Exhibit 10.2


 


CONFIDENTIAL TREATMENT REQUESTED


[*] = Certain confidential information contained in this
document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and
Rule 406 of the Securities Act of 1933, as amended.


 


LICENSE AGREEMENT


 


BETWEEN


 


ENDOCYTE, INC


 


AND


 


PURDUE RESEARCH FOUNDATION


 


OCTOBER 21, 1998


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDED AND RESTATED EXCLUSIVE LICENSE
AGREEMENT


 


THIS AMENDED
AND RESTATED EXCLUSIVE LICENSE AGREEMENT is entered on this 21st day of October, 1998 (the “Amended and Restated Effective
Date”) and it amends and restates the EXCLUSIVE LICENSE AGREEMENT entered into on the 17th day of July, 1998 and shall be
effective as of the 21st day of December, 1995 (“Effective Date”) by and between PURDUE RESEARCH FOUNDATION, a corporation
of Indiana having an address at West Lafayette, Indiana 47907 (hereinafter “PRF”), and Endocyte Corporation, an Indiana
corporation, having a place of business at Lafayette, Indiana (hereinafter “LICENSEE”), PRF and LICENSEE collectively
referred to hereinafter as “the Parties.”


 


WITNESSETH:


 


WHEREAS, PRF
is the owner by assignment of those United States Patents and corresponding patents in other countries all as set forth in Appendix A
attached hereto (hereinafter, together with all divisions, continuations, continuations-in-part, foreign counterparts, and reissues
thereof, called the “Patents”); and


 


WHEREAS, PRF
and LICENSEE have previously executed an amendment to the Exclusive License Agreement (Appendix B), on July 17, 1998
and December 2, 1996 effective as of December 21, 1995. LICENSEE and PRF agree that the terms and conditions of this
Exclusive License Agreement shall supercede and take precedence over the previous Exclusive License Agreement (Appendix B)
signed on July 17, 1998.


 


WHEREAS, LICENSEE
desires license rights under such Patents and PRF is willing to grant such license rights under the terms and conditions hereinafter
set forth;


 


NOW, THEREFORE,
in consideration of the mutual promises and undertakings hereinafter set forth, the Parties hereto agree as follows:


 


ARTICLE I — DEFINITIONS


 


As used herein,
the following terms shall have the following meanings:


 


		1.1	“Affiliate” shall mean a corporation, company, partnership, or other business entity which controls or is controlled
by, or is under common control with, the designated party. In the case of a corporation or company, “control” means
ownership either directly or indirectly of at least fifty percent (50%) of the shares of stock entitled to vote for the election
of directors. The term “Affiliate” shall not include a third-party sublicensee of LICENSEE.



 


		1.2	“FDA Approval” shall mean final approval from the United States Food and Drug Administration to distribute, market
and sell any Licensed Product in the United States.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


		1.3	“Licensed Products” shall mean products falling within the scope of a Valid Claim or claims of the Patents or made
by processes within the scope of a Valid Claim or claims of the Patents.



 


		1.4	“Sales Value” shall mean (i) in the case of Licensed Products sold to third parties, the invoice price, F.O.B
place of manufacture, exclusive of sales taxes, packing, shipping and insurance charges, and less returns, allowances, and discounts
actually allowed; and (ii) in the case of any use of any Licensed Product by LICENSEE, any Affiliate or any third party for
the purpose of any testing or studies necessary to obtain FDA Approval, Zero Dollars ($0.00).



 


		1.5	“Valid Claim” shall mean any claim contained in any pending patent application or issued patent included within
the Patents which has not been abandoned or declared invalid in a non-appealable order, as the case may be, and which would be
infringed by the manufacture, use or sale of Licensed Products in the absence of the licenses granted hereunder.



 


		1.6	“Territory” shall mean all countries, worldwide.



 


		1.7	“Field of Use” shall mean:



 


		(a)	All Diagnostic and Imaging Applications; and



 


		(b)	All Therapeutic Applications.



 


		1.8	“Therapeutic Applications” shall mean any use of a Licensed Product for the prevention or treatment of disease
or injury.



 


		1.9	“Diagnostic or Imaging Applications” shall mean any use of a Licensed Product for purposes of the investigation
or determination of the nature or extent of any disease or injury.



 


		1.10	“Know-How” shall mean any and all confidential unpatented and/or non-patentable data, materials, samples and other
information owned and controlled by PRF which relate to the Patents or which is useful in the Manufacture, use or sale of Licensed
Products.



 


ARTICLE II — GRANTS


 


		2.1	PRF grants, subject to the terms of this Agreement, to LICENSEE a royalty-bearing, exclusive license under the Patents to make,
to have made, use, sell and import and sell Licensed Products in the Field of Use in the Territory.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-2-



    	 



    

  


		2.2	PRF grants, subject to the terms of this Agreement, to LICENSEE a non-exclusive license under the Know-How to make, to have
made, use, sell and import and sell Licensed Products in the Field of Use in the Territory.



 


		2.3	LICENSEE shall have the right to grant sublicenses under the license granted herein, and to extend the sublicenses to any third
party or Affiliate of LICENSEE. LICENSEE shall notify PRF promptly of any grant of sublicense hereunder and the terms thereof.



 


		2.4	PRF shall reserve, and the license granted shall be subject to the royalty-free right in PRF (or in Purdue University, if PRF’s
rights are assigned to the University) to make or have made for its use (but not to sell) the products or devices (or the rights
to practice the process, if a process invention) under each patent, provided that such reserved rights shall be used by PRF (or
the University as the case may be) solely for educational and research purposes and not for commercial purposes.



 


		2.5	All rights reserved to the United States Government and others under Public Law 96-517 and 98-620 shall remain and shall in
no way be affected by this Agreement. Portions of the Patents were developed under Grant 89-45-DC8-88-11465 awarded by the National
Science Foundation.



 


		2.6	PRF hereby warrants that it is the owner of the Patents and that such Patents are not subject to any lien, encumbrance, license
or claim of ownership of any third party, except to the extent stated in Section 2.4, in derogation of the rights granted
to LICENSEE in this Agreement.



 


ARTICLE III — DUE DILIGENCE


 


		3.1	(a) LICENSEE shall use its commercially reasonable efforts to bring one or more Licensed Products in the Field of Use
to market through program for exploitation of Patents. LICENSEE shall supply to PRF a business and project plan for the Licensed
Products to PRF no later than twelve (12) months after the Effective Date.



 


(b) LICENSEE further agrees
to secure $[*] to be expended for the testing and development of the Licensed Products. Once this initial funding of $[*] has been
expended (the “Crossover Date”), LICENSEE shall provide evidence of obtaining Additional Support needed to develop
the technology. Additional support shall be defined as:


 


		(I)	Having secured additional funding of at least $[*]; or



 


		(II)	Enter into a venture for the development and commercialization of the Diagnostic Imaging and Therapeutic applications of the
Licensed Products.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-3-



    	 



    

  


(c) If after [*] after the
Crossover Date the LICENSEE has not provided evidence of Additional Support, this Agreement may be terminated on written notice
of PRF.


 


(d) LICENSEE further agrees
to begin the development of Therapeutic Applications of the Licensed Products, other than those involving Gene Therapy, no later
than [*] from the Effective Date.


 


(e) LICENSEE further agrees
to provide evidence of being in bona fide negotiations or in-house development for Gene Therapy applications no later than [*]
from the Effective Date.


 


(f) LICENSEE further agrees
to provide $[*] over a three year period from Effective Date to fund research at Purdue University.


 


		3.2	Commencing twenty-four (24) months following FDA Approval, if , at any time, PRF is of the reasonable opinion that LICENSEE
is not meeting the public demand, as outlined below, for Licensed Products, PRF shall notify LICENSEE to that effect and LICENSEE
shall have six (6) months after such notice within which to meet such demand or to make other arrangements satisfactory to
PRF. If at the end of six (6) months’ period PRF is not satisfied that the public demand is or will be reasonably met
by LICENSEE, PRF may, at its option, terminate the license or convert the exclusive license to a non-exclusive license upon sixty
(60) days’ notice to LICENSEE. Net sales, based upon Sales Value, of [*] or more of the Licensed Products by LICENSEE
and any sublicensees during the first twenty-four (24) following FDA Approval shall be regarded by PRF as meeting the public
demand.



 


ARTICLE IV — PRF ROYALTY OBLIGATIONS


 


		4.1	LICENSEE shall pay PRF licensing fees according to the following schedule:



 


		(a)	$[*] on the Effective Date;



 


		(b)	$[*] the Effective Date;



 


		(c)	$[*] the Effective Date;



 


		(d)	$[*] the Effective Date; and



 


		(e)	$[*] the Effective Date.



 


		4.2	Subject to all the terms and conditions of this Agreement, for each calendar year this Agreement is in effect, LICENSEE shall
pay to PRF an earned royalty, which shall be agreed to in writing by the parties and which shall not exceed the maximum percentages
set forth below, calculated as a percentage of the Sales Value of Licensed Products made, used, sold or imported by LICENSEE, it
sublicensees or its Affiliates in each country of the Territory in which there is (are) valid unexpired Patents. The royalties
due hereunder shall be payable on a country-by-country basis in each country until the expiration of the last to expire of the
Patents covering the Licensed Products or the manufacture use or sale of the Licensed Products in such country. The royalty percentage
shall be [*] of the Sales Value of Licensed Products used or sold.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-4-



    	 



    

  


At any time during the term of this Agreement, the
parties shall be free to renegotiate, in good faith, the earned royalty percentages previously agreed to; provided that, in no
event shall the renegotiated royalty percentages exceed the royalty percentages set forth above.


