exv10w11






Exhibit 10.11




LICENSE AGREEMENT




BETWEEN



ENDOCYTE, INC



AND



PURDUE RESEARCH FOUNDATION



OCTOBER 21, 1998



 









 





AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT




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



WITNESSETH:




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



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



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



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



ARTICLE I — DEFINITIONS




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




	 	1.1	 	“Affiliate” shall mean a corporation, company, partnership, or other business
entity which controls or is controlled by, or is under common control with, the
designated party. In the case of a corporation or company, “control” means ownership
either directly or indirectly of at least fifty percent (50%) of the shares of stock
entitled to vote for the election of directors. The term “Affiliate” shall not include
a third-party sublicensee of LICENSEE.
	 
	 	1.2	 	“FDA Approval” shall mean final approval from the United States Food and Drug
Administration to distribute, market and sell any Licensed Product in the United
States.




 









 












	 	1.3	 	“Licensed Products” shall mean products falling within the scope of a Valid
Claim or claims of the Patents or made by processes within the scope of a Valid Claim
or claims of the Patents.
	 
	 	1.4	 	“Sales Value” shall mean (i) in the case of Licensed Products sold to third
parties, the invoice price, F.O.B place of manufacture, exclusive of sales taxes,
packing, shipping and insurance charges, and less returns, allowances, and discounts
actually allowed; and (ii) in the case of any use of any Licensed Product by LICENSEE,
any Affiliate or any third party for the purpose of any testing or studies necessary to
obtain FDA Approval, Zero Dollars ($0.00).
	 
	 	1.5	 	“Valid Claim” shall mean any claim contained in any pending patent application
or issued patent included within the Patents which has not been abandoned or declared
invalid in a non-appealable order, as the case may be, and which would be infringed by
the manufacture, use or sale of Licensed Products in the absence of the licenses
granted hereunder.
	 
	 	1.6	 	“Territory” shall mean all countries, worldwide.
	 
	 	1.7	 	“Field of Use” shall mean:






	 	(a)	 	All Diagnostic and Imaging Applications; and
	 
	 	(b)	 	All Therapeutic Applications.






	 	1.8	 	“Therapeutic Applications” shall mean any use of a Licensed Product for the
prevention or treatment of disease or injury.
	 
	 	1.9	 	“Diagnostic or Imaging Applications” shall mean any use of a Licensed Product
for purposes of the investigation or determination of the nature or extent of any
disease or injury.
	 
	 	1.10	 	“Know-How” shall mean any and all confidential unpatented and/or non-patentable
data, materials, samples and other information owned and controlled by PRF which relate
to the Patents or which is useful in the Manufacture, use or sale of Licensed Products.





ARTICLE II — GRANTS





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




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	 	2.2	 	PRF grants, subject to the terms of this Agreement, to LICENSEE a non-exclusive
license under the Know-How to make, to have made, use, sell and import and sell
Licensed Products in the Field of Use in the Territory.
	 
	 	2.3	 	LICENSEE shall have the right to grant sublicenses under the license granted
herein, and to extend the sublicenses to any third party or Affiliate of LICENSEE.
LICENSEE shall notify PRF promptly of any grant of sublicense hereunder and the terms
thereof.
	 
	 	2.4	 	PRF shall reserve, and the license granted shall be subject to the royalty-free
right in PRF (or in Purdue University, if PRF’s rights are assigned to the University)
to make or have made for its use (but not to sell) the products or devices (or the
rights to practice the process, if a process invention) under each patent, provided
that such reserved rights shall be used by PRF (or the University as the case may be)
solely for educational and research purposes and not for commercial purposes.
	 
	 	2.5	 	All rights reserved to the United States Government and others under Public Law
96-517 and 98-620 shall remain and shall in no way be affected by this Agreement.
Portions of the Patents were developed under Grant 89-45-DC8-88-11465 awarded by the
National Science Foundation.
	 
	 	2.6	 	PRF hereby warrants that it is the owner of the Patents and that such Patents
are not subject to any lien, encumbrance, license or claim of ownership of any third
party, except to the extent stated in Section 2.4, in derogation of the rights granted
to LICENSEE in this Agreement.





ARTICLE III — DUE DILIGENCE





	 	3.1	 	(a) LICENSEE shall use its commercially reasonable efforts to bring one or more
Licensed Products in the Field of Use to market through program for exploitation of
Patents. LICENSEE shall supply to PRF a business and project plan for the Licensed
Products to PRF no later than twelve (12) months after the Effective Date.
	 
