exv10w16







Exhibit 10.16




Patent Assignment Agreement




     This Patent Assignment Agreement is entered into as of November 1, 2007 (the
“Effective Date”), by and among Endocyte Inc., an Indiana corporation located at 3000 Kent
Avenue, West Lafayette, IN 47906 (“Endocyte”); Optical Therapeutic Technologies Inc., an
Indiana corporation located at 3000 Kent Avenue, West Lafayette, IN 47906 (“OTT”); and Karim N.
Jallad, Michael D. Kennedy, Philip S. Low, and Dor Ben-Amotz, individuals residing at the addresses
in the signature block (collectively, “Inventors”).



Recitals




     WHEREAS, the Inventors have invented certain methods, devices and compositions relating to
certain conjugates used in the imaging of tissues that are the subject of U.S. Patent Application
Nos. 10/360001 and 10/742291 (the “Patent Applications”), and such methods, devices and
compositions as disclosed in the Patent Applications are hereinafter referred to as the
“Technology”;



     WHEREAS, each of the Inventors desires to assign all of his rights in the Patent Applications
and the Technology to Endocyte;



     WHEREAS, the Inventors have formed OTT but have not assigned any rights in the Patent
Applications or the Technology to OTT, and OTT desires to confirm to Endocyte that it releases any
claims it may have to such rights;



     Now, Therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:



Agreement




Article 1.  Assignment




     Section 1.1. Assignment of Rights. Each of the Inventors hereby assigns to Endocyte all of the
Inventor’s right, title and interest in and to the Patent Applications and any inventions,
discoveries, concepts, and ideas, whether patentable or not, that relate to the Technology,
including the right to claim priority to any or each of said Patent Applications in any later filed
related counterpart patent applications in the United States or around the world (such Patent
Applications and any subsequent patent claiming priority to a Patent Application are referred to as
the “Conjugate Patents”). Recordable forms of this assignment are attached as Exhibit A and shall
be executed by each of the Inventors.



     Section 1.2. Patent Prosecution and Maintenance. As of the Effective Date, Endocyte will be
responsible, at its sole expense, for prosecuting the Patent Applications and for filing any
further applications for the Conjugate Patents. Endocyte will reimburse the Inventors for their
reasonable attorneys fees and filing fees to date for the Patent Applications. Upon Endocyte’s
request, each of Inventors will cooperate with and assist Endocyte or its nominees in obtaining the
Conjugate Patents.



     Section 1.3. Release by OTT. OTT acknowledges that it is not an assignee of any of the rights
to Conjugate Patents or the Technology. For avoidance of doubt, OTT hereby assigns to



			
	 	 	 
	
Patent Assignment Agreement
	 	Page 1 of 3
	925347	 	 






 









 




Endocyte any rights, or any claim it may have to such rights, in the Conjugate Patents or the
Technology.




Article 2.  Payment




     Section 2.1. Payment. As full consideration for the assignments hereunder, Endocyte will pay
the following amounts in U.S. Dollars to each of the Inventors within 30 days after the occurrence
of each of the following events:




     2.1.1 $6,250 to each Inventor after the execution of this Agreement by all Inventors.




     2.1.2 $12,500 to each Inventor upon the issuance of the first Conjugate Patent by the
U.S. Patent Office.




     2.1.3 $37,500 to each Inventor upon the FDA’s approval of the first product comprising
or containing any conjugate covered by a valid claim of a Conjugate Patent.



     Section 2.2. No Other Compensation. The payments referenced in this Article 2 shall be the
entire compensation from Endocyte to the Inventors under this Agreement. For avoidance of doubt,
each payment referenced in this Article 2 is payable one time only with respect to each Inventor,
regardless of the number of Conjugate Patents that issue or the number of products that are
developed or approved.



Article 3.  Representations




     Section 3.1. Inventors’ Representations. Each of the Inventors hereby represents and warrants
that the Inventor is the owner of the rights being transferred hereunder and has the full power,
right and authority to grant such rights to Endocyte.



     Section 3.2. Endocyte Representations. Endocyte represents that it has the full power, right
and authority to enter into this Agreement.



Article 4.  Miscellaneous




     Section 4.1. No Partnership. Nothing in this Agreement shall be deemed to create a
partnership, joint venture or agency relationship between the parties.



     Section 4.2. Governing Law. Any dispute between any of the parties concerning or arising out
of this Agreement shall be governed by the applicable laws of Indiana without regard to conflict of
laws principles and shall be resolved in the courts of Indiana. Each Inventor waives any objection
to jurisdiction or venue laid therein.