 


		4.3	LICENSEE shall pay to PRF an annual minimum royalty for each calendar year during the life of this Agreement beginning in calendar
year 1998. The minimum royalty shall be payable on or before December 31 of each such calendar year. The minimum royalties
shall be as follows:



 


	2002	 	$	[*]	 
	2003	 	$	[*]	 
	2004	 	$	[*]	 
	2005	 	$	[*]	 
	Each
    year thereafter	 	$	12,500	 



 


If earned royalties for any calendar year do not equal
or exceed the minimum royalty owed for that calendar year, LICENSEE shall pay PRF an amount equal to the difference between the
calendar year earned royalty and the calendar year minimum royalty, said amount payable on or before January 31 of the next
following calendar year.


 


ARTICLE V — RECORDS, REPORTS,
PAYMENTS


 


		5.1	LICENSEE shall keep accurate books and records showing all sales and use by LICENSEE and its sublicensee of Licensed Products,
together with such other information as shall be necessary to enable earned royalties to be computed, and such books and records
showing all sales and use by LICENSEE and its sublicensee of Licensed Products shall be kept for a period of three (3) years
from the creation of such books and records. On or before the last day of March, June, September, and December of each year during
the life of this Agreement, LICENSEE shall render to PRF a written report showing the calculation, in reasonable detail, of earned
royalty for the preceding calendar quarter and shall accompany each such report with payment of any amount shown to be due. Such
reports are to be made by LICENSEE whether or not royalties are owed. Such reports and any royalties due will be made to PRF within
thirty (30) days of the end of each calendar quarter. Not more than once per calendar year during the term of this Agreement,
LICENSEE’s records and books shall be open during reasonable business hours for reasonable inspection by a certified public
accountant appointed and paid for by PRF and reasonably acceptable to LICENSEE, to determine the accuracy of such royalty statements
and payments but for not other purpose. PRF agrees that it and its designees shall keep confidential and shall not disclose or
use for purposes other than those set forth in Section 5.1, any information, report or document provided to or made available
to PRF or its designee.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-5-



    	 



    

  


ARTICLE VI — PATENT PROSECUTION


 


		6.1	As between PRF and LICENSEE, PRF shall have responsibility for filing, prosecution and maintenance of all Patents in the Territory.
LICENSEE shall have the right to review pending Patent applications and make recommendations to PRF concerning them. PRF will consider
in good faith all reasonable suggestions of LICENSEE with respect thereto. PRF agrees to keep LICENSEE informed of the course of
patent prosecution or other proceedings with respect to the Patents within the Territory. In the event PRF elects not to file,
prosecute or maintain any or all of the Patents in the Territory, PRF shall assign this responsibility to LICENSEE and cooperate
to assure the filing, prosecution and maintenance of all Patents. The parties shall hold all information disclosed to it under
this Section as confidential.



 


		6.2	LICENSEE shall have the right but not the obligation to seek extensions of the terms of PATENTS in the Territory. At LICENSEE’S
request, PRF shall either diligently seek to obtain such extensions or authorize LICENSEE to act as PRF’s agent for the purpose
of making any application for any extensions of the term of Patents and provide reasonable assistance therefor to LICENSEE, in
either event, at LICENSEE’s expense.



 


		6.3	PRF shall promptly provide LICENSEE copies of all notices and correspondence to or from the U.S .Patent and Trademark Office
and any foreign patent offices.



 


		6.4	Payment of all fees and costs relating to the filing, prosecution, and maintenance of the Patents shall be the responsibility
of LICENSEE, whether or not such fees and costs were incurred before or after the date of this Agreement. PRF acknowledges receipt
of patent expenses in the amount of $209,705.41 (see Appendix C) which covers all prior patent expenses through April 30,
1998.



 


		6.5	PRF will provide all requested Know-How to LICENSEE at LICENSEE’s expense.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-6-



    	 



    

  


ARTICLE VII— INFRINGEMENT/ENFORCEMENT


 


		7.1	If during the term of this Agreement one ore more Patents licensed hereunder is or appears to be infringed by a third party
within the Field of Use, then the party having knowledge thereof shall notify the other and the parties shall consult to consider
what, if any, action should be taken. Under no circumstances shall PRF have the obligation to enforce Patents. LICENSEE shall have
the first right (but not the obligation) to notify the infringer and/or initiate litigation or legal proceedings to abate the infringement.
In the event LICENSEE commences litigation, LICENSEE shall notify PRF in writing that the litigation has been commenced. PRF may
elect to join in any such legal proceedings against the alleged infringer. In the event LICENSEE has not initiated such legal proceedings
within six (6) months after becoming aware of the infringement, then PRF may initiate such legal proceedings on its own behalf;
and thereafter, LICENSEE may elect to join in those proceedings.



 


		7.2	If PRF elects to join in legal proceedings commenced by LICENSEE or sublicensee, or if LICENSEE or sublicensee elected to join
in legal proceedings commanded by PRF, all fees and costs incurred therein, and all damages shall be the responsibility of PRF.
If one Party elects not to join in legal proceedings initiated by the other Party, then the initiating Party shall be responsible
for all fees and costs incurred therein. All reasonable costs and expenses incurred as a result of said legal proceedings shall
be recoverable by LICENSEE or sublicensee out of damages and awards recovered by LICENSEE, sublicensee and/or PRF. Any remaining
amounts from damages and awards, once costs and expenses have been recovered, shall be divided between LICENSEE and PRF as follows:
LICENSEE shall retain seventy-five percent (75%) and PRF shall retain twenty-five percent (25%) of the damages and awards recovered
by LICENSEE. Each Party shall reasonably cooperate with the other Party, whether joining or not, in the conduct of the proceedings
(such as by joining in name only); however, where PRF is joined in any such legal proceedings in name only as a necessary party
and not at its election, then LICENSEE shall indemnify and hold harmless PRF from and against any and all actions, claims, and
counterclaims brought against PRF, and LICENSEE agrees to pay all legal expenses, damages, and costs which may be finally assessed
against PRF in such actions, claims, and counterclaims.



 


		7.3	PRF makes no warranty that the subject matter of the invention licensed hereunder will not infringe any third party patent
and PRF makes no covenant either to defend any infringement charge by a third party or to institute action against infringers of
any Patents hereby licensed.



  




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-7-



    	 



    

  





		7.4	If LICENSEE, any sublicensee or customer is named as a defendant in a lawsuit (hereinafter “Defendant”) charging
Defendant with patent infringement as a result of its manufacture or sale of Licensed Products or
its use of Licensed Products as disclosed in Patents or otherwise contending that Defendant does not have the right to manufacture,
sell or so use Licensed Products, and LICENSEE so notifies PRF that such a lawsuit has been filed and provides PRF with copies
of the Complaint and all papers associated with its filing. LICENSEE shall have the right to establish an Escrow Account for the
mutual benefit of PRF and LICENSEE. For so long as LICENSEE bears any liability for costs or damages as a result of such lawsuit
LICENSEE shall be entitled to deposit one-half (1/2) of the royalty payments to be paid to PRF under Paragraph 4.2 hereof
into said Escrow Account. The other one-half (1/2) of the royalty payments required to be paid under Paragraph 4.2 hereof
shall continue to be paid to PRF under the terms of this Agreement. If no royalty payments are yet due PRF during the period of
the defense of any such alleged infringement, LICENSEE shall be entitled to accrue a credit for all sums expended to pay any costs
and to pay any damages which may be awarded for infringement, and to offset these expenditures against any royalties to be paid
to PRF.


  





The amounts deposited into the Escrow Account shall
be used to pay LICENSEE’s out-of-pocket monetary expenses actually incurred in defending the lawsuit, including attorneys’
fees and any damages assessed against Defendant based specifically and only on Defendant’s manufacture, use or sale of Licensed
Products. The Escrow account shall be established as a Federally Insured deposit account earning interest not less than money market
or equivalent rates. The agreement establishing the Escrow Account shall require the Escrow Agent to provide PRF and LICENSEE with
accurate accounting reports, to reimburse LICENSEE for its said expenses as approved in writing by PRF, and to remit to PRF any
balance left in said account immediately all costs have been paid and all damage awards have been satisfied. PRF shall approve
all of out-of-pocket expenses for reimbursement by the Escrow Agent provided the expenses are accurately documented for PRF and
shown to be reasonably necessary to the defense of the lawsuit or an actual payment of assessed damages. LICENSEE shall have no
recourse against PRF concerning such a lawsuit other than the provisions of this Section 7.4.


 


ARTICLE VIII — PRODUCT LIABILITY


 


		8.1	LICENSEE shall indemnify and save PRF and/or Purdue University harmless from any and all claims, demands, actions and
                                                               causes of action against, PRF whether groundless or not, in connection with any and all injuries, losses, damages or
                                                               liability of any kind whatsoever arising, directly or indirectly, out of use, distribution, or sale of Licensed Products by
                                                               or through the LICENSEE or its Affiliates or sublicensees whether or not the claims, demands, actions or causes of action are
                                                               alleged to have resulted in whole or in part from the negligent acts or omissions of PRF and/or Purdue University or from
                                                               acts or omissions of such persons for which they are or any of them would otherwise be strictly liable. This indemnification
                                                               obligation shall include, without limiting the generality of the foregoing, reasonable attorney fees and other costs or
                                                               expenses incurred in connection with the defense of any and all such claims, demands, actions, or causes of action, and shall
                                                               extend to the Trustees, officers, employees, and agents of PRF and/or Purdue University. This indemnification obligation does
                                                               not extend to any occurrences or events whether at the PRF’s or Purdue University’s facilities or
                                                               elsewhere except those occurring in connection with the use, distribution, or sale of Licensed Products by or through
                                                               LICENSEE, or its Affiliates.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-8-



    	 



    

  


		8.2	LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and PRF in regard
to the events covered by Section 8.1 herein. LICENSEE shall name PRF as an additional name insured on said liability insurance.
The policy of said liability insurance shall require written notice of termination to be provided to PRF at least thirty (30) days
prior to expiration or other cancellation thereof.