	 		 	(b) LICENSEE further agrees to secure $[*] to be expended for the testing and
development of the Licensed Products. Once this initial funding of $[*] has been
expended (the “Crossover Date”), LICENSEE shall provide evidence of obtaining
Additional Support needed to develop the technology. Additional support shall be
defined as:






	 	(I)	 	Having secured additional funding of at least $[*]; or
	 
	 	(II)	 	Enter into a venture for the development and commercialization of
the Diagnostic Imaging and Therapeutic applications of the Licensed Products.




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.







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	 		 	(c) If after [*] after the Crossover Date the LICENSEE has not provided evidence of
Additional Support, this Agreement may be terminated on written notice of PRF.
	 
	 		 	(d) LICENSEE further agrees to begin the development of Therapeutic Applications of
the Licensed Products, other than those involving Gene Therapy, no later than [*]
from the Effective Date.
	 
	 		 	(e) LICENSEE further agrees to provide evidence of being in bona fide negotiations or
in-house development for Gene Therapy applications no later than [*] from the
Effective Date.
	 
	 		 	(f) LICENSEE further agrees to provide $[*] over a three year period from Effective
Date to fund research at Purdue University.
	 
	 	3.2	 	Commencing twenty-four (24) months following FDA Approval, if , at any time,
PRF is of the reasonable opinion that LICENSEE is not meeting the public demand, as
outlined below, for Licensed Products, PRF shall notify LICENSEE to that effect and
LICENSEE shall have six (6) months after such notice within which to meet such demand
or to make other arrangements satisfactory to PRF. If at the end of six (6) months’
period PRF is not satisfied that the public demand is or will be reasonably met by
LICENSEE, PRF may, at its option, terminate the license or convert the exclusive
license to a non-exclusive license upon sixty (60) days’ notice to LICENSEE. Net
sales, based upon Sales Value, of [*] or more of the Licensed Products by LICENSEE and
any sublicensees during the first twenty-four (24) following FDA Approval shall be
regarded by PRF as meeting the public demand.





ARTICLE IV — PRF ROYALTY OBLIGATIONS





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






	 	(a)	 	$[*] on the Effective Date;
	 
	 	(b)	 	$[*] the Effective Date;
	 
	 	(c)	 	$[*] the Effective Date;
	 
	 	(d)	 	$[*] the Effective Date; and
	 
	 	(e)	 	$[*] the Effective Date.






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




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.






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	 	 	 	sublicensees or its Affiliates in each country of the Territory in which there
is (are) valid unexpired Patents. The royalties due hereunder shall be payable on a
country-by-country basis in each country until the expiration of the last to expire
of the Patents covering the Licensed Products or the manufacture use or sale of the
Licensed Products in such country. The royalty percentage shall be [*] of the Sales
Value of Licensed Products used or sold.
	 
	 	 	 	At any time during the term of this Agreement, the parties shall be free to
renegotiate, in good faith, the earned royalty percentages previously agreed to;
provided that, in no event shall the renegotiated royalty percentages exceed the
royalty percentages set forth above.
	 
	 	4.3	 	LICENSEE shall pay to PRF an annual minimum royalty for each calendar year
during the life of this Agreement beginning in calendar year 1998. The minimum royalty
shall be payable on or before December 31 of each such calendar year. The minimum
royalties shall be as follows:





	 	 	 	 	 

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







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





ARTICLE V — RECORDS, REPORTS, PAYMENTS





	 	5.1	 	LICENSEE shall keep accurate books and records showing all sales and use by
LICENSEE and its sublicensee of Licensed Products, together with such other information
as shall be necessary to enable earned royalties to be computed, and such books and
records showing all sales and use by LICENSEE and its sublicensee of Licensed Products
shall be kept for a period of three (3) years from the creation of such books and
records. On or before the last day of March, June, September, and December of each
year during the life of this Agreement, LICENSEE shall render to PRF a written report
showing the calculation, in reasonable detail, of earned royalty for the preceding
calendar quarter and shall accompany each such report with payment of any amount shown
to be due. Such reports are to be made by LICENSEE whether or not royalties are owed.
Such reports and any royalties due will be made to PRF within thirty (30) days of the
end of each calendar quarter. Not more than once per calendar year during the




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.






