nonsuit With Prejudice, substantially in the form of Exhibit 2.1(a)
hereto, with the Texas Court in the Texas Action and (b) the Company hereby agrees not to assert in the future such (or similar)
counterclaims against the Agent and/or the Lenders and/or their affiliates in the Texas Action. For avoidance of doubt, the Texas
Claims shall include all defenses and affirmative defenses, whether contractual or extra-contractual, (including, without limitation,
rights of setoff and offset) to the causes of action pled by the Lenders in the Texas Action (collectively, “Defenses”),
provided that the Defenses are permitted by New York law, in a manner consistent with the mediation transcript, dated February
22, 2017, Case No.16CV-5801, a copy of which is attached hereto as Exhibit 2.1(b). The Texas Court shall adjudicate the
Texas Claims to determine the final amount of the Obligations owed by the Company to the Lenders under the Loan Documents (the
“Final Obligation Amount”), provided, that the Final Obligation Amount shall in no event be less
than $47,000,000 (the “Obligation Minimum”) or more than $66,000,000 (the “Obligation Maximum”),
with each such amount net of any amounts received by the Lenders on or prior to receipt of the Deposit Amount, and (1) provided
however, that the Company retains, among other rights, the right to assert that all offsets, payments and credits have not
been allowed, including without limitation, the credit due for the U.S. Bank funds previously taken by Lenders and (2) provided
further, that the Texas Court’s decision shall be final and non-appealable and not subject to reconsideration, and shall
be binding on all of the Parties to this Agreement. In furtherance thereof, the Lenders and the Company shall notify the Texas
Court of this Agreement.


 






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	EXECUTION COPY	Exhibit 10.1


 


Section 2.2.           The Lender Letters of Credit.
On the latter of (a) the Closing Date and (b) March 6, 2017, the Lenders shall each, severally and not jointly, on a pro rata basis
in accordance with the percentage of the aggregate Loan that each Lender holds (as set forth on Schedule 2.2 hereto) deliver
to the Company a Letter of Credit (each a “Lender Letter of Credit”) issued by a financial institution
substantially in the form attached hereto as Exhibit 2.2, each in an amount equal to such Lender’s pro rata share
of $12,035,000. If the Texas Court determines that the Final Obligation Amount is less than the Deposit Amount, then, if the Lenders
fail to pay the full amount of the required payment to the Company within five (5) days of the Texas Court’s determination,
the Company shall be entitled to draw on each Lender Letter of Credit in an amount equal to such Lender’s pro rata share
of the difference between the Deposit Amount and the Final Obligation Amount plus each Lender’s pro rata share of the actual
out-of-pocket costs incurred by Cardinal Health in procuring the Cardinal Health Letter of Credit, but less any partial payment
made by the Lenders toward the required payment. Upon delivery of such payment to the Company, all of the Lender Letters of Credit
shall terminate. If the Texas Court has not finally adjudicated the Final Obligation Amount by the one-year anniversary of the
Closing Date, the Lenders shall each extend the Lender Letters of Credit, or procure letters of credit in substantially the same
form, until the Texas Court rules on the Final Adjudication. Any costs incurred in extending the Lender Letters of Credit, or in
procuring letters of credit in substantially the same form, shall be borne by the Lenders.


 






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	EXECUTION COPY	Exhibit 10.1


 


Section 2.3.           The Cardinal Health Letter
of Credit On the Closing Date, Cardinal Health shall deliver to the Agent, on behalf of the Lenders, a Letter of Credit (the
“Cardinal Health Letter of Credit”) issued by a financial institution substantially in the form attached
hereto as Exhibit 2.3, in an amount equal to $7,153,000. If the Texas Court determines that the Final Obligation Amount
is more than the Deposit Amount, then, if the Company fails to pay the full amount of the required payment to Lenders within five
(5) days of the Texas Court’s determination, the Agent shall be entitled to draw on the Cardinal Health Letter of Credit
in an amount equal to the difference between the Deposit Amount and the Final Obligation Amount plus the actual out-of-pocket costs
incurred by each Lender in procuring the Lender Letters of Credit, but less any partial payment made by the Company toward the
required payment. Upon delivery of such payment to the Agent, the Cardinal Health Letter of Credit shall terminate. If the Texas
Court has not finally adjudicated the Final Obligation Amount by the one-year anniversary of the Closing Date, Cardinal Health
shall extend the Cardinal Health Letter of Credit or procure a new letter of credit in substantially the same form, until the Texas
Court rules on the Final Adjudication. Any costs incurred in extending the Cardinal Health Letter of Credit, or in procuring a
letter of credit in substantially the same form, shall be borne by Cardinal Health.


