##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    fromto   Commission file number
    001-35050
  ENDOCYTE, INC.
 (Exact name of Registrant as
    specified in its charter)
      Delaware(State or other jurisdiction
    of
    incorporation or organization)

35-1969-140(I.R.S. Employer
    Identification Number)  3000 Kent Avenue,
    Suite A1-100
    West Lafayette, IN 47906 (Address of
    Registrants principal executive offices)
  Registrants telephone number, including area code:
    (765) 463-7175
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.001 par value

NASDAQ Global Market   Securities registered pursuant to Section 12(g) of the
    Act: None
      o þ
  o þ
  o þ
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





ENDOCYTE,
    INC.
  ANNUAL
    REPORT ON
    FORM 10-K
    FOR THE YEAR ENDED DECEMBER 31, 2010
  INDEX
     
 PagePART IITEM 1.

BUSINESS


1ITEM 1A.

RISK FACTORS


32ITEM 1B.

UNRESOLVED STAFF COMMENTS


50ITEM 2.

PROPERTIES


51ITEM 3.

LEGAL PROCEEDINGS


51ITEM 4.

(REMOVED AND RESERVED)


51PART IIITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


51ITEM 6.

SELECTED FINANCIAL DATA


52ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


53ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


66ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISLOSURE


89ITEM 9A.

CONTROLS AND PROCEDURES


89ITEM 9B.

OTHER INFORMATION


89PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


89ITEM 11.

EXECUTIVE COMPENSATION


90ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANGEMENT AND RELATED STOCKHOLDER MATTERS


90ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


91ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


91PART IVITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES


91SIGNATURES




92EXHIBIT INDEXEX-3.1EX-3.2EX-10.5EX-23.1EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



PART I  Item 1.
    Business  Overview
          Our
    Strategy
    
    Obtain marketing approval of our phase 3-ready SMDC,
    EC145, for use in women with
    platinum-resistant
    ovarian cancer.  We plan to initiate a
    randomized, controlled, double-blinded phase 3 registration
    trial, PROCEED, in the first half of 2011 for the use of EC145
    to treat women with PROC. If successful, we plan to submit the
    results of the PROCEED trial, supported by the results of our
    randomized phase 2 clinical trial, PRECEDENT, to the FDA as the
    basis for our application for marketing approval.




---



##### Table of Contents




    Expand use of EC145 to other
    indications.  We would consider conducting
    additional trials to explore the broader utility of EC145 for
    treating patients with other ovarian cancer indications, such as
    front-line therapy in combination with platinum-based and
    taxane-based therapies. We are also developing EC145 for the
    treatment of NSCLC patients. Folate receptors are over-expressed
    on a wide variety of tumors, including in breast, colorectal,
    kidney, endometrial and other cancers. We estimate, based on
    worldwide cancer incidence rates, our own imaging studies and
    analysis of tumor biopsies that there are over one million newly
    diagnosed cancer patients per year in the United States, Europe
    and Japan whose tumors over-express the folate receptor. We
    intend to use EC20 to identify additional cancer indications for
    EC145 and to identify individual patients within each cancer
    indication who may be most suitable for treatment.
    Build a pipeline of SMDCs by leveraging our technology
    platform.  We believe that the modular
    approach of our technology platform will allow us to quickly and
    efficiently expand our pipeline of SMDC candidates featuring
    various combinations of our targeting ligands, linker systems
    and drug payloads. We currently have four SMDCs and two
    companion imaging diagnostics in clinical development.
    Develop companion imaging diagnostics for each of our
    therapies.  We believe there is a significant
    opportunity to create targeted therapies where individual
    patients are selected based upon the use of non-invasive imaging
    diagnostic tools. Our companion imaging diagnostics may lower
    the risk of development of our SMDCs by allowing us to select
    for our clinical trials only those patients whose disease
    over-expresses the receptor targeted by our SMDCs. This benefit
    may, upon regulatory approval, extend to clinical practice by
    giving physicians the information they need to prescribe our
    SMDCs to patients who are most likely to respond to our therapy.
    Build commercial capabilities and partner to maximize the
    value of our SMDCs.  To date, we have retained
    all worldwide commercial rights to our SMDCs. We intend to
    commercialize our oncology SMDCs in the United States through
    our own focused sales force that we would build in connection
    with such commercialization efforts, or by co-promoting these
    SMDCs in collaboration with one or more larger pharmaceutical
    companies that have established capabilities in commercializing
    cancer therapies. Outside of the United States, we currently
    intend to partner with established international pharmaceutical
    companies to maximize the value of our pipeline without the
    substantial investment required to develop an independent sales
    force in those geographies. In the large inflammatory disease
    markets, we currently expect to out-license our SMDCs in order
    to mitigate their higher costs of development and
    commercialization.  Our
    Technology Platform
    
  Targeting Ligand.
 2




---



##### Table of Contents



Linker System.
  Drug Payload.
      Companion
    Imaging Diagnostics
      Lead
    SMDC Candidate (EC145) and Advanced Clinical
    Trials
   3




---



##### Table of Contents



Kaplan-Meier
    curve for PFS in PRECEDENT
  
     4




---



##### Table of Contents



PRECEDENT


PROCEEDNumber of Patients

149


512Clinical Sites

65


120 to 150Patient Population

Platinum-resistant ovarian cancerBlinding

Open-label


Double-blindedTreatment Arm

EC145 and PLDControl Arm

PLD


PLD and PlaceboPrimary Endpoint

PFS (radiologic and clinical)


PFS (radiologic only)Powered for OS

No


YesEC145 Dose

2.5 mg intravenous, 3 times per week in weeks 1 and 3, on a
    28 day cyclePLD Dose

50 mg/m2

    intravenous on day 1, on a 28 day cycleEC20(++) and EC20(+) Hazard Ratio

0.547 (actual)


0.700EC20(++) Hazard Ratio

0.381 (actual)


0.560Cross-Over

Not allowedEC20 Scan

Enrolled regardless of scan results


EC20(-) excluded      5




---



##### Table of Contents



Inflammatory
    Diseases
    Our Small
    Molecule Drug Conjugate (SMDC) Technology
        
    Small size to better penetrate solid
    tumors.  We believe a key characteristic of
    our SMDCs is their ability to penetrate deeply into dense solid
    tumors. The targeting ligands for our SMDCs are approximately
    300 times smaller in molecular weight than a typical antibody
    incorporated in ADCs. This may result in greater uptake and
    higher concentrations of these molecules within solid tumors. 6




---



##### Table of Contents




    Rapid clearance for reduced
    toxicity.  The circulating half-life of ADCs
    currently in development generally range from several hours to
    several days. In contrast, our SMDCs are engineered to provide
    rapid uptake in targeted cells and rapid clearance from the
    bloodstream with a half-life of approximately 20 minutes. As a
    result of this shorter half-life, we believe there is reduced
    risk that our SMDCs will release the unconjugated drug payload
    into the blood stream. In our phase 1 trial of EC145, only four
    of 410, or less than one percent, of the blood samples analyzed
    had quantifiable levels of the unconjugated drug payload, and
    all four of these positive samples had concentrations near the
    lowest level of detection, and at a level where no significant
    toxicity was found.
    Companion imaging diagnostics for targeted
    therapy.  A companion imaging diagnostic can
    be created for each of our SMDCs. Because of the modular nature
    of our SMDC technology, the drug payload can be replaced with a
    radioisotope imaging agent, such as technetium-99m, or Tc-99m,
    that we employ in EC20, to create a companion imaging diagnostic
    designed to target the same diseased cells as the SMDC. The
    companion imaging diagnostic is intended to allow for real-time,
    full-body assessment of the receptor target without requiring an
    invasive tissue biopsy. Using full-body imaging, the receptor
    expression can be measured in every tumor and monitored
    throughout treatment. In our clinical trials that combined EC145
    with EC20, we have seen correlations between favorable
    therapeutic outcomes and increased uptake of EC20.
    Cost-effective and simple to
    manufacture.  Given the increasing pressure on
    drug pricing posed by payors, costs of development and
    manufacturing are increasingly important. Our SMDCs are
    relatively simple to manufacture and do not have the complexity
    and expense of biological molecules, like antibodies and ADCs.  SMDC
    Pipeline
    
  EC145:
    Folate Receptor Targeted Therapy
   7




---



##### Table of Contents



Folate
    Receptors in Cancer Cells
    Cellular
    Uptake of Folate
  
     8




---



##### Table of Contents



Folate
    Receptor Positive Cancers by Cancer Type
  
  American Cancer Society and Endocyte estimates based
    upon imaging studies and tissue biopsies.
         9




---



##### Table of Contents



Ovarian
    Cancer
  Market
    Opportunity
      
    Platinum-sensitive.  Women with
    platinum-sensitive ovarian cancer have a platinum-free interval
    of greater than six months. Upon disease recurrence or
    progression, these patients are believed to benefit from
    additional exposure to platinum-based chemotherapy.
    Platinum-resistant.  Women with
    platinum-resistant ovarian cancer have a platinum-free interval
    of six months or less. These patients are much more resistant to
    standard chemotherapy and will typically receive PLD or
    topotecan or participate in a clinical trial. Overall response
    rate measured by RECIST, or ORR, for these subsequent therapies
    is in the range of 10 to 20 percent with median OS of
    approximately 11 to 12 months.      Phase 1
    Clinical Trial
   10