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term of this Agreement, LICENSEE’s records and books shall be open during reasonable business
hours for reasonable inspection by a certified public accountant appointed and paid for by PRF and
reasonably acceptable to LICENSEE, to determine the accuracy of such royalty statements and
payments but for not other purpose. PRF agrees that it and its designees shall keep confidential
and shall not disclose or use for purposes other than those set forth in Section 5.1, any
information, report or document provided to or made available to PRF or its designee.




ARTICLE VI — PATENT PROSECUTION





	 	6.1	 	As between PRF and LICENSEE, PRF shall have responsibility for filing,
prosecution and maintenance of all Patents in the Territory. LICENSEE shall have the
right to review pending Patent applications and make recommendations to PRF concerning
them. PRF will consider in good faith all reasonable suggestions of LICENSEE with
respect thereto. PRF agrees to keep LICENSEE informed of the course of patent
prosecution or other proceedings with respect to the Patents within the Territory. In
the event PRF elects not to file, prosecute or maintain any or all of the Patents in
the Territory, PRF shall assign this responsibility to LICENSEE and cooperate to assure
the filing, prosecution and maintenance of all Patents. The parties shall hold all
information disclosed to it under this Section as confidential.
	 
	 	6.2	 	LICENSEE shall have the right but not the obligation to seek extensions of the
terms of PATENTS in the Territory. At LICENSEE’S request, PRF shall either diligently
seek to obtain such extensions or authorize LICENSEE to act as PRF’s agent for the
purpose of making any application for any extensions of the term of Patents and provide
reasonable assistance therefor to LICENSEE, in either event, at LICENSEE’s expense.
	 
	 	6.3	 	PRF shall promptly provide LICENSEE copies of all notices and correspondence to
or from the U.S .Patent and Trademark Office and any foreign patent offices.
	 
	 	6.4	 	Payment of all fees and costs relating to the filing, prosecution, and
maintenance of the Patents shall be the responsibility of LICENSEE, whether or not such
fees and costs were incurred before or after the date of this Agreement. PRF
acknowledges receipt of patent expenses in the amount of $209,705.41 (see Appendix C)
which covers all prior patent expenses through April 30, 1998.
	 
	 	6.5	 	PRF will provide all requested Know-How to LICENSEE at LICENSEE’s expense.




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ARTICLE VII— INFRINGEMENT/ENFORCEMENT





	 	7.1	 	If during the term of this Agreement one ore more Patents licensed hereunder is
or appears to be infringed by a third party within the Field of Use, then the party
having knowledge thereof shall notify the other and the parties shall consult to
consider what, if any, action should be taken. Under no circumstances shall PRF have
the obligation to enforce Patents. LICENSEE shall have the first right (but not the
obligation) to notify the infringer and/or initiate litigation or legal proceedings to
abate the infringement. In the event LICENSEE commences litigation, LICENSEE shall
notify PRF in writing that the litigation has been commenced. PRF may elect to join in
any such legal proceedings against the alleged infringer. In the event LICENSEE has
not initiated such legal proceedings within six (6) months after becoming aware of the
infringement, then PRF may initiate such legal proceedings on its own behalf; and
thereafter, LICENSEE may elect to join in those proceedings.
	 
	 	7.2	 	If PRF elects to join in legal proceedings commenced by LICENSEE or
sublicensee, or if LICENSEE or sublicensee elected to join in legal proceedings
commanded by PRF, all fees and costs incurred therein, and all damages shall be the
responsibility of PRF. If one Party elects not to join in legal proceedings initiated
by the other Party, then the initiating Party shall be responsible for all fees and
costs incurred therein. All reasonable costs and expenses incurred as a result of said
legal proceedings shall be recoverable by LICENSEE or sublicensee out of damages and
awards recovered by LICENSEE, sublicensee and/or PRF. Any remaining amounts from
damages and awards, once costs and expenses have been recovered, shall be divided
between LICENSEE and PRF as follows: LICENSEE shall retain seventy-five percent (75%)
and PRF shall retain twenty-five percent (25%) of the damages and awards recovered by
LICENSEE. Each Party shall reasonably cooperate with the other Party, whether joining
or not, in the conduct of the proceedings (such as by joining in name only); however,
where PRF is joined in any such legal proceedings in name only as a necessary party and
not at its election, then LICENSEE shall indemnify and hold harmless PRF from and
against any and all actions, claims, and counterclaims brought against PRF, and
LICENSEE agrees to pay all legal expenses, damages, and costs which may be finally
assessed against PRF in such actions, claims, and counterclaims.
	 