 


Section 3.           Insolvency Proceedings.


 


Section 3.1           Company Insolvency Proceeding.
In the event that Navidea and/or Macrophage becomes subject to a voluntary or involuntary bankruptcy or insolvency proceeding prior
to the Texas Court’s determination of the Final Obligation Amount, the Lenders may file a motion for relief from stay in
the bankruptcy or insolvency proceeding and neither Navidea, Macrophage or Cardinal Health shall at any time contest any such motion
nor take any action (directly or indirectly) to seek to adjudicate the Texas Claims in any court other than the Texas Court.


 






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	EXECUTION COPY	Exhibit 10.1


 


Section 3.2           Lender Insolvency Proceeding.
In the event that any of the Lenders becomes subject to a voluntary or involuntary bankruptcy or insolvency proceeding prior to
the Texas Court’s determination of the Final Obligation Amount, the Company may file a motion for relief from stay in the
bankruptcy or insolvency proceeding and neither none of the Lenders shall at any time contest any such motion nor take any action
(directly or indirectly) to seek to adjudicate the Texas Claims in any court other than the Texas Court.


 


Section 4.           Mutual Releases.


 


Section 4.1           Effective as of the Closing
Date, Navidea, Macrophage and Cardinal Health, on behalf of themselves and any entity or person that could claim derivatively,
each hereby irrevocably and forever release and discharge, and covenant not to sue, the Agent, each of the Lenders, all of their
respective directors, officers, members, agents or representatives, and any of them, from or for any and all claims, liability,
damages, counterclaims, claims for equitable relief, actions, causes of action, and/or demands (including, without limitation,
attorneys’ fees or costs) of every nature and description whatsoever, whether matured, unmatured or contingent, liquidated
or unliquidated, whether known, unknown or hereafter discovered, arising in whole or in part prior to the Closing Date in connection
with, arising out of or related to the Loan Documents or any action taken or failed to be taken in connection therewith, except
for the Texas Claims solely as set forth in this Agreement.


 


Section 4.2.           Effective as of the Closing
Date, the Agent and each Lender, on behalf of themselves and any entity or person that could claim derivatively, hereby irrevocably
and forever release and discharge, and covenant not to sue, the Company and Cardinal Health, all of their respective directors,
officers, members, agents or representatives, and any of them, from or for any and all claims, liability, damages, counterclaims,
claims for equitable relief, actions, causes of action, and/or demands (including, without limitation, attorneys’ fees or
costs) of every nature and description whatsoever, whether matured, unmatured, contingent, liquidated or unliquidated, whether
known, unknown or hereafter discovered, arising in whole or in part prior to the Closing Date in connection with, arising out of
or related to the Loan Documents or any action taken or failed to be taken in connection therewith, except that the Agent and each
Lender shall be entitled to pursue against the Company only the Texas Claims solely as set forth in this Agreement.


 






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	EXECUTION COPY	Exhibit 10.1


 


Section 4.3.           Nothing in the foregoing releases
shall preclude a Party or Parties from seeking to enforce the terms of this Agreement.


 


Section 5.           Representations and Warranties.