---



##### Table of Contents



Phase 2
    Single-Arm Clinical Trial
          
    the EC20(++) group was characterized as having 100 percent
    of their tumors tested positive for the folate receptor;
    the EC20(+) group score was 1 to 99 percent positive or at
    least one, but not all of their tumors tested positive for the
    folate receptor; and
    the EC20(-) group score was 0 percent positive because none
    of their tumors tested positive for the folate receptor.     11




---



##### Table of Contents



Platinum REsistant Ovarian Cancer
    Evaluation of Doxil and EC145
    CombiNation Therapy (PRECEDENT): Randomized Phase
    2 Clinical Trial in PROC
             12




---



##### Table of Contents



Kaplan-Meier
    curve for PFS in PRECEDENT
  
     Kaplan-Meier
    curve for OS in PRECEDENT
  
  follow-up
 13




---



##### Table of Contents



PRECEDENT
    Trial Grade 3-4 Toxicities(1)
    (At final PFS Analysis)
  EC145 and PLD


PLDHematological Toxicities

(n=107)


(n=50)Neutropenia <
    1,000/mm3


12.1
%(13)


4.0
%(2)Febrile neutropenia


0.9
%(1)


2.0
%(1)Anemia < 8 g/dL


6.5
%(7)


4.0
%(2)Thrombocytopenia <
    50,000/mm3


1.9
%(2)


2.0
%(1)Leukopenia <
    2,000/mm3


16.8
%(18)


4.0
%(2)Lymphopenia <
    500/mm3


17.8
%(19)


18.0
%(9)   EC145 and PLD


PLDNon-Hematological Toxicities

(n=107)


(n=50)Stomatitis


5.6
%(6)


4.0
%(2)PPE syndrome


11.2
%(12)


2.0
%(1)     (1)
    
    Hematological toxicities are based on lab values regardless of
    causality. Non-hematological toxicities were drug-related
    toxicities occurring in five percent or more of patients in at
    least one arm of the trial.  Trial for Women With Platinum Resistant
    Ovarian Cancer Evaluating
    EC145 in Combination with Doxil (PROCEED): Phase 3
    Clinical Trial for Approval of EC145 in PROC
       14




---



##### Table of Contents




    Clinically meaningful improvement in
    PFS.  The trial is designed to show
    approximately a 43 percent improvement in median PFS, which
    we believe is clinically meaningful in this patient population,
    where there is a high unmet medical need and no approved drug
    has demonstrated a statistically significant improvement in
    median PFS or OS. Our PRECEDENT randomized phase 2 clinical
    trial showed a statistically significant PFS benefit that
    corresponds to approximately an 85 percent improvement in
    median PFS.
    Powered to evaluate OS.  The trial is
    powered to detect a 38 percent improvement in median OS. To
    ensure the integrity of the OS measurement, we do not allow
    cross-over between the trial arms.
    Blinded radiologic assessment of
    PFS.  The trial will be double-blinded to
    minimize any occurrence of bias, and the PFS analysis will be
    based only on radiologic assessment. The trial will include a
    supportive PFS analysis based on a centralized blinded
    independent review confirmed by a centralized blinded
    independent review.
    Favorable risk/benefit analysis.  The
    final results of the phase 2 trial indicated a significant and
    clinically meaningful benefit in PFS in the context of
    manageable toxicity. No statistically significant safety
    differences were seen between EC145 and PLD versus PLD alone
    either in overall adverse events or serious adverse events. We
    believe that in this area of high unmet medical need, this is a
    favorable risk/benefit assessment, which we believe can be
    repeated in PROCEED.  Non-Small
    Cell Lung Cancer
  Market
    Opportunity
    Clinical
    Trials in NSCLC: Phase 2 Single-Arm Clinical Trial
   15




---



##### Table of Contents



All Patients

EC20(++)

EC20(+)EC145 (all patients)

34.5%


57.1
%


14.3
%EC145 (three or fewer prior therapies)

42.9%


70.0
%


20.0
%Historical benchmark (two or three prior therapies)

21% to 30%






     NSCLC
    Development Plan
    EC20:
    Lead Companion Imaging Diagnostic for Folate-Targeted
    Therapies
     16




---



##### Table of Contents




    minimally invasive (not requiring biopsy);
    real-time assessment of tumor receptor expression (as opposed to
    analysis based on archived tissue);
    greater sensitivity because EC20 binds to all forms of the
    folate receptor (tissue sample analysis may understate folate
    receptor expression by not recognizing all forms of the folate
    receptor);
    greater specificity because EC20 distinguishes between those
    receptors accessible to folate in the blood and those not
    accessible (tissue sample analysis may overstate folate receptor
    expression); and
    full-body evaluation (as opposed to samples of tumor which may
    or may not be indicative of all areas of disease).  EC20
    Development Plan
        Other
    Pipeline Programs
  Folate
    Receptor Targeted Programs
     17




---



##### Table of Contents



Prostate
    Specific Membrane Antigen Targeting Programs
      Inflammatory
    Disease Programs
     18




---



##### Table of Contents



Competition
          
    our ability to design and successfully execute appropriate
    clinical trials;
    our ability to recruit and enroll patients for our clinical
    trials;
    the results of our clinical trials and the efficacy and safety
    of our SMDCs and companion imaging diagnostics;
    the cost of treatment in relation to alternative therapies; 19




---



##### Table of Contents




    the speed at which we develop our SMDCs and companion imaging
    diagnostics;
    achieving and maintaining compliance with regulatory
    requirements applicable to our business;
    the timing and scope of regulatory approvals, including labeling;
    adequate levels of reimbursement under private and governmental
    health insurance plans, including Medicare;
    our ability to protect intellectual property rights related to
    our SMDCs and companion imaging diagnostics;
    our ability to commercialize and market any of our products that
    may receive regulatory approval;
    our ability to have our partners manufacture and sell commercial
    quantities of any approved SMDCs and companion imaging
    diagnostics to the market; and
    acceptance of SMDCs and companion imaging diagnostics by
    physicians, other healthcare providers and patients.    Manufacturing
       20




---



##### Table of Contents



Sales and
    Marketing
        Employees
    Government
    Regulation
    United
    States Government Regulation
    The
    Investigational New Drug Process
     21




---



##### Table of Contents




    Phase 1.  Phase 1 involves the initial
    introduction of an investigational new drug into humans. Phase 1
    clinical trials are typically closely monitored and may be
    conducted in patients with the target disease or condition or
    healthy volunteers. These studies are designed to evaluate the
    safety, dosage tolerance, metabolism and pharmacologic actions
    of the investigational drug in humans, the side effects
    associated with increasing doses, and if possible, to gain early
    evidence on effectiveness. During phase 1 clinical trials,
    sufficient information about the investigational drugs
    pharmacokinetics and pharmacologic effects may be obtained to
    permit the design of well-controlled and scientifically valid
    phase 2 clinical trials. The total number of participants
    included in phase 1 clinical trials varies, but generally ranges
    from 20 to 80.
    Phase 2.  Phase 2 includes the
    controlled clinical trials conducted to preliminarily or further
    evaluate the effectiveness of the investigational drug for a
    particular indication in patients with the disease or condition
    under study, to determine dosage tolerance and optimal dosage,
    and to identify possible adverse side effects and safety risks
    associated with the drug. Phase 2 clinical trials are typically
    well controlled, closely monitored and conducted in a limited
    patient population, usually involving no more than several
    hundred participants.
    Phase 3.  Phase 3 clinical trials are
    generally controlled clinical trials conducted in an expanded
    patient population generally at geographically dispersed
    clinical trial sites. They are performed after preliminary
    evidence suggesting effectiveness of the drug has been obtained,
    and are intended to further evaluate dosage, effectiveness and
    safety, to establish the overall benefit-risk relationship of
    the investigational drug, and to provide an adequate basis for
    product approval by the FDA. Phase 3 clinical trials usually
    involve several hundred to several thousand participants.  and/or
     22




---



##### Table of Contents



The NDA
    Approval Process
            Post-Approval
    Regulation
   23




---



##### Table of Contents



Europe/Rest
    of World Government Regulation
           24




---



##### Table of Contents



Compliance
    Pharmaceutical
    Coverage, Pricing and Reimbursement
     25




---



##### Table of Contents



Other
    Healthcare Laws and Compliance Requirements
     26




---



##### Table of Contents



Patents
    and Proprietary Rights
                 27




---



##### Table of Contents



paid-up
         28




---



##### Table of Contents



non-U.S. jurisdictions
       29




---



##### Table of Contents



Corporate
    Information
  Suite A1-100, (765) 463-7175.
  Available
    Information
  Form 10-K, Form 10-Q, Form 8-K Form 10-K
   30




---



##### Table of Contents



Executive
    Officers of the Registrant
    Name

Age

PositionP. Ron Ellis


49


President and Chief Executive OfficerMichael A. Sherman


44


Chief Financial OfficerPhilip S. Low, Ph.D.