     Section 4.3. Severability. If any provision in the Agreement shall be held to be in
contravention of applicable law, the Agreement shall be construed as if that provision were not a
part thereof and in all other respects the terms of the Agreement shall remain in full force and
effect.



     Section 4.4. No Waiver. No waiver of any covenant or condition or the breach of any covenant
or condition of the Agreement shall be deemed to constitute a waiver of any subsequent



			
	 	 	 
	Patent Assignment Agreement
	 	Page 2 of 3
	925347	 	 






 









 




breach of the covenant or condition nor justify or authorize a non-observance upon any
occasion of that covenant or condition or any other covenant or condition of the Agreement.




     Section 4.5. Additional Documents. The parties shall cooperate fully in the execution of all
documents and take such other steps as may be necessary to fully carry out and accomplish the
intents and purposes of the Agreement.



     Section 4.6. Entire Agreement. The Agreement constitutes the entire agreement between the
parties.



     In Witness Whereof the parties have executed this Intellectual Property Agreement as
of the date set forth above.



	 	 	 	 	 	 	 	 	 	 	 

	Endocyte, Inc.	 	 	 	Optical Therapeutic Technologies, Inc.	 	 
	(Endocyte)	 	 	 	(OTT)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ P. Ron Ellis
	 	 
	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	P. Ron Mils	 	 	 	 	 	 	 	 
	Its:

	 	CEO/President
	 	 	 	Its:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 

	Karim N. Jallad	 	 	 	Michael D. Kennedy	 	 
	(Inventor)	 	 	 	(Inventor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	/s/ Karim Jallad
	 	 	 	By
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	12057-143 Hayes Lane
	 	 	 	Address:	 	 	 	 
	 

	 	Overland Park, KS 66213	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Philip S. Low	 	 	 	Dor Ben-Amotz	 	 
	(Inventor)	 	 	 	(Inventor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BY

	 	 	 	 	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 	 	 






Attachment: Exhibit A




			
	 	 	 
	Patent Assignment Agreement
	 	Page 3 of 3
	925347	 	 






 









 





ASSIGNMENT




     Pursuant to the Patent AssignMeat Agreement, dated Nov. 01, 2007, Karim N. Jallad
(“Inventor”), for good and valuable consideration, hereby assigns effective as of Nov. 05, 2007, to
Endocyte, Inc. (“Assignee”), all right, title and interest in and to U.S. Patent Application Nos.
10/360091 and 10/742291, titled “Folate targeted enhanced tumor and folate receptor positive tissue
optical imaging technology” (“the Patent Properties”) and in and to the inventions set forth and
claimed therein and the right to claim priority to any or each of said Patent Properties in any
later filed related counterpart patent applications, and Inventor agrees to do all acts and to
sign, or have signed, all documents reasonably necessary to vest all right, title and interest in
and to the Patent Properties in Assignee.



     EXECUTED and EFFECTIVE on the date entered above.



	 	 	 	 	 
	 	Karim N. Jallad

 	 
	 	By:  	/s/ Karim Jallad
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 	 	 	 	 

	STATE OF
	 	Kuwait	 	 	)	 
	 
	 	City of Kuwait	 	 	 	 
	 
	 	Embassy of the United States	 	 	) SS	 
	 
	 	of America	 	 	 	 
	COUNTY of _______________
	 	 	)	 






     Before me, a Notary Public in and for said County and State, personally appeared Karim N.
Jallad, who having been duly sworn upon his oath, executed the foregoing Assignment.




     Witness my hand and Notarial Seal this 5th day of November, 2007



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Erika Hosking
 	 
	 	 	 
	 	                                  
     
                  , Notary Public

Residing in _______________ County, 	 
	 


My commission Expires: [seal]




	 	 	 	 	 
	 	ERIKA HOSKING

Vice Consul of The United States of America
 	 
	 	 	 
	 	 	 
	 	 	 



 









 





	 	 	 	 	 


breach of the covenant or condition nor justify or authorize a non-observance upon any occasion of
that covenant or condition or any other covenant or condition of the Agreement.





     Section 4.5. Additional Documents. The parties shall cooperate fully in the execution of all
documents and take such other steps as may be necessary to fully carry out and accomplish the
intents and purposes of the Agreement.



     Section 4.6. Entire Agreement. The Agreement constitutes the entire agreement between the
parties.



     IN WITNESS WHEREOF the parties have executed this Intellectual Property Agreement as of the
date set forth above.