 


Section 5.1.           Each of the Parties hereto
represent and warrant to all of the other Parties hereto that, as of the Effective Date and as of the Closing Date: (a) it is duly
organized and validly existing under the laws of the state of its organization and has the requisite power, capacity and authority
to execute and deliver this Agreement (including the Exhibits attached hereto), to perform its obligations hereunder and to consummate
the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by it and constitutes
a legal, valid and binding obligation of it, enforceable against it in accordance with it terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization and similar laws of general applicability relating to or affecting creditors’ rights
and general principles of equity; (c) neither the execution and delivery of this Agreement, nor the performance of this Agreement,
by it will conflict with or result in a violation of, or default under, any of its organization documents or any agreement to which
it is a party, or any law, statute or court order by which it is bound; (d) no notice to, filing with, or authorization, registration,
consent or approval of any governmental authority or other entity is necessary for the execution, delivery or performance by it
of this Agreement or consummation of the transactions contemplated hereby; and (e) except for the claims made challenging the APA
set forth on Schedule 5.1 hereof, there is no action, claim, dispute, arbitration or proceeding (whether civil, criminal,
administrative or investigative) commenced by or before or otherwise involving any court, governmental or arbitration tribunal
pending or, to its knowledge, threatened against it, and there is no judgment, decree or order against it, in each case that would
reasonably be likely to adversely affect its ability to perform its obligations hereunder.


 


Section 5.2.           Each
Lender represents and warrants to all of the other Parties hereto that, as of the Effective Date and as of the Closing Date, all
of the Lenders listed on Schedule 2.2 hereof are the Lenders under the Loan Documents, have executed and delivered a copy of this
Agreement and that each Lender is the sole legal and beneficial owner of the pro rata share of the Loans set forth on Schedule
2.2 hereto.1


 


 





1
The Company agrees that it shall not object to any motion made by the Agent and/or the Lenders in the Texas Action to add as plaintiffs
Capital Royalty Partners II (Cayman) L.P, Capital Royalty Partners II – Parallel Fund “B” (Cayman) L.P. and CRG
Servicing LLC to reflect the current holders of the Loans and the current Agent.


 



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	EXECUTION COPY	Exhibit 10.1


 


Section 5.3.           Each Party hereto acknowledges
that the representations and warranties made by each other Party in Sections 5.1 and 5.2 of this Agreement are the exclusive representations
and warranties made by such Party with respect to this Agreement, and no Party is relying on any representations or warranties
other than those contained in Sections 5.1 and 5.2 of this Agreement.


 


Section 6.           Effectiveness. This
Agreement shall become effective (the “Effective Date”) upon execution hereof, as to Sections 1.1, 5, 6, and 7.3,
and shall become effective as to all other Sections hereof on and as of the Closing Date.




 



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	EXECUTION COPY	Exhibit 10.1


 


Section 7.           Miscellaneous.


 


Section 7.1.           Notices. Except
as expressly provided in this Agreement, all notices, consents, waivers, requests, or other instruments or communications given
pursuant to this Agreement shall be in writing, shall be signed by the Party giving the same, and shall be delivered by hand; sent
by registered or certified United States mail, return receipt requested, postage prepaid; sent by a recognized overnight delivery
service; or sent by facsimile at the following addresses:


 





	 	If to the Company:	Navidea Biopharmaceuticals, Inc.	 
	 	 	Macrophage Therapeutics, Inc.	 
	 	 	5600 Blazer Parkway, Suite 200	 
	 	 	Dublin, OH  43017-1367	 
	 	 	Attn:  Dr. Michael Goldberg	 
	 	 	Email:  mgoldberg@navidea.com	 
	 	 	 	 
	 	with a copy to:	Barnes & Thornburg LLP
	 	 	41 South High St., Suite 3300	 
	 	 	Columbus, OH 43215-4219	 
	 	 	Attn:  Robert C. Folland, Esq.	 
	 	 	Email:  rob.folland@btlaw.com	 
	 	 	 	 
	 	and to:	Dentons US LLP	 
	 	 	1221 McKinney Street, Suite 1900	 
	 	 	Houston, Texas 77010-2006	 
	 	 	Attn:  Glnn A. Ballard, Jr., Esq.	 
	 	 	Email:  Glenn.ballard@dentons.com	 
	 	 	 	 
	 	If to Lenders:	CRG Servicing LLC, as Successor Control Agent, 
	 	 	Administrative Agent and Secured Parties’ Representative
	 	 	1000 Main Street, Suite 2500	 
	 	 	Houston, Texas  77002	 
	 	 	Attn:  Andrei Dorenbaum	 
	 	 	Email:  adorenbaum@crglp.com	 
	 	 	 	 
	 	with a copy to:	Venable LLP	 
	 	 	1270 Avenue of the Americas	 
	 	 	New York, New York  10020	 
	 	 	Attn:  Jeffrey S. Sabin, Esq.	 
	 	 	Email:  JSSabin@Venable.com	 