	 	7.3	 	PRF makes no warranty that the subject matter of the invention licensed
hereunder will not infringe any third party patent and PRF makes no covenant either to
defend any infringement charge by a third party or to institute action against
infringers of any Patents hereby licensed.
	 
	 	7.4	 	If LICENSEE, any sublicensee or customer is named as a defendant in a lawsuit
(hereinafter “Defendant”) charging Defendant with patent infringement as a result




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






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





ARTICLE VIII — PRODUCT LIABILITY





	 	8.1	 	LICENSEE shall indemnify and save PRF and/or Purdue University harmless from
any and all claims, demands, actions and causes of action against, PRF whether
groundless or not, in connection with any and all injuries, losses, damages or
liability of any kind whatsoever arising, directly or indirectly, out of use,
distribution, or sale of Licensed Products by or through the LICENSEE or its Affiliates
or sublicensees whether or not the claims, demands, actions or causes of action are
alleged to have resulted in whole or in part from the negligent acts or omissions of
PRF and/or Purdue University or from acts or omissions of such




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	 	 	 	persons for which they are or any of them would otherwise be strictly liable. This
indemnification obligation shall include, without limiting the generality of the
foregoing, reasonable attorney fees and other costs or expenses incurred in
connection with the defense of any and all such claims, demands, actions, or causes
of action, and shall extend to the Trustees, officers, employees, and agents of PRF
and/or Purdue University. This indemnification obligation does not extend to any
occurrences or events whether at the PRF’s or Purdue University’s facilities or
elsewhere except those occurring in connection with the use, distribution, or sale of
Licensed Products by or through LICENSEE, or its Affiliates.






	 	8.2	 	LICENSEE shall obtain and carry in full force and effect liability insurance
which shall protect LICENSEE and PRF in regard to the events covered by Section 8.1
herein. LICENSEE shall name PRF as an additional name insured on said liability
insurance. The policy of said liability insurance shall require written notice of
termination to be provided to PRF at least thirty (30) days prior to expiration or
other cancellation thereof.
	 
	 	8.3	 	PRF hereby warrants that as of the Effective Date, it is aware of no fact which
places the validity of the Patents into question. Further, PRF hereby warrants that as
of the Effective Date, it is unaware of any patent or claim by any third party upon the
basis of which PRF has any reason to believe that the making, using or selling of any
Licensed Product will infringe any valid United States patent.
	 
	 	8.4	 	EXCEPT TO THE EXTENT EXPRESSLY STATED TO THE CONTRARY IN THIS AGREEMENT, PRF
SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS
TO THE CONDITION, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR USE OF LICENSED
PRODUCTS OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO LICENSED PRODUCTS OR LICENSED PATENTS. PRF EXPRESSLY MAKES NO WARRANTY OF
VALIDITY OF PATENTS LICENSED HEREUNDER.





ARTICLE IX — EXPORT CONTROLS





	 	9.1	 	It is understood that PRF is subject to United States laws and regulations
controlling the export of technical data, computer software, laboratory prototypes and
other commodities (including the Arms Export Control Act, as amended and the Export
Administration Act of 1979), and that its obligations hereunder are contingent on
compliance with applicable United States export laws and regulations. The transfer of
certain technical data and commodities may require a license from the cognizant agency
of the United States Government and/or written assurances by LICENSEE that LICENSEE
shall not export data or commodities




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	 	 	 	to certain foreign countries without prior approval of such agency. PRF neither
represents that a license shall not be required nor that, if required, it shall be
issued.





ARTICLE X — NON-USE OF NAMES





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





ARTICLE XI — ASSIGNMENT





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





ARTICLE XII — TERMINATION





	 	12.1	 	If LICENSEE shall be in default of any material obligation hereunder, and shall
fail to remedy such default within ninety (90) days after notice thereof by PRF, this
Agreement may be terminated at the option of PRF by notice to that effect.
	 
	 	12.2	 	LICENSEE shall have the right to terminate this Agreement at any time by giving
notice in writing to PRF of its intent to do so at least sixty (60) days prior to a
termination date designated in said notice. In the event this Agreement is terminated
pursuant to this paragraph 12.2, LICENSEE must pay PRF, not later than sixty (60) days
after said designated termination, any royalties due under Article IV prior to the
designated termination date.
	 
	 	12.3	 	In the event of any termination under this Article, LICENSEE shall, at PRF’s
request, assign its rights under any sublicense agreement hereunder to PRF.
	 