	 	 	 	 	 	 	 	 	 	 	 

	Endocyte, Inc.	 	 	 	Optical Therapeutic Technologies, Inc.	 	 
	(Endocyte)	 	 	 	(OTT)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	
	 	 
	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	P. Ron Mils	 	 	 	 	 	 	 	 
	Its:

	 	CEO/President
	 	 	 	Its:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 

	Karim N. Jallad	 	 	 	Michael D. Kennedy	 	 
	(Inventor)	 	 	 	(Inventor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	
	 	 	 	By
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	
	 	 	 	Address:	 	 	 	 
	 

	 		 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Philip S. Low	 	 	 	Dor Ben-Amotz	 	 
	(Inventor)	 	 	 	(Inventor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BY

	 	/s/ Philip S. Low 	 	 	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	5850 Farm Ridge Rd.
 West Lafayette, IN 47906 	 	 	 	Address:	 	 	 	 









Attachment: Exhibit A






			
	 	 	 
	
Patent Assignment Agreement
	 	Page 1 of 3
	925347	 	 






 









 








ASSIGNMENT




     Pursuant to the Patent Assignment Agreement, dated November 1, 2007, Philip S. Low
(“Inventor”), for good and valuable consideration, hereby assigns effective as of 11-5-07, to
Endocyte, Inc. (“Assignee”), all right, title and interest in and to U.S. Patent Application Nos.
10/360001 and 10/742291, titled “Folate targeted enhanced tumor and folate receptor positive tissue
optical imaging technology” (“the Patent Properties”) and in and to the inventions set forth and
claimed therein and the right to claim priority to any or each of said Properties in any later
filed related counterpart patent applications, and Inventor agrees to do all acts and to sign, or
have signed, all documents reasonably necessary to vest all right, title and interest in and to the
Properties in Assignee.



     EXECUTED and EFFECTIVE on the date entered above.



	 	 	 	 	 
	 	Philip S. Low

 	 
	 	By:  	/s/ Philip S. Low
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 

	STATE OF INDIANA

	 	 	)	 
	 

	 	 	) SS:
	 
	COUNTY OF Tippecanoe

	 	 	)	 






     Before me, a Notary Public in and for said County and State, personally appeared Philip S.
Low, who having been duly sworn upon his oath, executed the foregoing Assignment.



     Witness my hand and Notarial Seal this 5th day of November, 2007.



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Donna D. Wilkinson
 	 
	 
	 	        
                  
                       
      , Notary Public 	 
	 	residing in Benton County, Indiana 	 
	 


My Commission Expires: 2/25/2015




	 	 	 	 	 
	 	DONNA D. WILKINSON

NOTARY PUBLIC, STATE OF INDIANA

MY COMMISSION EXPIRES FEBRUARY 25, 2015

 	 
	 	 	 
	 	 	 
	 	 	 



 









 





	 	 	 	 	 


breach of the covenant or condition nor justify or authorize a non-observance upon any
occasion of that covenant or condition or any other covenant or condition of the Agreement.





     Section 4.5. Additional Documents. The parties shall cooperate fully in the execution of all
documents and take such other steps as may be necessary to fully carry out and accomplish the
intents and purposes of the Agreement.



     Section 4.6. Entire Agreement. The Agreement constitutes the entire agreement between the
parties.



     IN WITNESS WHEREOF the parties have executed this Intellectual Property Agreement as of the
date set forth above.




	 	 	 	 	 	 	 	 	 	 	 

	Endocyte, Inc.	 	 	 	Optical Therapeutic Technologies, Inc.	 	 
	(Endocyte)	 	 	 	(OTT)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	
	 	 
	 	By	 	/s/ Mike Kennedy 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	P. Ron Mils	 	 	 	 	 	 	 	 
	Its:

	 	CEO/President
	 	 	 	Its:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 

	Karim N. Jallad	 	 	 	Michael D. Kennedy	 	 
	(Inventor)	 	 	 	(Inventor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	
	 	 	 	By
	 	/s/ Michael D. Kennedy 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	
	 	 	 	Address:	 	P.O. Box 3726 	 	 
	 

	 	 	 	 	 	 	 	West Lafayette, IN 47906 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Philip S. Low	 	 	 	Dor Ben-Amotz	 	 
	(Inventor)	 	 	 	(Inventor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BY

	 	 	 	 	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 	 	 







Attachment: Exhibit A





			
	 	 	 
	
Patent Assignment Agreement
	 	Page 3 of 3
	925347	 	 









 









 







ASSIGNMENT




     Pursuant to the Patent Assignment Agreement, dated 2/6/2008, Michael D. Kennedy (“Inventor”),
for good and valuable consideration, hereby assigns effective as of 2-6-08, to Endocyte, Inc.
(“Assignee”), all right, title and interest in and to U.S. Patent Application Nos. 10/360001 and
10/742291, titled “Folate targeted enhanced tumor and folate receptor positive tissue optical
imaging technology” (“the Patent Properties”) and in and to the inventions set forth and claimed
therein and the right to claim priority to any or each of said Properties in any later filed
related counterpart patent applications, and Inventor agrees to do all acts and to sign, or have
signed, all documents reasonably necessary to vest all right, title and interest in and to the
Properties in Assignee.