 






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	EXECUTION COPY	Exhibit 10.1


 


	 	and to:	Lackey Hershman LLP	 
	 	 	3102 Oaklawn Avenue	 
	 	 	Dallas, Texas  75219	 
	 	 	Attn:	Michael Aigen, Esq.	 
	 	 	 	Paul Lackey, Esq.	 
	 	 	Email:	mpa@lhlaw.net	 
	 	 	 	pbl@lhlaw.net	 
	 	 	 	 	 
	 	If to Cardinal Health	c/o Cardinal Health, Inc.	 
	 	 	7000 Cardinal Place	 
	 	 	Dublin, OH 43017	 
	 	 	Attn: 	Vice President, Associate General Counsel,	 
	 	 	 	Mergers & Acquisitions	 
	 	 	Attn:	Senior Vice President, Deputy General Counsel,	 
	 	 	 	Corporate: Legal and Compliance	 
	 	 	Facsimile: 	(614) 757-6448	 




 


or such other address as may be designated in writing hereafter
by such Party.


 


Section 7.2.           Further Assurances.
Each Party agrees to make, execute and deliver all such additional and further acts, things, deeds and instruments as the other
Party may reasonably request to document and consummate the terms of this Agreement.


 


Section 7.3.           Governing Law; Waiver
of Jury Trial. Except for any disputes solely between Cardinal Health and the Company (which are governed by a certain Side
Letter Agreement between Cardinal Health and the Company), this Agreement and all matters arising hereunder or with respect hereto
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to
the principles of conflicts of laws thereof. From and after the Effective Date, each Party agrees that all legal proceedings concerning
the interpretation, enforcement and defense of the transactions contemplated by this Agreement (and any and all Exhibits hereto)
shall be commenced exclusively in the Texas Court (and appealed only to a court with jurisdiction over the Texas Court’s
decisions) and each Party submits to the exclusive jurisdiction of the Texas Court (or any appeals court with jurisdiction over
the Texas Court’s decisions) for the adjudication of any dispute thereunder or in connection therewith and hereby waives
any claim that it is not personally subject to the jurisdiction of any such court. Each Party hereby waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby.


 






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	EXECUTION COPY	Exhibit 10.1


 


Section 7.4           Assignment; Successors
and Assigns; No Third Party Rights. This Agreement may not be assigned by any of the Parties hereto without the prior written
consent of the other Parties hereto. Any attempted assignment in violation of the preceding sentence shall be null and void. This
Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
This Agreement shall be for the sole benefit of the Parties and their respective permitted successors and assigns, and this Agreement
is not intended, nor shall it be construed, to give any other individual or entity any legal or equitable right, remedy or claim
hereunder.


 


Section 7.5           Headings. The sections
headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this
Agreement.


 


Section 7.6.           Entire Agreement.
This Agreement and the exhibits attached hereto constitutes the entire agreement among the Parties with respect to the matters
covered hereby and supersedes all previous written, oral or implied understandings among the Parties with respect to such matters.
The Recitals set forth in the beginning of this Agreement are incorporated herein.


 


Section 7.7.           Amendments; Waiver.
No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by
all of the Parties, or, in the case of a waiver, by the Party who is the beneficiary of the provision being waived. No waiver of
any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver
in the future or a waiver of a subsequent default or a waiver of any other provision, condition or requirement thereof, nor shall
any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right.


 


Section 7.8.           Severability. Any
provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
If any court determines that any covenant, or any part of any covenant, is invalid or unenforceable, such covenant shall be enforced
to the full extent permitted by such court, and all other covenants shall no thereby be affected and shall be given full effect,
without regard to the invalid portions.


 






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	EXECUTION COPY	Exhibit 10.1


 


Section 7.9.           Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall
constitute one and the same instrument. This Agreement may be transmitted by facsimile or electronically, and it is the intent
of the Parties that the facsimile copy or PDF copy of any signature printed by a receiving facsimile machine or computer printer
shall be deemed an original signature and shall have the same force and effect as an original signature.