63


Chief Science OfficerChristopher P. Leamon, Ph.D.


44


Vice President of ResearchChandra D. Lovejoy


39


Vice President of Regulatory AffairsRichard A. Messmann, M.D.


54


Vice President of Medical AffairsAllen R. Ritter, Ph.D.


49


Vice President of Manufacturing and Chemistry Manufacturing
    Control   P. Ron Ellis
  Michael A. Sherman
  Philip S. Low, Ph.D.
  Christopher P. Leamon, Ph.D.
  Chandra D. Lovejoy
  Richard A. Messmann, M.D.
  Allen R. Ritter, Ph.D.
 31




---



##### Table of Contents



Item 1A.
    Risk
    Factors  Risk factors which could cause actual results to differ from
    our expectations and which could negatively impact our financial
    condition and results of operations are discussed below and
    elsewhere in this report. The risks and uncertainties described
    below are not the only ones we face. Additional risks and
    uncertainties not presently known to us or that are currently
    not believed to be significant to our business may also affect
    our actual results and could harm our business, financial
    condition and results of operations. If any of the risks or
    uncertainties described below or any additional risks and
    uncertainties actually occur, our business, results of
    operations and financial condition could be materially and
    adversely affected.
  Risks
    Related to Our Business and Industry
  We
    have incurred significant losses since our inception and
    anticipate that we will continue to incur losses for the
    foreseeable future. We may never achieve or sustain
    profitability.
    We are
    a clinical-stage company with no approved products, which makes
    it difficult to assess our future viability.
    We are
    highly dependent on the success of our lead SMDC, EC145, and we
    cannot give any assurance that we will successfully complete its
    clinical development, or that it will receive regulatory
    approval or be successfully commercialized.
   32




---



##### Table of Contents



non-U.S. regulatory
  The
    results of previous clinical trials may not be predictive of
    future results, and our current and planned clinical trials may
    not satisfy the requirements of the FDA or other
    non-U.S.
    regulatory authorities.
      non-U.S. regulatory
   33




---



##### Table of Contents



There
    is a high risk that our development and clinical activities will
    not result in commercial products, and we will have invested in
    our current development and clinical programs, to the exclusion
    of others, for several more years before it is known whether one
    or more of our product candidates will receive regulatory
    approval or be commercially introduced.
  non-U.S. regulatory
  The
    coverage and reimbursement status of newly approved
    biopharmaceuticals is uncertain, and failure to obtain adequate
    coverage and adequate reimbursement of EC145 or other product
    candidates could limit our ability to generate
    revenue.
   34




---



##### Table of Contents



Our
    development activities could be delayed or stopped for a number
    of reasons, many of which are outside our control, including
    failure to recruit and enroll patients for clinical
    trials.
    
    limited number of, and competition for, suitable sites to
    conduct our clinical trials;
    government or regulatory delays and changes in regulatory
    requirements, policy and guidelines;
    delay or failure to obtain sufficient supplies of the product
    candidate for our clinical trials as a result of non-compliance
    of current cGMP, of our suppliers or for other reasons;
    delay or failure to reach agreement on acceptable clinical trial
    agreement terms with prospective sites or investigators; and
    delay or failure to obtain IRB, approval to conduct a clinical
    trial at a prospective site.    
    slower than expected rates of patient recruitment and enrollment;
    unforeseen safety issues;
    lack of efficacy evidenced during clinical trials, which risk
    may be heightened given the advanced state of disease and lack
    of response to prior therapies of patients in our clinical trial
    for EC145 in PROC; 35




---



##### Table of Contents




    termination of our clinical trials by an IRB at one or more
    clinical trial sites;
    inability or unwillingness of patients or medical investigators
    to follow our clinical trial protocols; and
    inability to monitor patients adequately during or after
    treatment or high patient dropout rates.      Even
    if we are able to obtain regulatory approval of EC145 based on
    our initial phase 3 clinical trial, marketing will be limited to
    our intended indication of PROC and not ovarian cancer
    generally, or any other type of cancer.
    Our
    product candidates may cause undesirable side effects that could
    delay or prevent their regulatory approval or
    commercialization.
    non-U.S. regulatory
  
    regulatory authorities may withdraw their approval of this
    product;
    we may be required to recall this product, change the way this
    product is administered, conduct additional clinical trials or
    change the labeling of this product;
    this product may be rendered less competitive and sales may
    decrease; or
    our reputation may suffer generally both among clinicians and
    patients.   36




---



##### Table of Contents



We may
    not obtain government regulatory approval to market our product
    candidates or negotiate satisfactory pricing for our product
    candidates which could adversely impact our future
    profitability.
  non-U.S. jurisdictions. non-U.S. jurisdictions,
    We may
    require substantial additional funding which may not be
    available to us on acceptable terms, or at all.
      
    our need to expand our research and development activities;
    the rate of progress and cost of our clinical trials and the
    need to conduct clinical trials beyond those planned;
    the costs associated with establishing a sales force and
    commercialization capabilities;
    the costs of acquiring, licensing or investing in businesses,
    product candidates and technologies;
    the costs and timing of seeking and obtaining approval from the
    FDA and
    non-U.S. regulatory
    authorities;
    our ability to maintain, defend and expand the scope of our
    intellectual property portfolio;
    our need and ability to hire additional management and
    scientific and medical personnel;
    the effect of competing technological and market developments;
    our need to implement additional internal systems and
    infrastructure, including financial and reporting systems
    appropriate for a public company; and 37




---



##### Table of Contents




    the economic and other terms and timing of collaboration,
    licensing or other arrangements into which we may enter.      Raising
    additional capital may cause dilution to existing stockholders,
    restrict our operations or require us to relinquish
    rights.
    If our
    competitors develop and market products that are more effective,
    safer or less expensive than our product candidates, our
    commercial opportunities will be negatively
    impacted.
     38




---



##### Table of Contents




    our ability to design and successfully execute appropriate
    clinical trials;
    our ability to recruit and enroll patients for our clinical
    trials;
    the results of our clinical trials and the efficacy and safety
    of our product candidates;
    the speed at which we develop our product candidates;
    achieving and maintaining compliance with regulatory
    requirements applicable to our business;
    the timing and scope of regulatory approvals, including labeling;
    adequate levels of reimbursement under private and governmental
    health insurance plans, including Medicare;
    our ability to protect intellectual property rights related to
    our product candidates;
    our ability to commercialize and market any of our product
    candidates that may receive regulatory approval;
    our ability to have our partners manufacture and sell commercial
    quantities of any approved product candidates to the market;
    acceptance of our product candidates by physicians, other
    healthcare providers and patients; and
    the cost of treatment in relation to alternative therapies.    If we
    fail to attract and retain key management and scientific
    personnel, we may be unable to successfully develop or
    commercialize our product candidates.
      As we
    evolve from a company primarily involved in clinical development
    to a company also involved in commercialization, we may
    encounter difficulties in managing our growth and expanding our
    operations successfully.
   39




---



##### Table of Contents



If we
    are unable to establish sales, marketing and distribution
    capabilities or to enter into agreements with third parties to
    do so, we may be unable to successfully market and sell any
    products, even if we are able to obtain regulatory
    approval.
    If we
    do not establish development or commercialization
    collaborations, we may have to alter our development and
    marketing plans.
   40




---



##### Table of Contents



We
    rely on third parties to conduct clinical trials for our product
    candidates and plan to rely on third parties to conduct future
    clinical trials. If these third parties do not successfully
    carry out their contractual duties or meet expected deadlines,
    it may cause delays in commencing and completing clinical trials
    of our product candidates or we may be unable to obtain
    regulatory approval for or commercialize our product
    candidates.
  non-U.S. regulatory
      We
    rely on third parties to manufacture and supply our product
    candidates.
     41




---



##### Table of Contents



scaling-up
  scale-up
  non-U.S. authorities
  We are
    subject to risks associated with the availability of key raw
    materials such as technetium-99m.
  on-site
   42




---



##### Table of Contents



If a
    successful product liability claim or series of claims is
    brought against us for uninsured liabilities or in excess of
    insured liabilities, we could be forced to pay substantial
    damage awards.
    Each
    of our product candidates will remain subject to ongoing
    regulatory review even if it receives marketing approval. If we
    or our contractors fail to comply with continuing regulations,
    we or they may be subject to enforcement action that could
    adversely affect us.
    We
    deal with hazardous materials and must comply with environmental
    laws and regulations, which can be expensive and restrict how we
    do business.
     43




---



##### Table of Contents



Our
    ability to use net operating losses to offset future taxable
    income may be subject to certain limitations.
    Risks
    Related to Intellectual Property
  Our
    proprietary rights may not adequately protect our technologies
    and product candidates.
      
    we or our licensors were the first to make the inventions
    covered by each of our issued patents and pending patent
    applications;
    we or our licensors were the first to file patent applications
    for these inventions;
    any of our product candidates will be Orange Book eligible;
    others will independently develop similar or alternative
    technologies or duplicate any of our technologies;
    any of our or our licensors pending patent applications
    will result in issued patents;
    any of our or our licensors patents will be valid or
    enforceable; 44