 


		8.3	PRF hereby warrants that as of the Effective Date, it is aware of no fact which places the validity of the Patents into question.
Further, PRF hereby warrants that as of the Effective Date, it is unaware of any patent or claim by any third party upon the basis
of which PRF has any reason to believe that the making, using or selling of any Licensed Product will infringe any valid United
States patent.



 


		8.4	EXCEPT TO THE EXTENT EXPRESSLY STATED TO THE CONTRARY IN THIS AGREEMENT, PRF SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR USE OF LICENSED PRODUCTS
OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO LICENSED PRODUCTS OR LICENSED PATENTS.
PRF EXPRESSLY MAKES NO WARRANTY OF VALIDITY OF PATENTS LICENSED HEREUNDER.



 


ARTICLE IX — EXPORT CONTROLS


 


		9.1	It is understood that PRF is subject to United States laws and regulations controlling the export of technical data, computer
software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended and the Export Administration
Act of 1979), and that its obligations hereunder are contingent on compliance with applicable United States export laws and regulations.
The transfer of certain technical data and commodities may require a license from the cognizant agency of the United States Government
and/or written assurances by LICENSEE that LICENSEE shall not export data or commodities to certain foreign countries without prior
approval of such agency. PRF neither represents that a license shall not be required nor that, if required, it shall be issued.



 







    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-9-



    	 



    

  


ARTICLE X — NON-USE OF NAMES


 


		10.1	LICENSEE shall not use the names of the Purdue Research Foundation nor Purdue University nor any of its employees, nor any
adaptation thereof, in any advertising, promotional or sales literature without prior written consent obtained from PRF in each
case, except that LICENSEE may state that it is licensed by PRF under one or more of the Patents and/or applications comprising
the Patents.



  


		10.2	LICENSEE agrees that it will not under any circumstances advertise or otherwise state or imply that PRF or Purdue University
has tested or approved any product or process.



 


ARTICLE XI — ASSIGNMENT


 


		11.1	This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their successors and permitted assigns.
LICENSEE shall be permitted to assign its rights and obligations under this Agreement upon the written consent of PRF, which shall
not be unreasonably withheld.



 


ARTICLE XII — TERMINATION


 


		12.1	If LICENSEE shall be in default of any material obligation hereunder, and shall fail to remedy such default within ninety (90) days
after notice thereof by PRF, this Agreement may be terminated at the option of PRF by notice to that effect.



 


		12.2	LICENSEE shall have the right to terminate this Agreement at any time by giving notice in writing to PRF of its intent to do
so at least sixty (60) days prior to a termination date designated in said notice. In the event this Agreement is terminated
pursuant to this paragraph 12.2, LICENSEE must pay PRF, not later than sixty (60) days after said designated termination,
any royalties due under Article IV prior to the designated termination date.



 


		12.3	In the event of any termination under this Article, LICENSEE shall, at PRF’s request, assign its rights under any sublicense
agreement hereunder to PRF.



 


		12.4	Unless otherwise terminated as provided herein, this Agreement shall remain in full force and effect until the expiration of
the last-to-expire of the Valid Claim or Claims.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-10-



    	 



    

 








		12.5	This License Agreement shall be voidable by PRF in the event LICENSEE files bankruptcy.



 


ARTICLE XIII — PAYMENTS, NOTICES,
AND OTHER COMMUNICATIONS


 


		13.1	Service of all notices or reports provided for herein shall be deemed duly given if sent by registered or certified mail, postage
prepaid, to the addresses below. The date of mailing shall be the date of such notice.






 


	LICENSEE:	President
	 	Endocyte Corporation
	 	1205 Kent Avenue
	 	West Lafayette, Indiana 47906
	 	 
	PRF:	Office of Technology Transfer (P-88080)
	 	Purdue Research Foundation
	 	1063 Hovde Hall, Room 300
	 	West Lafayette, IN 47907-1063


 


		13.2	LICENSEE agrees to give PRF reasonable notice of all management meetings to be held by LICENSEE involving the Licensed Products
and will permit PRF to attend all such meetings.



 


ARTICLE XIV — GENERAL


 


		14.1	PRF warrants and represents that as of the date of this Agreement it is the exclusive and sole owner of the Patents and that
PRF has the right to make the conveyances set forth herein.



 


		14.2	LICENSEE shall mark the Licensed Products in accordance with 35 U.S.C. 287 and shall require same of any Affiliates or sublicensees.



 


		14.3	PRF shall not be liable to LICENSEE for failure by LICENSEE to obtain profit or income from Licensed Products.



 


		14.3	This Agreement shall be construed according to the laws of the State of Indiana. It constitutes the entire agreement between
the Parties hereto with respect to the subject matter hereof and may not be modified or extended except by written document signed
by an executive officer of the Parties.



 


		14.4	IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their duly authorized officers as of the
day and year first above written.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-11-



    	 



    

  


	PURDUE RESEARCH FOUNDATION	 	ENDOCYTE CORPORATION	 
	(PRF)	 	(LICENSEE)	 
	 	 	 	 
	/s/ William E. Baitinger	 	/s/ P. Ron Ellis	 
	 	 	 	 
	Signature	 	Signature	 
	 	 	 	 
	William E. Baitinger

Senior Technology Mgr.	 	P. Ron Ellis	 
	 	 	 	 
	Typed Name	 	Typed Name	 
	 	 	 	 
	 	 	President and CEO	 
	 	 	 	 
	Title	 	Title	 


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
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APPENDIX A


 


United States Patents Granted and Applications
Pending


 


	Purdue	 	 	 	 	 	 	 	 	 	 
	Reference	 	 	 	 	 	Issue/Filing	 	 	 	 
	Number	 	Matter #	 	Serial #	 	Date	 	Title	 	Status
	 	 	 	 	 	 	 	 	 	 	 
	P-88080.10.US	 	20035	 	07/498,762	 	3/28/90

4/28/92	 	Method of Enhanced Transmembrane Transport of Exogenous Molecules (continuation of P-88080 now abandoned) (biotin, riboflavin)	 	(CIP of 07/331,816, 4/30/89 ABAN) Patent No. 5,108,921;

Expires 4/28/2009
	 	 	 	 	 	 	 	 	 	 	 
	P-88080.20.US	 	21712	 	07/851,544	 	3/13/92

5/16/95	 	Method of Enhanced Transmembrane Transport of Exogenous Molecules (folate)	 	U.S. Patent No. 5,416,016

Expires 5/16/2012
	 	 	 	 	 	 	 	 	 	 	 
	P-88080.30.US	 	25043	 	08/349,407	 	12/05/94

6/3/97	 	Method of Enhanced Transmembrane Transport of Exogenous Molecules (thiamin)	 	U.S. Patent No. 5,635,382

Expires 12/5/2014
	 	 	 	 	 	 	 	 	 	 	 
	P-88080.3A.US	 	28035	 	08/784,019	 	1/15/97

10/13/98	 	Method for Targeting a Diagnostic Agent to Cells (no transmembrane transport required)	 	U.S. Patent No. 5,820,847

Expires 1/15/2017
	 	 	 	 	 	 	 	 	 	 	 
	P-88080.40.US	 	25124	 	08/442,174	 	5/16/95

11/18/97	 	Composition and Method for Tumor Imaging	 	U.S. Patent No. 5,688,488

Expires 5/16/2015
	 	 	 	 	 	 	 	 	 	 	 
	P-96114.00.US	 	62306	 	N/A	 	10/16/98	 	Folic Acid Derivatives	 	U.S. Nationalized PCT filed 4/17/00
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	—	 	 	 	Provisional Filed


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


	Purdue	 	 	 	 	 	 	 	 	 	 
	Reference	 	 	 	 	 	Issue/Filing	 	 	 	 
	Number	 	Matter #	 	Serial #	 	Date	 	Title	 	Status
	 	 	 	 	 	 	 	 	 	 	 
	P-99072.P1.US	 	65007	 	N/A	 	3/31/00	 	Method of Treatment Using Lignad-Immunogen Conjugates	 	 


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
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U.S. Parent: Matter No. 20035 (P-88080.1), U.S. Patent
5,108,921


 


FOREIGN COUNTERPARTS


 


	Purdue Ref. #	 	Matter#	 	Application No.	 	Country Filed	 	Status
	 	 	 	 	 	 	 	 	 
	P-88080.10.EP	 	21407	 	90906542.7-21	 	E.P.C.	 	Application published 1/22/92 as Publication No. 0466816; Application granted 11/26/97

Claims directed to biotin and folate
	 	 	 	 	 	 	 	 	 
	P-88080.10.JP	 	21408	 	2-506140	 	Japan	 	Application filed: 4/2/90

Requested Exam 3/13/97 claims conformed to EPO
	 	 	 	 	 	 	 	 	 
	P-88080.10.IE	 	20070	 	1201/90	 	Ireland	 	Application filed: 4/3/90

Copy of EPO granted application filed
	 	 	 	 	 	 	 	 	 
	P-88080.10.CA	 	20071	 	2013582-4	 	Canada	 	Application filed: 4/2/90

Requested Exam 3/13/97 claims conformed to EPO
	 	 	 	 	 	 	 	 	 
	P-88080.10.IL	 	20072	 	93983	 	Israel	 	Application filed: 4/2/90

Application issued May 19, 1997

Expires 4/2/2010
	 	 	 	 	 	 	 	 	 
	P-88080.10.ZA	 	20073	 	90/2538	 	South Africa	 	Patent Issued: 1/30/91

Patent No. 90/2538

Expires April 3, 2010
	 	 	 	 	 	 	 	 	 
	 	 	20080	 	—	 	Singapore	 	Application abandoned November 11, 1997


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
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	Purdue Ref #	 	Matter#	 	Application No.	 	Country Filed	 	Status
	 	 	 	 	 	 	 	 	 