	 	12.4	 	Unless otherwise terminated as provided herein, this Agreement shall remain in
full force and effect until the expiration of the last-to-expire of the Valid Claim or
Claims.




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





ARTICLE XIII — PAYMENTS, NOTICES, AND OTHER COMMUNICATIONS





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





	 	 	 

	LICENSEE:

	 	President

Endocyte Corporation

1205 Kent Avenue

West Lafayette, Indiana 47906
	 
	 	 
	PRF:

	 	Office of Technology Transfer (P-88080) 

Purdue Research Foundation 

1063 Hovde Hall, Room 300

West Lafayette, IN 47907-1063







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





ARTICLE XIV — GENERAL





	 	14.1	 	PRF warrants and represents that as of the date of this Agreement it is the
exclusive and sole owner of the Patents and that PRF has the right to make the
conveyances set forth herein.
	 
	 	14.2	 	LICENSEE shall mark the Licensed Products in accordance with 35 U.S.C. 287 and
shall require same of any Affiliates or sublicensees.
	 
	 	14.3	 	PRF shall not be liable to LICENSEE for failure by LICENSEE to obtain profit or
income from Licensed Products.
	 
	 	14.3	 	This Agreement shall be construed according to the laws of the State of
Indiana. It constitutes the entire agreement between the Parties hereto with respect
to the subject matter hereof and may not be modified or extended except by written
document signed by an executive officer of the Parties.
	 
	 	14.4	 	IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed by their duly authorized officers as of the day and year first above written.




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	PURDUE RESEARCH FOUNDATION	 	ENDOCYTE CORPORATION	 	 
	(PRF)	 	(LICENSEE)	 	 
	 
	 	 	 	 
	/s/ William E. Baitinger

	 	/s/ P. Ron Ellis
	 	 
	 

	 	 	 	 
	Signature

	 	Signature	 	 
	 
	 	 	 	 
	William E. Baitinger

Senior Technology Mgr.

	 	P. Ron Ellis	 	 
	 

	 	 	 	 
	Typed Name

	 	Typed Name	 	 
	 
	 	 	 	 
	 

	 	President and CEO	 	 
	 

	 	 	 	 
	Title

	 	Title	 	 











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APPENDIX A




United States Patents Granted and Applications Pending



	 	 	 	 	 	 	 	 	 	 	 
	Purdue	 	 	 	 	 	 	 	 	 	 
	Reference	 	 	 	 	 	Issue/Filing	 	 	 	 
	Number	 	Matter #	 	Serial #	 	Date	 	Title	 	Status
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.10.US

	 	20035
	 	07/498,762
	 	3/28/90

4/28/92
	 	Method of Enhanced
Transmembrane
Transport of
Exogenous Molecules
(continuation of
P-88080 now
abandoned) (biotin,
riboflavin)
	 	(CIP of 07/331,816, 4/30/89 ABAN)
Patent No. 5,108,921; 
Expires
4/28/2009
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.20.US

	 	21712
	 	07/851,544
	 	3/13/92

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

Expires 5/16/2012
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.30.US

	 	25043
	 	08/349,407
	 	12/05/94

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

Expires 12/5/2014
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.3A.US

	 	28035
	 	08/784,019
	 	1/15/97

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

Expires 1/15/2017
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.40.US

	 	25124
	 	08/442,174
	 	5/16/95

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

Expires 5/16/2015
	 
	 	 	 	 	 	 	 	 	 	 
	P-96114.00.US

	 	62306
	 	N/A
	 	10/16/98
	 	Folic Acid Derivatives
	 	U.S. Nationalized PCT filed 4/17/00
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	—
	 	 	 	Provisional Filed






 









 






	 	 	 	 	 	 	 	 	 	 	 
	Purdue	 	 	 	 	 	 	 	 	 	 
	Reference	 	 	 	 	 	Issue/Filing	 	 	 	 
	Number	 	Matter #	 	Serial #	 	Date	 	Title	 	Status
	 
	 	 	 	 	 	 	 	 	 	 
	P-99072.P1.US

	 	65007
	 	N/A
	 	3/31/00
	 	Method of Treatment
Using
Lignad-Immunogen
Conjugates	 	 






-2-









 





U.S. Parent: Matter No. 20035 (P-88080.1), U.S. Patent 5,108,921




FOREIGN COUNTERPARTS




	 	 	 	 	 	 	 	 	 	 	 
	Purdue Ref. #	 	Matter#	 	Application No.	 	Country Filed	 	Status
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.10.EP