---



##### Table of Contents




    any patents issued to us or our licensors and collaboration
    partners will provide us with any competitive advantages, or
    will be challenged by third parties;
    we will develop additional proprietary technologies that are
    patentable;
    the U.S. government will exercise any of its statutory
    rights to our intellectual property that was developed with
    government funding; or
    our business may infringe the patents or other proprietary
    rights of others.    non-U.S. courts
  The
    intellectual property protection for our product candidates is
    dependent on third parties.
    If we
    breach any of the agreements under which we license
    commercialization rights to our product candidates or technology
    from third parties, we could lose license rights that are
    important to our business.
   45




---



##### Table of Contents



The
    patent protection for our product candidates may expire before
    we are able to maximize their commercial value, which may
    subject us to increased competition and reduce or eliminate our
    opportunity to generate product revenue.
  non-U.S. patents.
  We may
    not be able to protect our intellectual property rights
    throughout the world.
      If we
    are sued for infringing intellectual property rights of third
    parties, litigation will be costly and
    time-consuming
    and could prevent us from developing or commercializing our
    product candidates.
  non-U.S. issued
   46




---



##### Table of Contents




    infringement and other intellectual property claims, which would
    be costly and time-consuming to defend, whether or not the
    claims have merit, and which could delay the regulatory approval
    process and divert managements attention from our business;
    substantial damages for past infringement, which we may have to
    pay if a court determines that our product candidates or
    technologies infringe a competitors patent or other
    proprietary rights;
    a court prohibiting us from selling or licensing our
    technologies or our product candidates unless the third-party
    licenses its patents or other proprietary rights to us on
    commercially reasonable terms, which it is not required to do;
    if a license is available from a third party, we may have to pay
    substantial royalties or lump sum payments or grant
    cross-licenses to our patents or other proprietary rights to
    obtain that license; and
    redesigning our products so they do not infringe, which may not
    be possible or may require substantial monetary expenditure and
    time.    non-U.S. patent
  We may
    become involved in lawsuits to protect enforce our patents or
    other intellectual property rights, which could be expensive,
    time-consuming and unsuccessful.
     47




---



##### Table of Contents



Risks
    Related to Ownership of Our Common Stock
  The
    price of our common stock may be volatile and our shares may
    suffer a decline in value.
    
    results from, and any delays in, our current or planned clinical
    trials, including PROCEED;
    announcements of FDA non-approval of our product candidates,
    including EC145, or delays in FDA or other
    non-U.S. regulatory
    authority review processes;
    FDA or other U.S. or
    non-U.S. regulatory
    actions affecting us or our industry;
    litigation or public concern about the safety of our product
    candidates;
    failure or discontinuation of any of our research or clinical
    trial programs;
    delays in the commercialization of our product candidates;
    our ability to effectively partner with collaborators to develop
    or sell our products;
    market conditions in the pharmaceutical, biopharmaceutical and
    biotechnology sectors and issuance of new or changed securities
    analysts reports or recommendations;
    actual and anticipated fluctuations in our quarterly operating
    results;
    developments or disputes concerning our intellectual property or
    other proprietary rights;
    introduction of technological innovations or new products by us
    or our competitors;
    issues in manufacturing our product candidates;
    market acceptance of our product candidates;
    deviations in our operating results from the estimates of
    securities analysts;
    coverage and reimbursement policies of governments and other
    third-party payors;
    sales of our common stock by our officers, directors or
    significant stockholders;
    price and volume fluctuations in the overall stock market from
    time to time;
    general economic conditions and trends;
    major catastrophic events;
    our ability to expand our operations, domestically and
    internationally, and the amount and timing of expenditures
    related to this expansion; and
    additions or departures of key personnel.   48




---



##### Table of Contents



Sales
    of substantial amounts of our shares could adversely affect the
    market price of our common stock.
      Form S-1 Form S-3,
    Our
    existing stockholders have substantial control of our management
    and affairs, which could limit your ability to influence the
    outcome of key transactions, including a change of
    control.
   49




---



##### Table of Contents



Provisions
    in our certificate of incorporation and bylaws and under
    Delaware law might discourage, delay or prevent a change of
    control of our company or changes in our management and,
    therefore, depress the trading price of our common
    stock.
    
    establishing a classified board so that not all members of our
    Board of Directors are elected at one time;
    authorizing blank check preferred stock that our
    Board of Directors could issue to increase the number of
    outstanding shares to discourage a takeover attempt;
    eliminating the ability of stockholders to call a special
    stockholder meeting;
    eliminating the ability of stockholders to act by written
    consent;
    being subject to provisions of Section 203 of the Delaware
    General Corporate Law regulating corporate takeovers;
    providing that our Board of Directors is expressly authorized to
    make, alter or repeal our bylaws; and
    establishing advance notice requirements for nominations for
    elections to our Board of Directors or for proposing other
    matters that can be acted upon by stockholders at stockholder
    meetings.  If we
    fail to establish and maintain proper internal controls, our
    ability to produce accurate financial statements or comply with
    applicable regulations could be impaired.
        Item 1B.
    Unresolved
    Staff Comments   50




---



##### Table of Contents



Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    (Removed
    and Reserved) PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information and Stockholders
      Unregistered
    Sales of Securities
    Series C-3
    Issuer
    Purchases of Equity Securities
    Use of
    Proceeds
  Form S-1, No. 333-168904)
 51




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended December 31,2006


2007


2008


2009


2010(In thousands, Except Per Share Amounts)Statement of operations data:Total revenue

$
1,511


$
1,082


$
500


$
3,000


$
Operating expenses:Research and development


6,479



11,305



13,323



14,804



14,561General and administrative


3,277



4,401



4,786



3,934



6,039Total operating expenses


9,756



15,706



18,109



18,738



20,600Loss from operations


(8,245
)


(14,624
)


(17,609
)


(15,738
)


(20,600
)Other income (expense):Interest income


1,113



1,297



682



49



8Interest expense


(33
)


(25
)


(1,579
)


(1,436
)


(1,065
)Other income (expense)


93



(306
)


13



119



1,564Total other income (expense)


1,173



966



(884
)


(1,268
)


507Loss before income taxes


(7,072
)


(13,658
)


(18,493
)


(17,006
)


(20,093
)Income tax (benefit) expense


















Net loss

$
(7,072
)

$
(13,658
)

$
(18,493
)

$
(17,006
)

$
(20,093
)Basic and diluted loss per share(1)

$
(8.28
)

$
(15.76
)

$
(20.54
)

$
(18.67
)

$
(21.77
)Shares used in computation of basic and diluted loss per
    share(1)(2)


853,870



866,517



900,127



911,066



923,007  52




---



##### Table of Contents



(1)
    
    On January 10, 2011, the Company effected a 1.00 for 1.91
    reverse stock split. All historical common stock and per share
    information has been changed to reflect the stock split.(2)
    
    Diluted weighted average common shares outstanding are identical
    to basic weighted average common shares outstanding and diluted
    earnings per share is identical to basic earnings per share
    because common share equivalents are excluded from the
    calculations of diluted weighted average common shares
    outstanding for those quarters, as their effect is anti-dilutive.  As of December 31,2006

2007

2008

2009

2010(In thousands)Balance sheet data:Cash, cash equivalents and short-term investments

$
20,207


$
31,735


$
18,383


$
23,909


$
16,873Working capital


19,817



29,737



11,486



15,476



12,377Total assets


21,327



34,354



20,188



25,268



21,214Total debt


370



9,952



14,384



8,977



14,804Subordinated notes


















9,529Total stockholders deficit


(28,159
)


(41,318
)


(59,412
)


(76,058
)


(96,911
)   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion and analysis of our
    financial condition and results of operations together with our
    financial statements and the related notes included in this
    annual report. Please note that the Company effected a 1.00 for
    1.91 stock split on January 10, 2011, and all historical
    common stock and per share information has been changed to
    reflect the stock split.
  Overview
       53




---



##### Table of Contents



Recent
    Developments
    Financial
    Operations Overview
    
    $11.9 million in license fees and milestone payments
    received from our strategic partners;
    $7.9 million of state and federal research grants;
    $90.3 million of capital from the sale of convertible
    preferred stock to certain accredited investors; and
    $8.1 million of subordinated notes issued to certain
    accredited investors.  ASC 480-10-25-14
    Revenue
     54




---



##### Table of Contents



Research
    and Development Expenses
    
    employee-related expenses, which include salaries and
    stock-based compensation expense;
    expenses incurred under agreements with contract research
    organizations, investigative sites and consultants that conduct
    our clinical trials and a portion of our preclinical studies;
    the cost of acquiring and manufacturing clinical trial materials;
    license fees for and milestone payments related to in-licensed
    products and technology;
    costs associated with non-clinical activities and regulatory
    approvals; and
    research supplies.        Year Ended December 31,2008