	P-88080.10.AT	 	28833	 	90906542.7-2105	 	Austria	 	Issued 11/26/97

Patent No. ATE 160583T
	 	 	 	 	 	 	 	 	 
	P-88080.10.BE	 	28834	 	90906542.7-2105	 	Belgium	 	Issued 11/26/97

Patent No. 0466816
	 	 	 	 	 	 	 	 	 
	P-88080.10.CH	 	28835	 	90906542.7-2105	 	Switzerland	 	Issued 11/26/97

Patent No. 0466816
	 	 	 	 	 	 	 	 	 
	P-88080.10.DE	 	28836	 	90906542.7-2105	 	Germany	 	Issued 11/26/97

Patent No. 69031763.8
	 	 	 	 	 	 	 	 	 
	P-88080.10.DK	 	28837	 	90906542.7-2105	 	Denmark	 	Issued 11/26/97

Patent No. 0466816
	 	 	 	 	 	 	 	 	 
	P-88080.10.ES	 	28838	 	90906542.7-2105	 	Spain	 	Issued 11/26/97

Patent No. 0466816
	 	 	 	 	 	 	 	 	 
	P-88080.10.FR	 	28839	 	90906542.7-2105	 	France	 	Issued 11/26/97

Patent No. 0466816
	 	 	 	 	 	 	 	 	 
	P-88080.10.GB	 	28840	 	90906542.7-2105	 	Great Britain	 	Issued 11/26/97

Patent No. 0466816
	 	 	 	 	 	 	 	 	 
	P-88080.10.IT	 	28841	 	90906542.7-2105	 	Italy	 	Issued 11/26/97

Patent No. 0466816


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
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U.S. Parent: Matter No. 20035 (P-88080.1), U.S. Patent
5,108,921


 


FOREIGN COUNTERPARTS


 


	Purdue Ref #	 	Matter#	 	Application No.	 	Country Filed	 	Status
	 	 	 	 	 	 	 	 	 
	P-88080.10.LU	 	28842	 	90906542.7-2105	 	Luxemburg	 	Issued 11/26/97

Patent No. 0466816
	 	 	 	 	 	 	 	 	 
	P-88080.10.NL	 	28843	 	90906542.7-2105	 	Netherlands	 	Issued 11/26/97

Patent No. 0466816
	 	 	 	 	 	 	 	 	 
	P-88080.10.SE	 	28844	 	90906542.7-2105	 	Sweden	 	Issued 11/26/97

Patent No. 0466816


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
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U.S. Parent: Matter No. 25124 (P-94096), U.S. Patent No. 5,688,488


 


FOREIGN COUNTERPARTS


 


	Purdue Ref #	 	Matter#	 	Application No.	 	Country Filed	 	Status
	 	 	 	 	 	 	 	 	 
	P-94096.00.WO	 	26855	 	PCT/US96/07002	 	PCT	 	Abandoned in favor of

national applications
	 	 	 	 	 	 	 	 	 
	P-94096.00.CA	 	29190	 	2220008	 	Canada	 	Application filed 5/16/96

Request for Exam filed 3/97
	 	 	 	 	 	 	 	 	 
	P-94096.00.EP	 	29191	 	96916476.3	 	E.P.C.	 	Application filed 5/16/96
	 	 	 	 	 	 	 	 	 
	P-94096.00.JP	 	29192	 	08-535034	 	Japan	 	Application filed: 5/16/96

Request for Exam filed 3/97


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
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APPENDIX B


 


EXCLUSIVE LICENSE AGREEMENT


 


THIS AGREEMENT
is entered on this 17 th day of July, 1998 and shall be effective as of the 21 st day of December, 1995 (“Effective Date”)
by and between PURDUE RESEARCH FOUNDATION, a corporation of Indiana having an address at West Lafayette, Indiana 47907 (hereinafter
“PRF”), and Endocyte Corporation, an Indiana corporation, having a place of business at Lafayette, Indiana (hereinafter
“LICENSEE”), PRF and LICENSEE collectively referred to hereinafter as “the Parties.”


 


WITNESSETH:


 


WHEREAS, PRF
is the owner by assignment of those United States Patents and corresponding patents in other countries all as set forth in Appendix A
attached hereto (hereinafter, together with all divisions, continuations, continuations-in-part, foreign counterparts, and reissues
thereof, called the “Patents”); and


 


WHEREAS, PRF
and LICENSEE have previously executed an Exclusive License Agreement (Appendix B), dated December 2, 1996. LICENSEE and PRF
agree that the terms and conditions of this Exclusive License Agreement shall supercede and take precedence over the previous Exclusive
License Agreement (Appendix B) issued on December 2, 1996.


 


WHEREAS, LICENSEE
desires expanded license rights under such Patents and PRF is willing to grant such license rights under the terms and conditions
hereinafter set forth;


 


NOW, THEREFORE,
in consideration of the mutual promises and undertakings hereinafter set forth, the Parties hereto agree as follows:


 


ARTICLE I — DEFINITIONS


 


As used herein,
the following terms shall have the following meanings:


 


		1.1	“Affiliate” shall mean a corporation, company, partnership, or other business entity which controls or is controlled
by, or is under common control with, the designated party. In the case of a corporation or company, “control” means
ownership either directly or indirectly of at least fifty percent (50%) of the shares of stock entitled to vote for the election
of directors. The term “Affiliate” shall not include a third-party sublicensee of LICENSEE.



 


		1.2	“FDA Approval” shall mean final approval from the United States Food and Drug Administration to distribute, market
and sell any Licensed Product in the United States.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


		1.3	“Licensed Products” shall mean products falling within the scope of a Valid Claim or claims of the Patents or made
by processes within the scope of a Valid Claim or claims of the Patents.



 


		1.4	“Sales Value” shall mean (i) in the case of Licensed Products used by LICENSEE or its Affiliates, the list
price thereof for sales to third parties; (ii) in the case of Licensed Products sold to third parties, the invoice price,
F.O.B place of manufacture, exclusive of sales taxes, packing, shipping and insurance charges, and less returns, allowances, and
discounts actually allowed; and (iii) in the case of any use of any Licensed Product by LICENSEE, any Affiliate or any third
party for the purpose of any testing or studies necessary to obtain FDA Approval, Zero Dollars ($0.00).



 


		1.5	“Valid Claim” shall mean any claim contained in any pending patent application or issued patent included within
the Patents which has not been abandoned or declared invalid in a non-appealable order, as the case may be, and which would be
infringed by the manufacture, use or sale of Licensed Products in the absence of the licenses granted hereunder.



 


		1.6	“Territory” shall mean all countries, worldwide.



 


		1.7	“Field of Use” shall mean:



 


		(b)	All Diagnostic and Imaging Applications; and



 


		(b)	All Therapeutic Applications.



 


		1.8	“Therapeutic Applications” shall mean any use of a Licensed Product for the curative treatment or healing of disease
or injury.



 


		1.9	“Diagnostic or Imaging Applications” shall mean any use of a Licensed Product for purposes of the investigation
or determination of the nature or extent of any disease or injury.



 


ARTICLE II — GRANTS


 


		2.1	PRF grants, subject to the terms of this Agreement, to LICENSEE a royalty-bearing, exclusive license under the Patents to make,
to have made, use and sell Licensed Products in the Field of Use in the Territory.



 


LICENSEE shall have the right to grant sublicenses
under the license granted herein, and to extend the sublicenses to any third party or Affiliate of LICENSEE.


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
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LICENSEE shall notify PRF promptly of any grant of
sublicense hereunder and the terms thereof.


 


		2.2	PRF shall reserve, and the license granted shall be subject to the royalty-free right in PRF (or in Purdue University, if PRF’s
rights are assigned to the University) to make or have made for its use (but not to sell) the products or devices (or the rights
to practice the process, if a process invention) under each patent, provided that such reserved rights shall be used by PRF (or
the University as the case may be) solely for educational and research purposes and not for commercial purposes.



 


		2.3	All rights reserved to the United States Government and others under Public Law 96-517 and 98-620 shall remain and shall in
no way be affected by this Agreement. Portions of the Patents were developed under Grant 89-45-DC8-88-11465 awarded by the National
Science Foundation.



 


		2.4	PRF hereby warrants that it is the owner of the Patents and that such Patents are not subject to any lien, encumbrance, license
or claim of ownership of any third party, except to the extent stated in Section 2.4, in derogation of the rights granted
to LICENSEE in this Agreement.



 


ARTICLE III — DUE DILIGENCE


 


		3.1	(a) LICENSEE shall use its best efforts to bring one or more Licensed Products in the Field of Use to market through a
thorough, vigorous and diligent program for exploitation of Patents. LICENSEE shall supply to PRF a business and project plan for
the Licensed Products to PRF no later than twelve (12) months after the Effective Date.



 


(b) LICENSEE further agrees to secure $[*] to be expended
for the testing and development of the Licensed Products. Once this initial funding of $[*] has been expended (the “Crossover
Date”), LICENSEE shall provide evidence of obtaining Additional Support needed to develop the technology. Additional support
shall be defined as:


 


		(I)	Having secured additional funding of at least $[*]; or



 


		(II)	Enter into a venture for the development and commercialization of the Diagnostic Imaging and Therapeutic applications of the
Licensed Products.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-3-



    	 



    

  


If after 24 months after the Crossover Date the
LICENSEE has not provided evidence of Additional Support, this Agreement may be terminated on written notice of PRF.


 


(d) LICENSEE further agrees to begin the development
of Therapeutic Applications of the Licensed Products, other than those involving Gene Therapy, no later than eighteen months from
the Effective Date.