 


 


[SIGNATURE PAGE FOLLOWS]


 




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	EXECUTION COPY	Exhibit 10.1


 





	THE AGENT	 
	 	 	 	 
	CRG SERVICING LLC	 
	 	 	 	 
	By:	/s/ Andrei Dorenbaum	 
	 	Name:	Andrei Dorenbaum	 
	 	Title:	General Counsel	 




 








	THE LENDERS	 	 
	 	 	 	 	 	 
	CAPITAL ROYALTY PARTNERS II L.P. 	 
	 	 
	 	By CAPITAL ROYALTY PARTNERS II GP L.P., its

 General Partner	 
	 	 	 
	 	 	By CAPITAL ROYALTY PARTNERS II GP LLC,

 its General Partner	 
	 	 	 	 
	 	 	By	 /s/ Andrei Dorenbaum	 
	 	 	 	Name: 	 	 
	 	 	 	Title: 	 	 
	 	 	 	 	 	 
	CAPITAL ROYALTY PARTNERS II (Cayman) L.P., 	 
	 	 
	 	By CAPITAL ROYALTY PARTNERS II GP L.P., its 

General Partner	 
	 	 	 
	 	 	By CAPITAL ROYALTY PARTNERS II GP LLC,

 its General Partner	 
	 	 	 	 
	 	 	By	 /s/ Andrei Dorenbaum	 
	 	 	 	Name: 	 	 
	 	 	 	Title: 	 	 
	 	 	 	 	 	 
	CAPITAL ROYALTY PARTNERS II – PARALLEL

 FUND “A”, L.P. 	 
	 	 
	 	By CAPITAL ROYALTY PARTNERS II GP L.P., its

 General Partner	 
	 	 	 
	 	 	By CAPITAL ROYALTY PARTNERS II GP LLC,

 its General Partner	 
	 	 	 	 
	 	 	By 	/s/ Andrei Dorenbaum	 
	 	 	 	Name: 	 	 
	 	 	 	Title: 	 	 




 






    	 	15	 



     


    

  


	EXECUTION COPY	Exhibit 10.1


 





	CAPITAL ROYALTY PARTNERS II – PARALLEL

 FUND “B” (CAYMAN), L.P. 
	 	 
	 	By CAPITAL ROYALTY PARTNERS II GP L.P., its 

General Partner
	 	 
	 	 	By CAPITAL ROYALTY PARTNERS II GP LLC,

 its General Partner
	 	 	 
	 	 	By	/s/
    Andrei Dorenbaum	 
	 	 	 	Name: 	 	 
	 	 	 	Title: 	 	 
	 	 	 	 	 	 
	PARALLEL INVESTMENT OPPORTUNITIES

 PARTNERS II L.P., 
	 
	 	By PARALLEL INVESTMENT OPPORTUNITIES

 PARTNERS II GP L.P., its

 General Partner
	 	 
	 	 	By PARALLEL INVESTMENT 

OPPORTUNITIES PARTNERS II GP LLC,

 its General Partner
	 	 	 
	 	 	By 	/s/ Andrei Dorenbaum	 
	 	 	 	Name: 	 	 
	 	 	 	Title: 	 	 







 





	THE COMPANY	 
	 	 	 
	NAVIDEA BIOPHARMACEUTICALS, INC.
	 	 	 
	 	 	 
	By:	/s/ Jed Latkin	 
	 	Name: Jed Latkin	 
	 	Title: Interim CFO/COO	 
	 	 	 
	MACROPHAGE THERAPEUTICS, INC.
	 	 	 
	 	 	 
	By:	/s/ Jed Latkin	 
	 	Name: Jed Latkin	 
	 	Title: Interim CFO/COO	 




 




    	 	16	 



     


    

  


	EXECUTION COPY	Exhibit 10.1


 





	CARDINAL HEALTH 414, LLC	 
	 	 	 
	 	 	 
	By:	/s/ Tiffany Olson	 
	 	Name: Tiffany Olson	 
	 	Title: President – Nuclear Pharmacy Services	 




 








 






    	 	17