2009


2010EC145

$
5,075


$
6,495


$
6,844EC20


106



298



322EC0489


754



753



883EC0225


1,224



643



418EC17


268



19



Discovery Research


1,650



1,285



1,318Research and Development Payroll


4,246



5,311



4,776Total Research and Development Expenses

$
13,323


$
14,804


$
14,561  55




---



##### Table of Contents



Project

Status

Expected Near-Term MilestonesEC145

Phase 2

In the first half of 2011 initiate phase 3 trialEC20

Phase 2

In the first half of 2011 initiate phase 3 trialEC0489

Phase 1

In 2011 complete phase 1 trialEC0225

Phase 1

Evaluating future development optionsEC17

Phase 2

Evaluating future development options   General
    and Administrative Expenses
      
    increased payroll and expanded infrastructure as a result of
    more advanced development activity and potential preparation for
    commercial operations;
    increased expenses related to becoming a public company,
    including increased legal, accounting and investor relations
    fees, higher director compensation and increased insurance
    premiums; and
    expenses related to the sales and marketing of our SMDCs and
    companion imaging diagnostics in anticipation of commercial
    launch before we receive regulatory approval.  Other
    Income
    Interest
    Income and Interest Expense
    Critical
    Accounting Policies and Significant Judgments and
    Estimates
     56




---



##### Table of Contents



Revenue
    Recognition
              Accrued
    Clinical Expenses
    
    fees paid to contract research organizations in connection with
    clinical trials;
    fees paid to investigative sites in connection with clinical
    trials; and
    fees paid to vendors in connection with preclinical development
    activities.   57




---



##### Table of Contents



Stock-Based
    Compensation
  Compensation  Stock Compensation
    Year Ended December 31,2008

2009

2010Volatility


34.87
%


35.59
%


36.26
%Expected Term (in years)


10.0



10.0



9.8Risk-Free Interest Rates


4.04
%


3.67
%


3.52
%Dividend Yield


0.00
%


0.00
%


0.00
%    58




---



##### Table of Contents



Results
    of Operations
  Comparison
    of Year Ended December 31, 2009 and 2010
  Year EndedDecember 31,


Increase/2009


2010


(Decrease)


%(In thousands)Statement of operations data:Revenue

$
3,000


$



$
(3,000
)


(100
)%Operating expenses:Research and development


14,804



14,561



(243
)


(2
)%General and administrative


3,934



6,039



2,105



54
%Total operating expenses


18,738



20,600



1,862



9
%Loss from operations


(15,738
)


(20,600
)


4,862



30
%Interest income


49



8



(41
)


(84
)%Interest expense


(1,436
)


(1,065
)


(371
)


(26
)%Other income, net


119



1,564



1,445



(1,214
)%Net loss

$
(17,006
)

$
(20,093
)

$
3,087



18
%   BMS-753453,
  Research
    and Development
        General
    and Administrative
     59




---



##### Table of Contents



Other
    Income, Net
    Interest
    Income
    Interest
    Expense
    Comparison
    of Year Ended December 31, 2008 and 2009
  Year EndedDecember 31,


Increase/2008


2009


(Decrease)


%(In thousands)Statement of operations data:Revenue

$
500


$
3,000


$
2,500



500
%Operating expenses:Research and development


13,323



14,804



1,481



11
%General and administrative


4,786



3,934



(852
)


(18
)%Total operating expenses


18,109



18,738



629



3
%Loss from operations


(17,609
)


(15,738
)


(1,871
)


(11
)%Interest income


682



49



(633
)


(93
)%Interest expense


(1,579
)


(1,436
)


(143
)


(9
)%Other income, net


13



119



106



815
%Net loss

$
(18,493
)

$
(17,006
)

$
(1,487
)


(8
)%   Revenue
    Research
    and Development
       60




---



##### Table of Contents



General
    and Administrative
      Other
    Income, Net
    Interest
    Income
    Interest
    Expense
    Liquidity
    and Capital Resources
        ASC 480-10-25-14
   61




---



##### Table of Contents



Year Ended December 31,2008


2009


2010Net cash provided by (used in) operating activities

$
(17,287
)

$
(15,396
)

$
(20,745
)Net cash provided by (used in) investing activities


(4,428
)


(1,866
)


15,010Net cash provided by (used in) financing activities


4,272



21,083



13,908Net increase (decrease) in cash and cash equivalents

$
(17,443
)

$
3,821


$
8,173   Operating
    Activities
    Investing
    Activities
    Financing
    Activities
  Series C-3
  Credit
    Facilities
    30-month
 62




---



##### Table of Contents



Operating
    Capital Requirements
        
    the number and characteristics of the SMDCs and companion
    imaging diagnostics we pursue;
    the scope, progress, results and costs of researching and
    developing our SMDCs and companion imaging diagnostics and
    conducting preclinical and clinical trials;
    the timing of, and the costs involved in, obtaining regulatory
    approvals for our SMDCs and companion imaging diagnostics;
    the cost of commercialization activities if any of our SMDCs and
    companion imaging diagnostics are approved for sale, including
    marketing sales and distribution costs;
    the cost of manufacturing any of our SMDCs and companion imaging
    diagnostics we successfully commercialize;
    our ability to establish and maintain strategic partnerships,
    licensing or other arrangements and the financial terms of such
    agreements;
    the costs involved in preparing, filing, prosecuting,
    maintaining, defending and enforcing patent claims, including
    litigation costs and the outcome of such litigation; and
    the timing, receipt and amount of sales of, or royalties on, our
    SMDCs and companion imaging diagnostics, if any.  Contractual
    Obligations and Commitments
    Less than 1


1 to 3Total


Year


Years


4 to 5 Years(In thousands)Short-term and long-term debt (including interest)

$
17,254


$
5,733


$
11,521


$
Subordinated notes(1)


9,529



9,529







Operating lease obligations


485



157



163



165Other long term obligations


638







638



Total contractual cash obligations

$
27,906


$
1 5,419


$
12,322


$
165  63




---



##### Table of Contents



(1)
    
    All of the subordinated notes were automatically converted into
    2,335,823 shares of common stock upon the completion of our
    initial public offering in February 2011, and therefore, will
    not be repaid.    Off-Balance
    Sheet Arrangements
    Tax Loss
    Carryforwards
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risks   64




---



##### Table of Contents



65




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  ENDOCYTE,
    INC.
  INDEX TO
    FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


67Balance Sheets as of December 31, 2009 and
    2010


68Statements of Operations for the Years Ended
    December 31, 2008, 2009 and 2010


69Statements of Convertible Preferred Stock,
    Stockholders Equity (Deficit) and Comprehensive Loss for
    the Years Ended December 31, 2008, 2009 and 2010


70Statements of Cash Flows for the Years Ended
    December 31, 2008, 2009 and 2010


71Notes to Financial Statements


72   
 66




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               67




---



##### Table of Contents



ENDOCYTE,
    INC.BALANCE SHEETS
  December 31,2009


2010AssetsCurrent assets:Cash and cash equivalents

$
8,699,372


$
16,872,783Short-term investments


15,210,378



Prepaid expenses


373,475



2,637,783Other assets






539,659Total current assets


24,283,225



20,050,225Property and equipment, net


923,051



863,008Deferred financing costs


61,419



300,985Total assets

$
25,267,695


$
21,214,218Liabilities, Convertible Preferred Stock, and
    Stockholders Equity (Deficit)Current liabilities:Accounts payable

$
1,789,534


$
2,836,395Accrued wages and benefits


459,288



155,102Accrued interest payable


78,856



140,427Current portion of long-term debt


6,258,324



4,318,078Preferred stock warrants


221,031



223,032Total current liabilities


8,807,033



7,673,034Long-term debt, net of current portion


2,718,742



10,485,811Subordinated notes






9,529,413Other liabilities






637,500Total liabilities


11,525,775



28,325,758Convertible preferred stock, $0.001 par value
    14,310,992 shares authorized; 11,747,563 shares issued
    and outstanding at December 31, 2009 and 2010


89,799,483



89,799,483Stockholders equity (deficit):Common stock and additional paid-in capital: $0.001 par
    value, 100,000,000 shares authorized; 1,133,579, and
    1,203,228 shares issued and outstanding at
    December 31, 2009 and 2010


1,916,445



1,157,884Accumulated other comprehensive income


2,177



Retained deficit


(77,976,185
)


(98,068,907
)Total stockholders equity (deficit)


(76,057,563
)


(96,911,023
)Total liabilities, convertible preferred stock, and
    stockholders deficit

$
25,267,695


$
21,214,218   See accompanying notes.
 68




---



##### Table of Contents



ENDOCYTE,
    INC.STATEMENTS OF OPERATIONS
  2008


2009


2010Revenue:Grant revenue

$



$



$
Collaboration revenue


500,000



3,000,000



Total revenue


500,000



3,000,000



Operating expenses:Research and development


13,323,318



14,803,741



14,560,821General and administrative


4,785,466



3,934,259



6,039,145Total operating expenses


18,108,784



18,738,000



20,599,966Loss from operations


(17,608,784
)


(15,738,000
)


(20,599,966
)Other income (expense):Interest income


682,433



49,315



7,683Interest expense


(1,579,297
)


(1,435,988
)


(1,064,556
)Other income


12,772



118,988



1,564,117Net loss


(18,492,876
)


(17,005,685
)


(20,092,722
)Net loss per share  basic and diluted

$
(20.54
)