 


(e) LICENSEE further agrees to provide evidence of
being in bona fide negotiations or in-house development for Gene Therapy applications no later than thirty-six (36) months from
the Effective Date.


 


(f) LICENSEE further agrees to provide $[*] over a
three year period from Effective Date to fund research at Purdue University.


 


		3.2	It at any time following twenty-four (24) months following FDA Approval, PRF is of the opinion that LICENSEE is not meeting
the public demand for Licensed Products, PRF shall notify LICENSEE to that effect and LICENSEE shall have six (6) months after
such notice within which to meet such demand or to make other arrangements satisfactory to PRF. If at the end of six (6) months’
period PRF is not satisfied that the public demand is or will be reasonably met by LICENSEE, PRF may, at its option, terminate
the license or convert the exclusive license to a non-exclusive license upon sixty (60) days’ notice to LICENSEE. Net sales,
based upon Sales Value, of [*] or more of the Licensed Products by LICENSEE and any sublicensees during the first twenty-four (24)
months following FDA Approval shall be regarded by PRF as meeting the public demand. Public demand is defined as having the product/process
available in quantities sufficient to satisfy the needs of the public at a reasonable cost.



 


ARTICLE IV — PRF ROYALTY OBLIGATIONS


 


		4.1	LICENSEE shall pay PRF licensing fees according to the following schedule:



 


		(b)	$[*] on the Effective Date;



 


		(b)	$[*] six months after the Effective Date;



 


		(b)	$[*] twelve months after the Effective Date;



 


		(b)	$[*] eighteen months after the Effective Date; and



 


		(b)	$[*] twenty-four months after the Effective Date.



 


		4.2	Subject to all the terms and conditions of this Agreement, for each calendar year this Agreement is in effect, LICENSEE shall
pay to PRF an earned royalty, which shall be agreed to in writing by the parties and which shall not exceed the maximum percentages
set forth below, calculated as a percentage of the Sales Value of Licensed Products used or sold by LICENSEE, it sublicensees or
its Affiliates in the Territory during such calendar year. The maximum royalty percentages shall be:



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-4-



    	 



    

  


		(b)	[*] for Therapeutic Applications



 


		(b)	[*] for Diagnostic and Imaging Applications



 


At any time during the term of this Agreement, the
parties shall be free to renegotiate, in good faith, the earned royalty percentages previously agreed to; provided that, in no
event shall the renegotiated royalty percentages exceed the maximum royalty percentages set forth above.


 


		4.3	LICENSEE shall pay to PRF an annual minimum royalty for each calendar year during the life of this Agreement beginning in calendar
year 1998. The minimum royalty shall be payable on or before December 31 of each such calendar year. The minimum royalties
shall be as follows:



 


	2002	 	$	[*]	 
	2003	 	$	[*]	 
	2004	 	$	[*]	 
	2005	 	$	[*]	 
	Each year thereafter	 	$	[*]	 



 


If earned royalties for any calendar year do not equal
or exceed the minimum royalty owed for that calendar year, LICENSEE shall pay PRF an amount equal to the difference between the
calendar year earned royalty and the calendar year minimum royalty, said amount payable on or before January 31 of the next
following calendar year.


 


ARTICLE V — RECORDS, REPORTS,
PAYMENTS


 


		5.1	LICENSEE shall keep accurate books and records showing all sales and use by LICENSEE and its sublicensee of Licensed Products,
together with such other information as shall be necessary to enable earned royalties to be computed, and on or before the last
day of March, June, September, and December of each year during the life of this Agreement. LICENSEE shall render to PRF a written
report showing the calculation, in reasonable detail, of earned royalty for the preceding calendar quarter and shall accompany
each such report with payment of any amount shown to be due. Such reports are to be made by LICENSEE whether or not royalties are
owed. Such reports and any royalties due will be made to PRF within thirty (30) days of the end of each calendar quarter.
LICENSEE’s records and books shall be open during reasonable business hours for reasonable inspection by a certified public
accountant appointed and paid for by PRF and reasonably acceptable to LICENSEE, to determine the accuracy of such royalty statements
and payments but for not other purpose. PRF agrees that it and its designees shall keep confidential and shall not disclose or
use for purposes other than those set forth in Section 5.1, any information, report or document provided to or made available
to PRF or its designee.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-5-



    	 



    

  


ARTICLE VI — PATENT PROSECUTION


 


		6.1	PRF shall apply for and seek issuance of Patents and shall maintain the Patents for the duration of the term of the Patents
during the term of this Agreement. The prosecution, filing and maintenance of all Patents shall be the primary responsibility of
PRF; provided, however, LICENSEE shall have reasonable opportunities to advise PRF and shall cooperate with PRF in such prosecution,
filing, and maintenance. PRF shall promptly provide LICENSEE copies of all notices and correspondence to or from the U.S .Patent
and Trademark Office and any foreign patent offices.



 


		6.2	Payment of all fees and costs relating to the filing, prosecution, and maintenance of the Patents shall be the responsibility
of LICENSEE, whether or not such fees and costs were incurred before or after the date of this Agreement. PRF acknowledges receipt
of patent expenses in the amount of $209,705.41 (see Appendix C) which covers all prior patent expenses through April 30,
1998.



 


ARTICLE VII — INFRINGEMENT/ENFORCEMENT


 


		7.1	If during the term of this Agreement one ore more Patents licensed hereunder is or appears to be infringed by a third party
within the Field of Use, then the party having knowledge thereof shall notify the other and the parties shall consult to consider
what, if any, action should be taken. Under no circumstances shall PRF have the obligation to enforce Patents. LICENSEE shall have
the first right (but not the obligation) to notify the infringer and/or initiate litigation or legal proceedings to abate the infringement,
with the prior consent of PRF. PRF may elect to join in any such legal proceedings against the alleged infringer. In the event
LICENSEE has not initiated such legal proceedings within six (6) months after becoming aware of the infringement, then PRF
may initiate such legal proceedings on its own behalf; and thereafter, LICENSEE may elect to join in those proceedings.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-6-



    	 



    

  


		7.2	If PRF elects to join in legal proceedings commenced by LICENSEE, or if LICENSEE elected to join in legal proceedings commanded
by PRF, all fees and costs incurred therein, and all damages shall be the responsibility of PRF. If one Party elects not to join
in legal proceedings initiated by the other Party, then the initiating Party shall be responsible for all fees and costs incurred
therein. All reasonable costs and expenses incurred as a result of said legal proceedings shall be recoverable by LICENSEE out
of damages and awards recovered by LICENSEE and/or PRF. Any remaining amounts from damages and awards, once costs and expenses
have been recovered, shall be divided equally between LICENSEE and PRF. Each Party shall reasonably cooperate with the other Party,
whether joining or not, in the conduct of the proceedings (such as by joining in name only); however, where PRF is joined in any
such legal proceedings in name only as a necessary party and not at its election, then LICENSEE shall indemnify and hold harmless
PRF from and against any and all actions, claims, and counterclaims brought against PRF, and LICENSEE agrees to pay all legal expenses,
damages, and costs which may be finally assessed against PRF in such actions, claims, and counterclaims.



 


		7.3	PRF makes no warranty that the subject matter of the invention licensed hereunder will not infringe any third party patent
and PRF makes no covenant either to defend any infringement charge by a third party or to institute action against infringers of
any Patents hereby licensed.



 


		7.4	If LICENSEE, any sublicensee or customer is named as a defendant in a lawsuit (hereinafter “Defendant”) charging
Defendant with patent infringement as a result of its manufacture or sale of Licensed Products or its use of Licensed Products
as disclosed in Patents or otherwise contending that Defendant does not have the right to manufacture, sell or so use Licensed
Products, and LICENSEE so notifies PRF that such a lawsuit has been filed and provides PRF with copies of the Complaint and all
papers associated with its filing. LICENSEE shall have the right to establish an Escrow Account for the mutual benefit of PRF and
LICENSEE. For so long as LICENSEE bears any liability for costs or damages as a result of such lawsuit LICENSEE shall be entitled
to deposit one-half (1/2) of the royalty payments to be paid to PRF under Paragraph 4.2 hereof into said Escrow Account. The
other one-half (1/2) of the royalty payments required to be paid under Paragraph 4.2 hereof shall continue to be paid to PRF
under the terms of this Agreement. If no royalty payments are yet due PRF during the period of the defense of any such alleged
infringement, LICENSEE shall be entitled to accrue a credit for all sums expended to pay any costs and to pay any damages which
may be awarded for infringement, and to offset these expenditures against any royalties to be paid to PRF.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-7-



    	 



    

  


The amounts deposited into the Escrow Account shall
be used to pay LICENSEE’s out-of-pocket monetary expenses actually incurred in defending the lawsuit, including attorneys’
fees and any damages assessed against Defendant based specifically and only on Defendant’s manufacture, use or sale of Licensed
Products. The Escrow account shall be established as a Federally Insured deposit account earning interest not less than money market
or equivalent rates. The agreement establishing the Escrow Account shall require the Escrow Agent to provide PRF and LICENSEE with
accurate accounting reports, to reimburse LICENSEE for its said expenses as approved in writing by PRF, and to remit to PRF any
balance left in said account immediately all costs have been paid and all damage awards have been satisfied. PRF shall approve
all of out-of-pocket expenses for reimbursement by the Escrow Agent provided the expenses are accurately documented for PRF and
shown to be reasonably necessary to the defense of the lawsuit or an actual payment of assessed damages. LICENSEE shall have no
recourse against PRF concerning such a lawsuit other than the provisions of this Section 7.4.