	 	21407
	 	90906542.7-21	 	 	E.P.C.
	 	Application published
1/22/92 as Publication
No. 0466816; Application
granted 11/26/97

Claims directed to
biotin and folate
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.10.JP

	 	21408	 	2-506140	 	 	Japan
	 	Application filed: 4/2/90

Requested Exam 3/13/97
claims conformed to EPO
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.10.IE

	 	20070
	 	1201/90	 	 	Ireland
	 	Application filed: 4/3/90

Copy of EPO granted
application filed
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.10.CA

	 	20071
	 	2013582-4	 	 	Canada
	 	Application filed: 4/2/90

Requested Exam 3/13/97
claims conformed to EPO
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.10.IL

	 	20072
	 	93983	 	 	Israel
	 	Application filed: 4/2/90

Application issued May
19, 1997

Expires 4/2/2010
	 
	 	 	 	 	 	 	 	 	 	 
	P-88080.10.ZA

	 	20073
	 	90/2538	 	 	South Africa
	 	Patent Issued: 1/30/91

Patent No. 90/2538

Expires April 3, 2010
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	20080
	 	—	 	 	Singapore
	 	Application abandoned
November 11, 1997






-3-









 







	 	 	 	 	 	 	 	 	 
	Purdue Ref #	 	Matter#	 	Application No.	 	Country Filed	 	Status
	 
	 	 	 	 	 	 	 	 
	P-88080.10.AT

	 	28833
	 	90906542.7-2105
	 	Austria
	 	Issued 11/26/97

Patent No. ATE 160583T
	 
	 		 	 	 	 	 	 
	P-88080.10.BE

	 	28834
	 	90906542.7-2105
	 	Belgium
	 	Issued 11/26/97

Patent No. 0466816
	 
	 	 	 	 	 	 	 	 
	P-88080.10.CH

	 	28835
	 	90906542.7-2105
	 	Switzerland
	 	Issued 11/26/97

Patent No. 0466816
	 
	 	 	 	 	 	 	 	 
	P-88080.10.DE

	 	28836
	 	90906542.7-2105
	 	Germany
	 	Issued 11/26/97

Patent No. 69031763.8
	 
	 	 	 	 	 	 	 	 
	P-88080.10.DK

	 	28837
	 	90906542.7-2105
	 	Denmark
	 	Issued 11/26/97

Patent No. 0466816
	 
	 	 	 	 	 	 	 	 
	P-88080.10.ES

	 	28838
	 	90906542.7-2105
	 	Spain
	 	Issued 11/26/97

Patent No. 0466816
	 
	 	 	 	 	 	 	 	 
	P-88080.10.FR

	 	28839
	 	90906542.7-2105
	 	France
	 	Issued 11/26/97

Patent No. 0466816
	 
	 	 	 	 	 	 	 	 
	P-88080.10.GB

	 	28840
	 	90906542.7-2105
	 	Great Britain
	 	Issued 11/26/97

Patent No. 0466816
	 
	 	 	 	 	 	 	 	 
	P-88080.10.IT

	 	28841
	 	90906542.7-2105
	 	Italy
	 	Issued 11/26/97

Patent No. 0466816






-4-









 





U.S. Parent: Matter No. 20035 (P-88080.1), U.S. Patent 5,108,921




FOREIGN COUNTERPARTS




	 	 	 	 	 	 	 	 	 
	Purdue Ref #	 	Matter#	 	Application No.	 	Country Filed	 	Status
	 
	 	 	 	 	 	 	 	 
	P-88080.10.LU

	 	28842
	 	90906542.7-2105
	 	Luxemburg
	 	Issued 11/26/97

Patent No. 0466816
	 
	 	 	 	 	 	 	 	 
	P-88080.10.NL

	 	28843
	 	90906542.7-2105
	 	Netherlands
	 	Issued 11/26/97

Patent No. 0466816
	 
	 	 	 	 	 	 	 	 
	P-88080.10.SE

	 	28844
	 	90906542.7-2105
	 	Sweden
	 	Issued 11/26/97

Patent No. 0466816






-5-









 