$
(18.67
)

$
(21.77
)Weighted-average number of common shares used in net loss per
    share calculation  basic and diluted


900,127



911,066



923,007   See accompanying notes.
 69




---



##### Table of Contents



ENDOCYTE,
    INC.STATEMENTS OF CONVERTIBLE PREFERRED STOCK,
    STOCKHOLDERS EQUITY (DEFICIT)
    AND COMPREHENSIVE LOSS
  AccumulatedConvertible


Common Stock and


OtherPreferred Stock


Additional Paid-In Capital


Comprehensive


Retained





ComprehensiveShares


Amount


Shares


Amount


Income (Loss)


Deficit


Total


LossBalances, December 31, 2007


8,465,107


$
63,197,046



1,090,127


$
1,231,455


$
(71,639
)

$
(42,477,624
)

$
(41,317,808
)

$
(13,604,232
)Exercise of stock options










43,452



45,950











45,950Stock-based compensation














257,163











257,163Net loss






















(18,492,876
)


(18,492,876
)


(18,492,876
)Unrealized gain on securities


















95,202







95,202



95,202Balances, December 31, 2008


8,465,107



63,197,046



1,133,579



1,534,568



23,563



(60,970,500
)


(59,412,369
)


(18,397,674
)Issuance of
    Series C-3
    convertible preferred stock, net


3,282,456



26,602,437



















Stock-based compensation














381,877











381,877Net loss






















(17,005,685
)


(17,005,685
)


(17,005,685
)Unrealized loss on securities


















(21,386
)






(21,386
)


(21,386
)Balances, December 31, 2009


11,747,563



89,799,483



1,133,579



1,916,445



2,177



(77,976,185
)


(76,057,563
)


(17,027,071
)Fair value adjustment of the subordinated notes














(1,429,412
)










(1,429,412
)Exercise of stock options










69,649



147,289











147,289Stock-based compensation














523,562











523,562Net loss






















(20,092,722
)


(20,092,722
)


(20,092,722
)Unrealized loss on securities


















(2,177
)






(2,177
)


(2,177
)Balances, December 31, 2010


11,747,563


$
89,799,483



1,203,228


$
1,157,884


$



$
(98,068,907
)

$
(96,911,023
)

$
(20,094,899
)   See accompanying notes.
 70




---



##### Table of Contents



ENDOCYTE,
    INC.STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2009


2010Operating activitiesNet loss

$
(18,492,876
)

$
(17,005,685
)

$
(20,092,722
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation


346,361



231,890



260,571Stock-based expense


257,163



381,877



523,562Gain on disposal of property and equipment






3,588



Loss on extinguishment of debt










144,284Accretion of bond discount


(26,877
)


(17,250
)


(3,075
)Non cash interest expense


250,004



210,809



160,844Decrease in fair value on preferred stock warrants


(11,912
)


(74,118
)


(237,457
)Extinguishment of liability










18,389Change in operating assets and liabilities:Accounts and accrued interest receivable


1,074,662







Prepaid expenses and other assets


(192,358
)


269,326



(2,323,788
)Accounts payable


(366,944
)


493,263



(118,140
)Accrued interest, wages, benefits and other liabilities


(123,977
)


109,959



922,386Net cash used in operating activities


(17,286,754
)


(15,396,341
)


(20,745,146
)Investing activitiesPurchases of property and equipment


(459,770
)


(155,441
)


(200,527
)Purchases of investments


(19,457,362
)


(35,496,785
)


(12,295,754
)Proceeds from sale of investments


15,489,229



33,785,889



27,507,030Net cash provided by (used in) investing activities


(4,427,903
)


(1,866,337
)


15,010,749Financing activitiesProceeds from issuance of convertible preferred stock, net of
    issuance costs






26,602,437



Proceeds from borrowings, net of issuance costs


4,930,697







14,857,292Proceeds from issuance of subordinated convertible notes, net of
    issuance costs










8,040,837Principal payments on borrowings


(705,327
)


(5,518,941
)


(9,035,548
)Loss on Extinguishment of debt










(102,062
)Proceeds from the exercise of stock options


45,950







147,289Net cash provided by financing activities


4,271,320



21,083,496



13,907,808Net increase (decrease) in cash and cash equivalents


(17,443,337
)


3,820,818



8,173,411Cash and cash equivalents at beginning of period


22,321,891



4,878,554



8,699,372Cash and cash equivalents at end of period

$
4,878,554


$
8,699,372


$
16,872,783   See accompanying notes.
 71




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS
  1.
    Nature of
    Business and Organization    Initial
    Public Offering
  Series C-3
  In SharesCommon Stock outstanding prior to offering


1,203,228Initial public offering shares


14,375,000Conversion of convertible preferred stock


11,747,563Conversion of subordinated notes


2,335,823Total Common Stock outstanding after initial public offering


29,661,614   2.
    Significant
    Accounting Policies  Stock
    Split
    Basis
    of Presentation
  Form 10-K
  Cash
    and Cash Equivalents
   72




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Short-Term
    Investments
  available-for-sale Investments  Debt and
    Equity Securities Available-for-sale other-than-temporary available-for-sale other-than-temporary
  Prepaid
    Expenses
    Property
    and Equipment
    Licenses
    and Patents
    Long-Lived
    Assets
    Preferred
    Stock Warrants
  Distinguishing Liabilities from Equity
  Revenue
    Recognition
  Revenue Recognition
   73




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Research
    and Development Expenses
    730-20, Research and Development Arrangements
  Stock-Based
    Compensation
  Compensation  Stock Compensation
      Net
    Loss Per Share
    Income
    Taxes
  Income
    Taxes
  2009-06
 74




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    No. 2009-06
  Segment
    Information
    3.
    New
    Accounting Pronouncements  Recently
    Adopted Accounting Standards
  Collaborative Arrangements
  other-than-temporary ASC 320-10, Investments  Debt and Equity Securities other-than-temporary other-than-temporary other-than-temporary other-than-temporary other-than-temporary
  2009-06.
 75




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Subsequent
    Events
  Recently
    Issued Accounting Standards
  No. 2009-13 ASC 605-25, Revenue Recognition  Multiple Element
    Arrangements
  No. 2010-17
  4.
    Short-Term
    Investments  Fair Value Measurements and Disclosures
    Level 1
  Level 2
  Level 3
      Fair ValueDescription

Cost


Level 1


(Carrying Value)Certificate of deposit

$
500,000


$
500,000


$
500,000U.S. government agency obligations


14,708,200



14,710,378



14,710,378$
15,208,200


$
15,210,378


$
15,210,378  76




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  other-than-temporary
  5.
    Property
    and Equipment    Estimated

December 31,Useful Lives

2009


2010Laboratory equipment

7

$
2,349,175


$
2,453,788Office equipment and software

3-5


513,394



582,072Leasehold improvements

7


115,009



140,1012,977,578



3,175,961Less accumulated depreciation




(2,054,527
)


(2,312,953
)$
923,051


$
863,008     6.
    Notes
    Payable    December 31,2009


2010Note payable to bank, with interest rate of 0.5% below prime
    (2.75% at December 31, 2009), monthly payments through
    October 2010

$
58,965


$
Notes payable to GECC and Oxford, with fixed interest rate of
    7.24% above three-year Treasury rate (10.56% at
    December 31, 2009), monthly payments through March 2011


5,659,771



Notes payable to GECC and Oxford, with fixed interest rate of
    7.24% above three-year Treasury rate (10.51% at
    December 31, 2009), monthly payments through July 1 2011


3,316,812



Notes payable to Mid-Cap and SVB, with fixed interest rate of
    9.75%, monthly payments through September 1, 2013






15,000,0009,035,548



15,000,000Less unamortized discount


(58,482
)


(196,111
)8,977,066



14,803,889Less current portion, including unamortized discount


(6,258,324
)


(4,318,078
)$
2,718,742


$
10,485,811    77




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  Series C-3
  Series C-3
      2011

$
4,433,2332012


6,021,0522013


4,545,71515,000,000Less unamortized discount


(196,111
)$
14,803,889   7.
    Preferred
    Stock Warrants  Series C-3 Series C-3
  Series C-3 Series C-3 Series C-3
 78




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    December 31,2009

2010Exercise price

$
8.12


$
8.12Convertible preferred stock price

$
8.12


$
6.00Risk-free interest rate


3.12
%


2.9-3.7
%Expected life


8 years



7-10 yearsDividend yield


0.00
%


0.00
%Expected volatility


27.69
%


22.69-29.55
%       8.
    Subordinated
    Notes  ASC 480-10-25-14
  9.
    Leases    2011

$
157,0212012


80,5432013


82,6272014


84,8262015


79,696Total minimum lease payments

$
484,713    79




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
  10.
    Convertible
    Preferred Stock  Series C-3 Series C-3 Series C-3 Series C-3 Series C-3
    Total ProceedsConvertible