 


ARTICLE VIII — PRODUCT LIABILITY


 


		8.1	LICENSEE shall indemnify and save PRF and/or Purdue University harmless from any and all claims, demands, actions and causes
of action against, PRF whether groundless or not, in connection with any and all injuries, losses, damages or liability of any
kind whatsoever arising, directly or indirectly, out of use, distribution, or sale of Licensed Products by or through the LICENSEE
or its Affiliates or sublicensees whether or not the claims, demands, actions or causes of action are alleged to have resulted
in whole or in part from the negligent acts or omissions of PRF and/or Purdue University or from acts or omissions of such persons
for which they are or any of them would otherwise be strictly liable. This indemnification obligation shall include, without limiting
the generality of the foregoing, reasonable attorney fees and other costs or expenses incurred in connection with the defense of
any and all such claims, demands, actions, or causes of action, and shall extend to the Trustees, officers, employees, and agents
of PRF and/or Purdue University. This indemnification obligation does not extend to any occurrences or events whether at the PRF’s
or Purdue University’s facilities or elsewhere except those occurring in connection with the use, distribution, or sale of
Licensed Products by or through LICENSEE, or its Affiliates.



 


		8.2	LICENSEE shall obtain and carry in full force and effect liability insurance which shall protect LICENSEE and PRF in regard
to the events covered by Section 8.1 herein. LICENSEE shall name PRF as an additional name insured on said liability insurance.
The policy of said liability insurance shall require written notice of termination to be provided to PRF at least thirty (30) days
prior to expiration or other cancellation thereof.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-8-



    	 



    

  


		8.3	PRF hereby warrants that as of the Effective Date, it is aware of no fact which places the validity of the Patents into question.
Further, PRF hereby warrants that as of the Effective Date, it is unaware of any patent or claim by any third party upon the basis
of which PRF has any reason to believe that the making, using or selling of any Licensed Product will infringe any valid United
States patent.



 


		8.4	EXCEPT TO THE EXTENT EXPRESSLY STATED TO THE CONTRARY IN THIS AGREEMENT, PRF SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR USE OF LICENSED PRODUCTS
OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO LICENSED PRODUCTS OR LICENSED PATENTS.
PRF EXPRESSLY MAKES NO WARRANTY OF VALIDITY OF PATENTS LICENSED HEREUNDER.



 


ARTICLE IX — EXPORT CONTROLS


 


		9.1	It is understood that PRF is subject to United States laws and regulations controlling the export of technical data, computer
software, laboratory prototypes and other commodities (including the Arms Export Control Act, as amended and the Export Administration
Act of 1979), and that its obligations hereunder are contingent on compliance with applicable United States export laws and regulations.
The transfer of certain technical data and commodities may require a license from the cognizant agency of the United States Government
and/or written assurances by LICENSEE that LICENSEE shall not export data or commodities to certain foreign countries without prior
approval of such agency. PRF neither represents that a license shall not be required nor that, if required, it shall be issued.



 


ARTICLE X — NON-USE OF NAMES


 


		10.1	LICENSEE shall not use the names of the Purdue Research Foundation nor Purdue University nor any of its employees, nor any
adaptation thereof, in any advertising, promotional or sales literature without prior written consent obtained from PRF in each
case, except that LICENSEE may state that it is licensed by PRF under one or more of the Patents and/or applications comprising
the Patents.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-9-



    	 



    

  


		10.2	LICENSEE agrees that it will not under any circumstances advertise or otherwise state or imply that PRF or Purdue University
has tested or approved any product or process.



 


ARTICLE XI — ASSIGNMENT


 


		11.1	This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their successors and permitted assigns.
LICENSEE shall be permitted to assign its rights and obligations under this Agreement upon the written consent of PRF, which shall
not be unreasonably withheld.



 


ARTICLE XII — TERMINATION


 


		12.1	If LICENSEE shall be in default of any material obligation hereunder, and shall fail to remedy such default within ninety (90) days
after notice thereof by PRF, this Agreement may be terminated at the option of PRF by notice to that effect.



 


		12.2	LICENSEE shall have the right to terminate this Agreement at any time by giving notice in writing to PRF of its intent to do
so at least sixty (60) days prior to a termination date designated in said notice. In the event this Agreement is terminated
pursuant to this paragraph 12.2, LICENSEE must pay PRF, not later than sixty (60) days after said designated termination,
any royalties due under Article IV prior to the designated termination date.



 


		12.3	In the event of any termination under this Article, LICENSEE shall, at PRF’s request, assign its rights under any sublicense
agreement hereunder to PRF.



 


		12.4	Unless otherwise terminated as provided herein, this Agreement shall remain in full force and effect until the expiration of
the last-to-expire of the Valid Claim or Claims.



 


		12.5	This License Agreement shall be voidable by PRF in the event LICENSEE files bankruptcy.



 


ARTICLE XIII — PAYMENTS, NOTICES,
AND OTHER COMMUNICATIONS


 


		13.1	Service of all notices or reports provided for herein shall be deemed duly given if sent by registered or certified mail, postage
prepaid, to the addresses below. The date of mailing shall be the date of such notice.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-10-



    	 



    

  


	LICENSEE:	President
	 	Endocyte Corporation
	 	1291 Cumberland, Suite E
	 	West Lafayette, Indiana 47906
	 	 
	PRF:	Office of Technology Transfer (P-88080)
	 	Purdue Research Foundation
	 	1063 Hovde Hall, Room 300
	 	West Lafayette, IN 47907-1063


 


		13.2	LICENSEE agrees to give PRF reasonable notice of all management meetings to be held by LICENSEE involving the Licensed Products
and will permit PRF to attend all such meetings.



 


ARTICLE XIV — GENERAL


 


		14.1	PRF warrants and represents that as of the date of this Agreement it is the exclusive and sole owner of the Patents and that
PRF has the right to make the conveyances set forth herein.



 


		14.2	LICENSEE shall mark the Licensed Products in accordance with 35 U.S.C. 287 and shall require same of any Affiliates or sublicensees.



 


		14.3	PRF shall not be liable to LICENSEE for failure by LICENSEE to obtain profit or income from Licensed Products.



 


		14.4	This Agreement shall be construed according to the laws of the State of Indiana. It constitutes the entire agreement between
the Parties hereto with respect to the subject matter hereof and may not be modified or extended except by written document signed
by an executive officer of the Parties.



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-11-



    	 



    

  


IN WITNESS WHEREOF, the Parties hereto have caused this instrument
to be executed by their duly authorized officers as of the day and year first above written.


 


	PURDUE RESEARCH FOUNDATION	 	ENDOCYTE CORPORATION	 
	(PRF)	 	(LICENSEE)	 
	 	 	 	 
	/s/ William E. Baitinger	 	/s/ P. Ron Ellis	 
	 	 	 	 
	Signature	 	Signature	 
	 	 	 	 
	William E. Baitinger	 	P. Ron Ellis	 
	 	 	 	 
	Typed Name	 	Typed Name	 
	 	 	 	 
	Senior Technology Manager	 	President/CEO	 
	 	 	 	 
	Title	 	Title	 


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-12-



    	 



    

  


Appendix A


 


ADD:


 


Title:


 


STRATEGY FOR PHARMACEUTICAL TARGETING


 


	Purdue	 	 	 	 	 	 	 	 	 	 
	Reference	 	 	 	 	 	Filing/	 	 	 	 
	Number	 	Matter #	 	Serial #	 	Issue Date	 	Title	 	Status
	 	 	 	 	 	 	 	 	 	 	 
	P-00110.00.WO	 	290.00260201	 	PCT/US02/13045	 	4/24/02	 	FOLATE MIMETICS AND

FOLATE-RECEPTOR BINDING CONJUGATES THEREOF	 	File Demand for

Preliminary Examination

By 11/24/02


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


APPENDIX A


 


U.S. Patents and Patent Applications


 


S/N 07/690,530

S/N 08/254,299

S/N 08/630,383

S/N 08/752,671

S/N 09/541,482

S/N 09/452,727

S/N 09/506,505


 


PCT Applications


 


PCT/US97/05842

PCT/US97/18475


 


Foreign Patents and Patent Applications


 


European Patent No. 0 510 949 B (based on European Patent
Application No. 92303618.0)

European Patent Application No. 97917902.5

European Patent Application No. 97949336.8


 


Japanese Patent No. 3105629 (based on Japanese Patent Application
No. 04-89223)

Japanese Patent Application No. 9-536451


 


Canadian Patent Application No. 2066810

Canadian Patent Application No. 2218737


 


Australian Patent Application No. 26100/97


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 21st day of February,
2001 amends the Agreement executed October 21, 1998 between Purdue Research Foundation (hereinafter known as PRF) and Endocyte
Corporation (hereinafter known as LICENSEE).


 


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


 


	1.	 	Appendix A
	 	 
	 	 	The following technology entitled, “Folate Mediated Targeting of Antigens and Haptens to Tumors” (PRF Ref. No.: P-99072) is being added to the Exclusive License Agreement executed on October 21, 1998.
	 	 
	 	 	PRF is the owner of this technology by assignment of the United States Patents and corresponding patents in other countries (hereinafter, together with all divisions, continuations, continuations-in-part, foreign counterparts, and reissues thereof).


 


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


 


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








 


	Purdue Research Foundation	 	Endocyte Corporation
	 	 	 	 	 
	By:	/s/ Elizabeth J. Kuuttila	 	By:	/s/ P. Ron Ellis
	 	 	 	 	 
	 	Elizabeth J. Kuuttila	 	 	P. Ron Ellis
	 	Asst. Vice President and Director	 	 	President and CEO


 


	Agreed and Acknowledged 	 
	 	 
	/s/ Philip S. Low	 
	Philip S. Low 	 


 









    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT #4 TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 17th day of June,
2002 amends the Agreement executed October 21, 1998 between Purdue Research Foundation (hereinafter known as PRF) and Endocyte
Corporation (hereinafter known as LICENSEE).