     EXECUTED and EFFECTIVE on the date entered above.



	 	 	 	 	 
	 	Michael D. Kennedy

 	 
	 	By:  	/s/ Michael Kennedy
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 

	STATE OF Indiana
	 	 	)	 
	 
	 	 	) SS:	 
	COUNTY OF Tippecanoe
	 	 	)	 






     Before me, a Notary Public in and for said County and State, personally appeared Michael D.
Kennedy, who having been duly sworn upon his oath, executed the foregoing Assignment.



     Witness my hand and Notarial Seal this 6 day of February, 2008



	 	 	 	 	 
	 	 	 
	 	                                                   /s/
 	 
	 
	 	
                  
                           
         , Notary Public 	 
	 	Residing in Tippecanoe County, Indiana 	 
	 


My Commission Expires July 12, 2008









 









 






breach of the covenant or condition nor justify or authorize a non-observance upon any occasion of
that covenant or condition or any other covenant or condition of the Agreement.





     Section 4.5. Additional Documents. The parties shall cooperate fully in the execution of all
documents and take such other steps as may be necessary to fully carry out and accomplish the
intents and purposes of the Agreement.



     Section 4.6. Entire Agreement. The Agreement constitutes the entire agreement between the
parties.



     IN WITNESS WHEREOF the parties have executed this Intellectual Property Agreement as of the
date set forth above.




	 	 	 	 	 	 	 	 	 	 	 

	Endocyte, Inc.	 	 	 	Optical Therapeutic Technologies, Inc.	 	 
	(Endocyte)	 	 	 	(OTT)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	
	 	 
	 	By	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	P. Ron Mils	 	 	 	 	 	 	 	 
	Its:

	 	CEO/President
	 	 	 	Its:	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 

	Karim N. Jallad	 	 	 	Michael D. Kennedy	 	 
	(Inventor)	 	 	 	(Inventor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	
	 	 	 	By
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	
	 	 	 	Address:	 	 	 	 
	 

	 		 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Philip S. Low	 	 	 	Dor Ben-Amotz	 	 
	(Inventor)	 	 	 	(Inventor)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	BY

	 	 	 	 	 	By	 	/s/ Dor Ben-Amotz 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 	 	 






Attachment: Exhibit A






			
	 	 	 
	
Patent Assignment Agreement
	 	Page 3 of 3
	925347	 	 








 









 







ASSIGNMENT





     Pursuant to the Patent Assignment Agreement, dated November 1, 2007, Dor Ben-Amotz
(“Inventor”) for good and valuable consideration, hereby assigns effective as of 11-8-07 to
Endocyte, Inc. (“Assignee”), all right, title and interest in and to U.S. Patent Application Nos.
10/360001 and 10/742291, titled “Folate targeted enhanced tumor and folate receptor positive tissue
optical imaging technology” (“the Patent Properties”) and in and to the inventions set forth and
claimed therein and the right to claim priority to any or each of said Patent Properties in any
later filed related counterpart patent applications, and. Inventor agrees to do all acts and to
sign, or have signed, all documents reasonably necessary to vest all right, title and interest in
and to the Patent Properties in Assignee.



     EXECUTED and EFFECTIVE on the date entered above.



	 	 	 	 	 
	 	Dor Ben-Amotz

 	 
	 	By:  	/s/ Dor Ben-Amotz
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 

	STATE OF INDIANA

	 	 	)	 
	 

	 	 	) SS:	 
	COUNTY OF Tippecanoe

	 	 	)	 






     Before me, a Notary Public in and for said County and State, personally appeared Dor
Ben-Amotz, who having been duly sworn upon his oath, executed the foregoing Assignment.



     Witness my hand and Notarial Seal this 8th day of November, 2007.



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Donna D. Wilkinson
 	 
	 
	 	
                     
                     
          , Notary Public 	 
	 	residing in Benton County, Indiana 	 
	 


My Commission Expires: 2/25/2015




	 	 	 	 	 
	 	DONNA D. WILKINSON

NOTARY PUBLIC, STATE OF INDIANA

MY COMMISSION EXPIRES FEBRUARY 25, 2015