Shares


Shares


Price per


(Net of OfferingPreferred Stock

Authorized


Issued


Share


Costs)Series A-1


750,261



750,167


$
1.91


$
1,470,370Series A-2


241,884



241,634



5.73



1,430,749Series B


936,649



936,241



8.12



7,530,180Series C-1


1,937,172



1,895,765



8.12



15,320,640Series C-2


2,801,047



2,787,791



8.12



22,447,353Series C-3


7,643,979



5,135,965



8.12



41,600,191$
89,799,483     December 31,Convertible Preferred Stock

2009


2010Series A-1

$
1,470,370


$
1,470,370Series A-2


1,430,749



1,430,749Series B


7,530,180



7,530,180Series C-1


15,320,640



15,320,640Series C-2


22,447,353



22,447,353Series C-3


41,600,191



41,600,191$
89,799,483


$
89,799,483     Conversion. Series A-1, Series A-2
 80




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    one-for-one
  Dividends. Series A-1, Series A-2
  Liquidation. Series A-1 A-2 Series A-1 A-2
  Voting.
  11.
    Stockholders
    Equity (Deficit)  Common
    Stock
    Stock
    Options
   81




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
        Year Ended December 31,2008

2009

2010Weighted-average volatility


34.87
%


35.59
%


36.26
%Risk-free interest rate


4.04
%


3.67
%


3.52
%Weighted-average expected life (in years)


10.0



10.0



9.8Dividend yield


0.00
%


0.00
%


0.00
%    82




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Weighted-AverageWeighted-


RemainingAverage


Contractual


AggregateExercise


Term


IntrinsicOptions


Price


(In Years)


ValueOutstanding at January 1, 2008


1,057,806


$
2.54Granted during year


357,240



3.05Exercised during year


(43,452
)


1.05Expired during year


(1,570
)


5.87Forfeited during year


(15,703
)


2.45Outstanding at December 31, 2008


1,354,321


$
2.72



7.00


$
(987,712
)Exercisable at December 31, 2008


799,986



2.81



5.89



(660,088
)Outstanding at January 1, 2009


1,354,321



2.72Granted during year


374,227



2.54Exercised during year






Expired during year


(119,607
)


6.58Forfeited during year


(20,732
)


2.34Outstanding at December 31, 2009


1,588,209


$
2.39



7.23


$
1,113,770Exercisable at December 31, 2009


980,812



2.23



6.44



442,029Outstanding at January 1, 2010


1,588,209



2.39Granted during year


555,987



4.22Exercised during year


(69,649
)


2.11Expired during year


(8,224
)


7.64Forfeited during year


(46,990
)


5.08Outstanding at December 31, 2010


2,019,333


$
2.82



7.01


$
8,887,814Exercisable at December 31, 2010


1,271,226


$
2.41



6.10


$
6,108,168  83




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Weighted-AverageGrant DateOptions


ValueNonvested stock options at January 1, 2008


481,709


$
0.63Granted during year


357,240



1.51Vested during year


(267,341
)


1.05Expired during year


(1,570
)


0.44Forfeited during year


(15,703
)


1.20Nonvested at December 31, 2008


554,335


$
1.05Nonvested stock options at January 1, 2009


554,335


$
1.05Granted during year


374,227



0.92Vested during year


(180,826
)


1.15Expired during year


(119,607
)


6.59Forfeited during year


(20,732
)


1.24Nonvested at December 31, 2009


607,397


$
1.01Nonvested stock options at January 1, 2010


607,397


$
1.01Granted during year


555,987



2.21Vested during year


(360,063
)


1.31Expired during year


(8.224
)


4.41Forfeited during year


(46,990
)


1.43Nonvested at December 31, 2010


748,107


$
1.97     12.
    Income
    Taxes    December 31,2008


2009


2010Income tax computed at federal statutory tax rate


34.0
%


34.0
%


34.0
%State taxes, net of federal benefits


8.5
%


8.5
%


8.4
%Research and development credits


5.1
%


5.7
%


4.8
%Permanent differences


(3.4
)%


(3.6
)%


(0.7
)%Other


0.3
%


0.2
%


(0.1
)%Change in valuation allowance


(44.5
)%


(44.8
)%


(46.4
)%Total


0.0
%


0.0
%


0.0
%  84




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
      December 31,2009


2010Net operating loss carryforwards

$
29,571,000


$
37,987,000Research and development credit carryforwards


4,285,000



5,169,000Accrued vacation


40,000



49,000Other


(16,000
)


(1,000
)33,880,000



43,204,000Less valuation allowance


(33,880,000
)


(43,204,000
)$



$
   13.
    Collaborative
    Arrangements       85




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    14.
    Related-Party
    Transactions    15.
    Retirement
    Plans    16.
    Net Loss
    Per Share      Historical
    net loss per share
  Year Ended December 31,2008


2009


2010Numerator:Net loss

$
(18,492,876
)

$
(17,005,685
)

$
(20,092,722
)Denominator:Weighted-average common shares outstanding


900,127



911,066



923,007Basic and diluted net loss per share

$
(20.54
)

$
(18.67
)

$
(21.77
)  86




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    Common
    stock equivalents
  Year Ended December 31,2008


2009


2010Outstanding common stock options


1,354,321



1,588,209



2,019,333Outstanding restricted stock


222,510



222,510



222,510Shares issuable upon conversion of preferred shares


8,465,107



11,747,563



11,747,563Shares issuable upon conversion of subordinated notes










1,596,066Total


10,041,938



13,558,282



15,585,472     17.
    Selected
    Quarterly Financial Data 
    (unaudited)    Quarters EndedMarch 31,


June 30,


September 30,


December 31,2010Revenue

$



$



$



$
Cost and Expenses:Research and development


3,899



3,701



3,671



3,290General and administrative


1,476



1,546



1,700



1,317Loss from operations


(5,375
)


(5,247
)


(5,371
)


(4,607
)Interest, net


(246
)


(201
)


(218
)


(392
)Other


12



26



(123
)


1,649Net loss

$
(5,609
)

$
(5,422
)

$
(5,712
)

$
(3,350
)Basic and diluted net loss per share(1)

$
(6.16
)

$
(5.93
)

$
(6.16
)

$
(3.57
)Weighted average common shares outstanding  basic and
    diluted(2)


911,066



914,580



927,703



937,0882009Revenue

$



$



$
3,000


$
Cost and Expenses:Research and development


3,193



3,682



3,805



4,124General and administrative


879



885



913



1,257Loss from operations


(4,072
)


(4,567
)


(1,718
)


(5,381
)Interest, net


(395
)


(374
)


(330
)


(288
)Other


26



24



15



54Net loss


(4,441
)


(4,917
)


(2,033
)


(5,615
)Basic and diluted net loss per share(1)

$
(4.87
)

$
(5.40
)

$
(2.23
)

$
(6.16
)Weighted average common shares outstanding  basic and
    diluted(2)


911,066



911,066



911,066



911,066  87




---



##### Table of Contents



ENDOCYTE,
    INC.
  NOTES TO
    FINANCIAL STATEMENTS  (Continued)
    (1)
    
    Per common share amounts for the quarters and full years have
    been calculated separately. Accordingly, the sum of quarterly
    amounts may not equal the annual amount because of differences
    in the weighted average common shares outstanding during each
    period, principally due to the effect of share issuances by the
    Company during the year.(2)
    
    Diluted weighted average common shares outstanding are identical
    to basic weighted average common shares outstanding and Diluted
    EPS is identical to Basic EPS for all quarters of 2010 and 2009
    because common share equivalents are excluded from the
    calculations of diluted weighted average common shares
    outstanding for those quarters, as their effect is anti-dilutive. 88




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
    Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   Part III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Directors
    Executive
    Officers
    Code of
    Business Conduct and Ethics
   89




---



##### Table of Contents



Audit
    Committee
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Corporate
    Governance
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Equity
    Compensation Plan Information
    Equity Compensation Plan Information(1)Number ofSecuritiesRemaining AvailableNumber of





for Future IssuanceSecurities to be





Under EquityIssued Upon


Weighted Average


Compensation PlanExercise of


Exercise Price of


(ExcludingOutstanding


Outstanding


SecuritiesOptions, Warrants


Options, Warrants


Referenced inand Rights


and Rights


Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders:(2)


2,019,333


$
2.82



190,029
(3)Equity compensation plans not approved by security holders:










Total


2,019,333


$
2.82



190,029     (1)
    
    On January 10, 2011, the Company effected a 1.00 for 1.91
    reverse stock split. All historical common stock and per share
    information has been changed to reflect the stock split and is
    referred to in this chart as adjusted..(2)
    
    Consists of 1997 Stock Plan and 2007 Stock Plan. 90




---



##### 



(3)
    
    The 1997 Stock Plan provides for the grant of incentive stock
    options, nonqualified stock options and stock purchase rights.
    The original number of shares available for awards under the
    1997 Stock Plan was 2,000,000, or 1,047,120, As Adjusted. On
    December 31, 2010 there were no shares available for grants
    of awards under the 1997 Stock Plan. The 2007 Stock Plan
    provides for the grant of incentive stock options, nonqualified
    stock options and stock purchase rights. The original number of
    shares available for awards under the 2007 Stock Plan was
    3,305,036, or 1,730,237, As Adjusted. On December 31, 2010
    there were 190,029 shares that remain available for grants
    of awards under the 2007 Stock Plan, As Adjusted.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements
     