 


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


 


Witnesseth


 


Add


 


PRF and LICENSEE are joint owners of technology disclosed
as P-00110.


 


Grant


 


Replace


 


Article 2.1 — PRF grants, subject to the
terms of this Agreement to the extent of its rights in Patents, a royalty-bearing, exclusive license under the Patents to make,
to have made, use, sell and import and sell Licensed Products in the Field of Use in the Territory.


 


Patent
Prosecution


 


Add


 


Article 6.6 — LICENSEE is responsible
for prior patent costs for P-00110 in the amount of $10,293.05 whether or not such fees and costs were incurred before or after
the date of Agreement. LICENSEE shall pay patent costs in three (3) installments beginning upon execution of the Amendment
and three (3) month intervals after such date. See schedule below:


 


	Upon execution of Amendment	 	$	3,431.01	 
	3 months after execution	 	$	3,431.02	 
	3 months after last payment	 	$	3,431.02	 



 


Appendix A


 


Add technology entitled, “Strategy for Pharmaceutica
Targeting” (PRF Ref. No.: P-00110), see attached.


 


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


 


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


 





	Purdue Research Foundation	 	Endocyte Corporation
	 	 	 	 	 
	By:	/s/ Elizabeth J. Kuuttila	 	By:	/s/ P. Ron Ellis
	 	 	 	 	 
	 	Elizabeth J. Kuuttila	 	 	Name	P. Ron Ellis
	 	Asst. Vice President and Director	 	 	 	President and CEO







 


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT #5 TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 20th day of November,
2002 amends the Agreement executed October 21,1998 between Purdue Research Foundation (hereinafter known as PRF) and Endocyte
Corporation (hereinafter known as LICENSEE).


 


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


 


		1.	WITNESSETH



 


Add


 


PRF is the owner of the technology entitled, “Method
of Treatment Using Ligand-Immunogen Conjugates (Toll-like receptors)” PRF Reference Number P-01118 by assignment of the United
States Patents and corresponding patents in other countries (hereinafter, together with all divisions, continuations, continuations-in-part,
foreign counterparts, and reissues thereof).


 


		2.	Appendix A



 


Replace with the following Appendix A


 


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


 


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


 





	Purdue Research Foundation	 	Endocyte Corporation
	 	 	 	 	 
	By:	/s/ Elizabeth J. Kuuttila	 	By:	/s/ P. Ron Ellis
	 	 	 	 	 
	 	Name:	Elizabeth J. Kuuttila	 	 	P. Ron Ellis
	 	Title:	Assistant Vice President	 	 	President & CEO
	 	 	for Technology Commercialization	 	 	 







  




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT #6 TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 22nd day of April,
2003 amends the Agreement executed October 21, 1998, (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter
known as PRF) and Endocyte Corporation (hereinafter known as LICENSEE).


 


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


 


		1.	Appendix A



 


LICENSEE has requested and PRF agrees to add the following
technologies entitled, “Imaging of Inflammation in Atherosclerosis” PRF reference number P-03046 and “Lupus”
PRF reference number P-03055.


 


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


 


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


 





	Purdue Research Foundation	 	Endocyte Corporation
	 	 	 	 	 
	By:	/s/ Simran Trana	 	By:	/s/ P. Ron Ellis
	 	 	 	 	 
	 	Simran Trana	 	 	P. Ron Ellis
	 	Director, Life Sciences	 	 	President & CEO







 


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 7th day of, June 2006
amends the Agreement executed October 21, 1998, (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known
as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE).


 


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


 


Licensee has requested and PRF agrees to add the following technology
entitled “Folate-receptor Targeted Therapy to Monocyte-induced Inflammation” PRF Reference No. 64327 to
Appendix A of the AGREEMENT.


 


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


 


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





 


	Purdue Research Foundation	 	Endocyte, Inc.
	 	 	 	 	 
	By:	/s/ Joseph B. Hornett	 	By:	/s/ Ron P. Ellis
	 	 	 	 	 
	 	Joseph B. Hornett	 	 	Ron P. Ellis
	 	Senior Vice President	 	 	President & CEO


 


	Date:	6/8/2006	 	Date:	June 8, 2006


 









    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 10th day of, October 2006
amends the Agreement executed October 21, 1998, (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known
as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE).


 


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


 


Licensee has requested and PRF agrees to add the following technology
entitled “Folate Receptor Positive Endothelial Progenitor Cells (EPC)” PRF Reference No. 64556 to Appendix A
of the AGREEMENT.


 


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


 


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


  


	Purdue Research Foundation	 	Endocyte, Inc.
	 	 	 	 	 
	By:	/s/ Joseph B. Hornett	 	By:	/s/ Ron P. Ellis
	 	 	 	 	 
	 	Joseph B. Hornett

Senior Vice President	 	 	Ron P. Ellis

President & CEO


 


	Date:	10/12/2006	 	Date:	12 Oct 06


 







 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 10th day of October,
2006 amends the Agreement executed October 21, 1998, (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter
known as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE).


 


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


 


Licensee has requested and PRF agrees to add the following technology
entitled “Detection of Folate Binding Protein with Enhanced Sensitivity Using a Functionalized Quartz Crystal Microbalance
Sensor” PRF Reference No. 64616 to Appendix A of the AGREEMENT.


 


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


 


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





 


	Purdue Research Foundation	 	Endocyte, Inc.
	 	 	 	 
	By:	/s/ Joseph B. Hornett	 	By:	/s/ Ron P. Ellis
	 	 	 	 	 
	 	Joseph B. Hornett	 	 	Ron P. Ellis
	 	Senior Vice President	 	 	President & CEO


 


	Date:	10/12/2006	 	Date:	12 Oct 06





 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.
-2-



    	 



    

  


AMENDMENT #9 TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 1st day of, December 2006
amends the Agreement executed October 21, 1998, (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known
as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE).


 


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


 


Licensee has requested and PRF agrees to add the following technologies
to Appendix A of the AGREEMENT.


 


“Low Dose Irradiation Enhances the Efficacy of Folate-hapten
Targeted Immunotherapy” PRF Reference No. 64510 and “Folate Compounds Conjugated to F-18 for Use as Disease Diagnostics/Prognostics”
PRF Reference No. 64261


 


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


 


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


  


	Purdue Research Foundation	 	Endocyte, Inc.
	 	 	 	 
	By:	/s/ Joseph B. Hornett	 	By:	/s/ Ron P. Ellis
	 	 	 	 	 
	 	Joseph B. Hornett	 	 	Ron P. Ellis
	 	Senior Vice President	 	 	President & CEO


 


	Date:	12/8/2006	 	Date:	Dec. 8, 2006


  




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT #10 TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 22nd day of May,
2007 amends the Amended and Restated Agreement executed on October 21, 1998, (hereinafter AGREEMENT) between Purdue Research
Foundation (hereinafter known as PRF) and Endocyte Corporation (hereinafter known as LICENSEE).


 


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


 


LICENSEE has requested and PRF agrees to add the
following technologies to Appendix A of the AGREEMENT


 


“Method of Imaging Localized Infections”
PRF reference number 64811;


 


“Novel PET Imaging Agents” PRF reference
number 64812


 


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


 


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


  


	Purdue Research Foundation	 	Endocyte Corporation
	 	 	 	 
	By:	/s/ Joseph B. Hornett	 	By:	/s/ P. Ron Ellis
	 	 	 	 	 
	 	Joseph B. Hornett

Senior VP, Treasurer & COO	 	 	P. Ron Ellis

President & CEO


 


	 	 	 	Date:	23 May 07


  




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT #11 TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 25th day of April,
2008 (“Amendment Effective Date”) amends the Amended and Restated License Agreement executed on October 21st,
1998, (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte Corporation (hereinafter
known as LICENSEE) with respect to the matters addressed in this Agreement.


 


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


 


The following Patents are added to Appendix A of the AGREEMENT
as of the Amendment Effective Date.


 


		1.	“In Vivo Multiphoton Flow Cytometer” PRF Reference No. 64399



 


       Field of Use
for 64399 is limited to Folate-dependent uses only.


 


	Purdue Ref. No:	 	Serial/Patent No.	 	Country	 	File/Issue Date	 	Comments
	64399.00.US	 	N/A	 	U.S.	 	3/21/2008	 	Filed
	64399.00.WO	 	PCT/US06/037112	 	World	 	9/22/2006	 	Nationalized


 


		2.	“Ex-vivo Flow Cytometry Method and Device” PRF Reference No. 64731



 


	Purdue Ref. No:	 	Serial/Patent No.	 	Country	 	File/Issue Date	 	Comments
	64731.00.WO	 	PCT/US07/023176	 	World	 	11/3/2007	 	Filed


 


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


 


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


  


	Purdue Research Foundation	 	Endocyte Corporation
	 	 	 	 	 
	By:	/s/ Joseph B. Hornett	 	By:	/s/ P. Ron Ellis
	 	 	 	 	 
	 	Joseph B. Hornett

Senior VP, Treasurer & COO	 	 	P. Ron Ellis

President & CEO


 


	 	 	 	Date:	28 Apr 08


  




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


AMENDMENT #12 TO

EXCLUSIVE LICENSE AGREEMENT


 


THIS AMENDMENT, made and entered into this 11th day of September,
2009 (“Amendment Effective Date”) amends the Amended and Restated License Agreement executed on October 21st,
1998, and all subsequent Amendments (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte
Corporation (hereinafter known as LICENSEE) with respect to the matters addressed in this Agreement.


 


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


 


		1.	Amendment #11 added PRF Ref. No. 64399 to the Appendix A of the AGREEMENT. The field of use for 64399 is hereby amended
as follows.