U.S. Parent: Matter No. 25124 (P-94096), U.S. Patent No. 5,688,488




FOREIGN COUNTERPARTS




	 	 	 	 	 	 	 	 	 	 	 
	Purdue Ref #	 	Matter#	 	Application No.	 	Country Filed	 	Status
	 
	 	 	 	 	 	 	 	 	 	 
	P-94096.00.WO

	 	26855
	 	PCT/US96/07002
	 	PCT
	 	Abandoned in favor of

national applications
	 
	 	 	 	 	 	 	 	 	 	 
	P-94096.00.CA

	 	29190
	 	 	2220008	 	 	Canada
	 	Application filed 5/16/96

Request for Exam filed 3/97
	 
	 	 	 	 	 	 	 	 	 	 
	P-94096.00.EP

	 	29191
	 	 	96916476.3	 	 	E.P.C.
	 	Application filed 5/16/96

	 
	 	 	 	 	 	 	 	 	 	 
	P-94096.00.JP

	 	29192
	 	 	08-535034	 	 	Japan
	 	Application filed: 5/16/96

Request for Exam filed 3/97







-6-











 





APPENDIX B




EXCLUSIVE LICENSE AGREEMENT



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



WITNESSETH:




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



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



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



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



ARTICLE I — DEFINITIONS




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




	 	1.1	 	“Affiliate” shall mean a corporation, company, partnership, or other business
entity which controls or is controlled by, or is under common control with, the
designated party. In the case of a corporation or company, “control” means ownership
either directly or indirectly of at least fifty percent (50%) of the shares of stock
entitled to vote for the election of directors. The term “Affiliate” shall not include
a third-party sublicensee of LICENSEE.
	 
	 	1.2	 	“FDA Approval” shall mean final approval from the United States Food and Drug
Administration to distribute, market and sell any Licensed Product in the United
States.




 









 












	 	1.3	 	“Licensed Products” shall mean products falling within the scope of a Valid Claim or
claims of the Patents or made by processes within the scope of a Valid Claim or
claims of the Patents.
	 
	 	1.4	 	“Sales Value” shall mean (i) in the case of Licensed Products used by LICENSEE
or its Affiliates, the list price thereof for sales to third parties; (ii) in the case
of Licensed Products sold to third parties, the invoice price, F.O.B place of
manufacture, exclusive of sales taxes, packing, shipping and insurance charges, and
less returns, allowances, and discounts actually allowed; and (iii) in the case of any
use of any Licensed Product by LICENSEE, any Affiliate or any third party for the
purpose of any testing or studies necessary to obtain FDA Approval, Zero Dollars
($0.00).
	 
	 	1.5	 	“Valid Claim” shall mean any claim contained in any pending patent application
or issued patent included within the Patents which has not been abandoned or declared
invalid in a non-appealable order, as the case may be, and which would be infringed by
the manufacture, use or sale of Licensed Products in the absence of the licenses
granted hereunder.
	 
	 	1.6	 	“Territory” shall mean all countries, worldwide.
	 
	 	1.7	 	“Field of Use” shall mean:






	 	(b)	 	All Diagnostic and Imaging Applications; and
	 
	 	(b)	 	All Therapeutic Applications.






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





ARTICLE II — GRANTS





	 	2.1	 	PRF grants, subject to the terms of this Agreement, to LICENSEE a
royalty-bearing, exclusive license under the Patents to make, to have made, use and
sell Licensed Products in the Field of Use in the Territory.
	 
	 	 	 	LICENSEE shall have the right to grant sublicenses under the license granted herein,
and to extend the sublicenses to any third party or Affiliate of LICENSEE.




-2-









 












	 	 	 	LICENSEE shall notify PRF promptly of any grant of sublicense hereunder and the terms
thereof.
	 
	 	2.2	 	PRF shall reserve, and the license granted shall be subject to the royalty-free
right in PRF (or in Purdue University, if PRF’s rights are assigned to the University)
to make or have made for its use (but not to sell) the products or devices (or the
rights to practice the process, if a process invention) under each patent, provided
that such reserved rights shall be used by PRF (or the University as the case may be)
solely for educational and research purposes and not for commercial purposes.
	 
	 	2.3	 	All rights reserved to the United States Government and others under Public Law
96-517 and 98-620 shall remain and shall in no way be affected by this Agreement.
Portions of the Patents were developed under Grant 89-45-DC8-88-11465 awarded by the
National Science Foundation.
	 
	 	2.4	 	PRF hereby warrants that it is the owner of the Patents and that such Patents
are not subject to any lien, encumbrance, license or claim of ownership of any third
party, except to the extent stated in Section 2.4, in derogation of the rights granted
to LICENSEE in this Agreement.