 Report of Independent Registered Public Accounting Firm


67Balance Sheets as of December 31, 2009 and 2010


68Statements of Earnings for the Years Ended December 31,
    2008, 2009 and 2010


69Statements of Convertible Preferred Stock, Stockholders
    Equity (Deficit) and Comprehensive Loss for the Years Ended
    December 31, 2008, 2009 and 2010


70Statements of Cash Flows for the Years Ended December 31,
    2008, 2009 and 2010


71Notes to Financial Statements


72    Financial Statement Schedules
    Exhibits
   91




---



##### Table of Contents



SIGNATURES    ENDOCYTE, INC.
  By:
    /s/  P.
    Ron Ellis  P. Ron Ellis
 President and Chief Executive Officer
      Signature

Title

Date/s/  P.
    Ron Ellis
P.
    Ron Ellis

Director, President and Chief 
    Executive Officer
    (Principal Executive Officer)

March 18, 2011/s/  Michael
    A. Sherman
Michael
    A. Sherman

Chief Financial Officer
    (Principal 
    Financial and Accounting Officer)

March 18, 2011/s/  John
    C. Aplin
John
    C. Aplin

Director

March 18, 2011/s/  Philip
    S. Low
Philip
    S. Low

Director and Chief Science Officer

March 18, 2011/s/  Douglas
    G. Bailey
Douglas
    G. Bailey

Director

March 18, 2011/s/  Keith
    E. Brauer
Keith
    E. Brauer

Director

March 18, 2011/s/  John
    G. Clawson
John
    G. Clawson

Chairman of the Board of Directors

March 18, 2011/s/  Ann
    F. Hanham
Ann
    F. Hanham

Director

March 18, 2011/s/  Fred
    A. Middleton
Fred
    A. Middleton

Director

March 18, 2011James
    S. Shannon

Director  92




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description3
.1

Amended and Restated Certificate of Incorporation of Endocyte,
    Inc.3
.2

Amended and Restated Bylaws of Endocyte, Inc.4
.1

Specimen Common Stock Certificate (incorporated by reference to
    Exhibit 4.1 of Amendment No. 3 to Form S-1 (Registration No.
    333-168904) filed January 12, 2011).4
.2

Third Amended and Restated Investor Rights Agreement dated March
    9, 2007, among Endocyte, Inc. and the parties set forth therein,
    as amended (incorporated by reference to Exhibit 4.2 of
    Amendment No. 1 to Form S-1 (Registration No. 333-168904) filed
    September 28, 2010).4
.3

Warrant to Purchase Shares of Series C-3 Preferred Stock issued
    by Endocyte, Inc. to General Electric Capital Corporation on
    December 31, 2007 (incorporated by reference to Exhibit 4.3 to
    Form S-1 (Registration No. 333-168904) filed August 17, 2010).4
.4

Warrant to Purchase Shares of Series C-3 Preferred Stock issued
    by Endocyte, Inc. to Oxford Finance Corporation on December 31,
    2007 (incorporated by reference to Exhibit 4.4 to Form S-1
    (Registration No. 333-168904)
    filed August 17, 2010).4
.5

Warrant to Purchase Stock issued by Endocyte, Inc. to Silicon
    Valley Bank on August 27, 2010 (incorporated by reference to
    Exhibit 4.5 of Amendment No. 1 to Form S-1
    (Registration No. 333-168904)
    filed September 28, 2010).4
.6

Warrant to Purchase Stock issued by Endocyte, Inc. to Midcap
    Funding III, LLC on August 27, 2010 (incorporated by reference
    to Exhibit 4.6 of Amendment No. 1 to Form S-1 (Registration No.
    333-168904) filed September 28, 2010).4
.7

Form of Subordinated Convertible Promissory Note between
    Endocyte, Inc. and the parties set forth in the Note Purchase
    Agreement dated December 14, 2010 (incorporated by reference to
    Exhibit 4.7 of Amendment No. 2 to Form S-1 (Registration No.
    333-168904) filed December 15, 2010).10
.1*

Form of Director and Executive Officer Indemnification Agreement
    (incorporated by reference to Exhibit 10.1 to Form S-1
    (Registration No. 333-168904) filed August 17, 2010).10
.2*

1997 Stock Plan and forms of option agreements thereunder
    (incorporated by reference to Exhibit 10.2 to Form S-1
    (Registration No. 333-168904) filed August 17, 2010).10
.3*

2007 Stock Plan and forms of option agreements thereunder
    (incorporated by reference to Exhibit 10.3 to Form S-1
    (Registration No. 333-168904) filed August 17, 2010).10
.4*

2010 Equity Incentive Plan (incorporated by reference to Exhibit
    10.4 to Form S-1
    (Registration No. 333-168904)
    filed August 17, 2010).10
.5*

Form of Option Agreement under the 2010 Equity Incentive Plan.10
.6*

2010 Employee Stock Purchase Plan (incorporated by reference to
    Exhibit 10.5 to Form S-1 (Registration No. 333-168904)
    filed August 17, 2010).10
.7

Lease dated May 1, 2008 between Endocyte, Inc. and 2639
    Executive Building LLC (incorporated by reference to Exhibit
    10.6 of Amendment No. 1 to Form S-1 (Registration No.
    333-168904) filed September 28, 2010).10
.8

Lease dated May 30, 2008 between Endocyte, Inc. and Zeller
    Management Corporation, amended (incorporated by reference to
    Exhibit 10.7 to Form S-1 (Registration No. 333-168904) filed
    August 17, 2010).10
.9

Lease dated November 1, 2008 between Endocyte, Inc. and 2639
    Executive Building LLC (incorporated by reference to Exhibit
    10.8 of Amendment No. 1 to Form S-1 (Registration No.
    333-168904) filed September 28, 2010).10
.10

Lease dated March 1, 2010 between Endocyte, Inc. and Purdue
    Research Foundation (incorporated by reference to Exhibit 10.9
    to Form S-1 (Registration No. 333-168904) filed August 17, 2010).10
.11

Amended and Restated Exclusive License Agreement dated October
    21, 1998 between Endocyte, Inc. and Purdue Research Foundation,
    as amended (incorporated by reference to Exhibit 10.11 of
    Amendment No. 1 to Form S-1 (Registration No. 333-168904) filed
    September 28, 2010).10
.12

Exclusive License Agreement effective March 1, 2010 between
    Endocyte, Inc. and Purdue Research Foundation (incorporated by
    reference to Exhibit 10.12 of Amendment No. 1 to Form S-1
    (Registration No. 333-168904)
    filed September 28, 2010).




---



##### Table of Contents



ExhibitNumber

Description10
.13*

Form of Change in Control Agreements each dated August 25, 2010
    between Endocyte, Inc. and certain of its named executive
    officers (incorporated by reference to Exhibit 10.13 of
    Amendment No. 1 to Form S-1 (Registration No. 333-168904) filed
    September 28, 2010).10
.14*

Change in Control Agreement dated August 25, 2010 between
    Endocyte, Inc. and P. Ron Ellis (incorporated by reference to
    Exhibit 10.14 of Amendment No. 1 to Form S-1 (Registration No.
    333-168904) filed September 28, 2010).10
.15*

Change in Control Agreement dated August 25, 2010 between
    Endocyte, Inc. and Michael A. Sherman (incorporated by reference
    to Exhibit 10.15 of Amendment No. 1 to Form S-1
    (Registration No. 333-168904)
    filed September 28, 2010).10
.16

Patent Assignment Agreement dated November 1, 2007 among
    Endocyte, Inc. and the parties set forth therein (incorporated
    by reference to Exhibit 10.16 of Amendment No. 1 to Form S-1
    (Registration No. 333-168904)
    filed September 28, 2010).10
.17

Loan and Security Agreement dated August 27, 2010 among
    Endocyte, Inc., Midcap Funding III, LLC and Silicon Valley Bank,
    as amended on December 14, 2010 (incorporated by reference to
    Exhibit 10.17 of Amendment No. 2 to Form S-1 (Registration No.
    333-168904) filed December 15, 2010).10
.18

Note Purchase Agreement, dated December 14, 2010 among Endocyte,
    Inc. and the parties set forth therein (incorporated by
    reference to Exhibit 10.18 of Amendment No. 2 to Form S-1
    (Registration No. 333-168904)
    filed December 15, 2010).10
.19

Form of Subordination Agreement between Endocyte, Inc. and the
    parties set forth in the Note Purchase Agreement dated December
    14, 2010 (incorporated by reference to Exhibit 10.19 of
    Amendment No. 2 to Form S-1 (Registration No. 333-168904) filed
    December 15, 2010).23
.1

Consent of Ernst & Young, LLP, Independent Registered
    Public Accounting Firm.31
.1

Certification pursuant to Rule 13a-14(a)/15d-14(a) of the
    Securities Exchange Act of 1934 of the Chief Executive Officer,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.31
.2

Certification pursuant to Rule 13a-14(a)/15d-14(a) of the
    Securities Exchange Act of 1934 of the Chief Financial Officer,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002.32
.1

Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.     *
    
    Indicates management contracts or compensatory plans or
    arrangements.