 


Field
of Use for 64399 is limited to any vitamin-dependent, including folate-dependent, uses including any process, machine, manufacture,
or composition of matter.


 


		2.	The following Patents are added to Appendix A of the AGREEMENT “Folate Conjugated Immunogens” PRF Reference
No. 64871



 


	Purdue Ref. No:	 	Serial/Patent No.	 	Country	 	File/Issue Date	 	Comments
	64871.P1.US	 	60/932,823	 	U.S.	 	6/1/2007	 	Filed
	64871.P2.US	 	60/941,840	 	U.S.	 	6/4/2007	 	Filed
	64871.00.US	 	12/130,121	 	U.S.	 	5/30/2008	 	Filed


 


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


 


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


 





	Purdue Research Foundation	 	Endocyte Corporation
	 	 	 	 
	By:	/s/ Joseph B. Hornett	 	By:	/s/ P. Ron Ellis
	 	 	 	 	 
	 	Joseph B. Hornett	 	 	P. Ron Ellis
	 	Senior VP, Treasurer & COO	 	 	President & CEO


 


	 	 	 	Date:  	1 Oct 09


  




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    




 


AMENDMENT #13 to EXCLUSIVE LICENSE AGREEMENT


 


This AMENDMENT, made and entered into effective April 14, 2014
amends the Amended and Restated License Agreement executed on October 21, 1998 and previously amended (hereinafter “Agreement”)
between Purdue Research Foundation (hereinafter known as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE) as follows:


 


		1.	The following is added to the preamble of the Agreement:



 


WHEREAS Section 7.1(a) of the Restated Master Research Agreement
effective July 1, 2013 (the “MRA”) specifies prospectively from October 21, 1998 that each certain “Eligible
Disclosure will be amended to Schedule A of the 1998 License Agreement, and any patent prosecution arising under the Eligible Disclosure
will be administered under the 1998 License Agreement”, and


 


WHEREAS the definition of Patents hereunder shall be deemed
to include any and all patent applications, divisionals, continuations, continuations-in-part, foreign counterparts and reissues
derived from an Eligible Disclosure (as defined below) that is amended to this Agreement;


 


		2.	The following definition is added to the Agreement:



 


1.11 “Eligible Disclosure” shall have the meaning
set forth in the MRA.


 


		3.	The following is added to Article 2 of the License Agreement.



 


2.7 Appendix A constructively includes all Eligible Disclosures
that are subject to Article 7.1(a) of the MRA, whether or not those Eligible Disclosures are expressly identified in Appendix A
of this Agreement. The Parties shall amend this Agreement no less than annually to update Appendix A to list all constructively
included Eligible Disclosures.


 


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



 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


	Purdue

Reference

Number	 	Endocyte

Matter

Number	 	Application

Number	 	Filing Date	 	Patent

Number	 	Title	 	Status
	 	 	 	 	 	 	 	 	 	 	 	 	 
	64510.00.US	 	3220C-206923	 	12/162,661	 	7/30/2008	 	8168164	 	TARGETED CONJUGATES AND RADIATION	 	Issued
	 	 	 	 	 	 	 	 	 	 	 	 	 
	64812.00.US	 	3220C-209264	 	12/526,096	 	8/06/2009	 	8586595	 	POSITRON EMISSION TOMOGRAPHY IMAGING METHOD	 	Issued
	 	 	 	 	 	 	 	 	 	 	 	 	 
	63046.OA.US	 	3220C-216202	 	13/083,121	 	4/08/2011	 	8383354	 	DIAGNOSTIC METHOD FOR ATHEROSCLEROSIS	 	Issued
	 	 	 	 	 	 	 	 	 	 	 	 	 
	61023.1A.US	 	3220C-221773	 	13/529,823	 	6/21/2012	 	8388977	 	DIAGNOSIS OF MACROPHAGE MEDIATED DISEASE	 	Issued
	 	 	 	 	 	 	 	 	 	 	 	 	 
	96114.00.US	 	3220C-62306	 	09/529,682	 	4/17/2000	 	6291673	 	FOLIC ACID DERIVATIVES	 	Issued
	 	 	 	 	 	 	 	 	 	 	 	 	 
	99072.00.US	 	3220C-67883	 	09/822,379	 	3/30/2001	 	7033594	 	METHOD OF TREATMENT USING LIGAND-IMMUNOGEN CONJUGATES	 	Issued
	 	 	 	 	 	 	 	 	 	 	 	 	 
	61023.00.US	 	3220C-70808	 	10/138,275	 	5/02/2002	 	7740854	 	TREATMENT AND DIAGNOSIS OF MACROPHAGE MEDIATED DISEASE	 	Issued
	 	 	 	 	 	 	 	 	 	 	 	 	 
	63046.00.US	 	3220C-76260	 	11/022,088	 	12/23/2004	 	7977058	 	DIAGNOSTIC METHOD FOR ATHEROSCLEROSIS	 	Issued
	 	 	 	 	 	 	 	 	 	 	 	 	 
	99072.10.US	 	3220C-79124	 	11/274,973	 	11/16/2005	 	8105608	 	METHOD OF TREATMENT USING LIGAND-IMMUNOGEN CONJUGATES	 	Issued


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


	Purdue

Reference

Number	 	Endocyte

Matter

Number	 	Application

Number	 	Filing

Date	 	Patent

Number	 	Title	 	Status
	 	 	 	 	 	 	 	 	 	 	 	 	 
	65768.04	 	3220C-223514	 	PCT/US2013/028277	 	2/28/2013	 	 	 	FOLATE RECEPTOR ALPHA BINDING LIGANDS	 	
        Nat’l

         

        8/29/14

	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*]	 	[*]	 	[*]	 	[*]	 	 	 	[*]	 	[*]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	61118.00.US	 	3220C-71268	 	10/259,006	 	09/24/2002	 	 	 	METHOD OF TREATMENT USING LIGAND-IMMUNOGEN CONJUGATES	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*]	 	[*]	 	[*]	 	[*]	 	 	 	[*]	 	[*]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*]	 	[*]	 	[*]	 	[*]	 	 	 	[*]	 	[*]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	64812.10	 	3220C-227013	 	14/058,567	 	10/21/2013	 	 	 	POSITRON EMISSION TOMOGRAPHY IMAGING METHOD	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*]	 	[*]	 	[*]	 	[*]	 	 	 	[*]	 	[*]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	64327.08	 	3220C-224488	 	13/793,654	 	3/11/2013	 	 	 	IMAGING AND THERAPEUTIC METHOD USING MONOCYTES	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	61023.30	 	3220C-224487	 	13/795,059	 	3/12/2013	 	 	 	TREATMENT AND DIAGNOSIS OF MACROPHAGE MEDIATED DISEASE	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	63046.13	 	3220C-223673	 	13/714,659	 	12/14/2012	 	 	 	DIAGNOSTIC METHOD FOR ATHEROSCLEROSIS CONJUGATES	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


	Purdue

Reference

Number	 	Endocyte

Matter 

Number	 	Application

Number	 	Filing Date	 	Patent

Number	 	Title	 	Status
	 	 	 	 	 	 	 	 	 	 	 	 	 
	65514.03	 	3220C-223498	 	
        13/700,358

         
	 	11/27/2012	 	 	 	DELIVERY OF AGENTS TO INFLAMED TISSUES USING FOLATE-TARGETED LIPOSOMES	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	61023.1B.US	 	3220C-221268	 	13/463,447	 	5/03/2012	 	 	 	TREATMENT AND DIAGNOSIS OF MACROPHAGE MEDIATED DISEASE	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	65296.00.US	 	3220C-217905	 	13/254,637	 	9/2/2011	 	 	 	METHOD FOR EARLY IMAGING OF ATHEROSCLEROSIS	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	64811.00.US	 	3220C-210313	 	12/601,960	 	9/28/2010	 	 	 	METHOD OF IMAGING LOCALIZED INFECTIONS	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	64327.10.US	 	3220C-208461	 	12/391,981	 	2/24/2009	 	 	 	IMAGING AND THERAPEUTIC METHOD USING MONOCYTES	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	66099-03	 	 	 	13/779,501	 	2/27/2013	 	 	 	METHODS FOR TREATING CANCER	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	64556-04	 	 	 	13/910,306	 	6/5/2013	 	 	 	METHOD OF DETECTING ENDOTHELIAL PROGENITOR CELLS	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	65529.00.US	 	20150-215800	 	13/063,889	 	3/14/2011	 	 	 	FOLATE RECEPTOR BINDING CONJUGATES OF ANTIFOLATES	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	65401.00.US	 	20150-216164	 	13/124,408	 	4/15/2011	 	 	 	FOLATE TARGETING OF NUCLEOTIDES	 	Pending
	 	 	 	 	 	 	 	 	 	 	 	 	 
	64261.00.US	 	3220C-203451	 	11/793,459	 	12/23/2005	 	 	 	POSITRON EMISSION TOMOGRAPHY IMAGING METHOD	 	Pending




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

 


	Purdue

Reference

Number	 	Endocyte

Matter 

Number	 	Application

Number	 	Filing Date	 	Patent

Number	 	Title	 	Status
	 	 	 	 	 	 	 	 	 	 	 	 	 
	63055.00.WO	 	3220C-75156	 	
        PCT/US2004/

        014097
	 	
        5/6/2004

         
	 	 	 	CONJUGATES AND USES THEREOF	 	Expired


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.



    	 



    

  


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


 


IN WITNESS WHEREOF, the parties have executed this AMENDMENT
effective as of April 14, 2014.


 


	Purdue Research Foundation	 	Endocyte, Inc.
	 	 	 	 	 
	By:  	/s/ Daniel J. Hasler	 	By:	/s/ P. Ron Ellis


 




    	[*] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to, as applicable, Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and Rule 406 of the Securities Act of 1933, as amended.