ARTICLE III — DUE DILIGENCE





	 	3.1	 	(a) LICENSEE shall use its best efforts to bring one or more Licensed Products
in the Field of Use to market through a thorough, vigorous and diligent program for
exploitation of Patents. LICENSEE shall supply to PRF a business and project plan for
the Licensed Products to PRF no later than twelve (12) months after the Effective Date.
	 
	 		 	(b) LICENSEE further agrees to secure $[*] to be expended for the testing and
development of the Licensed Products. Once this initial funding of $[*] has been
expended (the “Crossover Date”), LICENSEE shall provide evidence of obtaining
Additional Support needed to develop the technology. Additional support shall be
defined as:






	 	(I)	 	Having secured additional funding of at least $[*]; or
	 
	 	(II)	 	Enter into a venture for the development and commercialization of
the Diagnostic Imaging and Therapeutic applications of the Licensed Products.




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.







-3-









 









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






	 		 	(d) LICENSEE further agrees to begin the development of Therapeutic Applications of
the Licensed Products, other than those involving Gene Therapy, no later than
eighteen months from the Effective Date.
	 
	 		 	(e) LICENSEE further agrees to provide evidence of being in bona fide negotiations
or in-house development for Gene Therapy applications no later than thirty-six (36)
months from the Effective Date.
	 
	 		 	(f) LICENSEE further agrees to provide $[*] over a three year period from Effective
Date to fund research at Purdue University.






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





ARTICLE IV — PRF ROYALTY OBLIGATIONS





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






	 	(b)	 	$[*] on the Effective Date;
	 
	 	(b)	 	$[*] six months after the Effective Date;
	 
	 	(b)	 	$[*] twelve months after the Effective Date;
	 
	 	(b)	 	$[*] eighteen months after the Effective Date; and
	 
	 	(b)	 	$[*] twenty-four months after the Effective Date.






	 	4.2	 	Subject to all the terms and conditions of this Agreement, for each calendar
year this Agreement is in effect, LICENSEE shall pay to PRF an earned royalty, which




CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.







-4-









 









	 	 	 	shall be agreed to in writing by the parties and which shall not exceed the
maximum percentages set forth below, calculated as a percentage of the Sales Value of
Licensed Products used or sold by LICENSEE, it sublicensees or its Affiliates in the
Territory during such calendar year. The maximum royalty percentages shall be:






	 	(b)	 	[*] for Therapeutic Applications
	 
	 	(b)	 	[*] for Diagnostic and Imaging Applications






	 	 	 	At any time during the term of this Agreement, the parties shall be free to
renegotiate, in good faith, the earned royalty percentages previously agreed to;
provided that, in no event shall the renegotiated royalty percentages exceed the
maximum royalty percentages set forth above.
	 
	 	4.3	 	LICENSEE shall pay to PRF an annual minimum royalty for each calendar year
during the life of this Agreement beginning in calendar year 1998. The minimum royalty
shall be payable on or before December 31 of each such calendar year. The minimum
royalties shall be as follows:





	 	 	 	 	 

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







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





ARTICLE V — RECORDS, REPORTS, PAYMENTS





	 	5.1	 	LICENSEE shall keep accurate books and records showing all sales and use by
LICENSEE and its sublicensee of Licensed Products, together with such other information
as shall be necessary to enable earned royalties to be computed, and on or before the
last day of March, June, September, and December of each year during the life of this
Agreement. LICENSEE shall render to PRF a written report showing the calculation, in
reasonable detail, of earned royalty for the preceding calendar quarter and shall
accompany each such report with payment of any amount shown to be due. Such reports
are to be made by LICENSEE whether or not royalties are owed. Such reports and any
royalties due will be made to PRF
	 
	 	 	 	CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.




-5-









 












	 	 	 	within thirty (30) days of the end of each calendar quarter. LICENSEE’s records
and books shall be open during reasonable business hours for reasonable inspection by
a certified public accountant appointed and paid for by PRF and reasonably acceptable
to LICENSEE, to determine the accuracy of such royalty statements and payments but
for not other purpose. PRF agrees that it and its designees shall keep confidential
and shall not disclose or use for purposes other than those set forth in Section 5.1,
any information, report or document provided to or made available to PRF or its
designee.





ARTICLE VI — PATENT PROSECUTION





	 	6.1	 	PRF shall apply for and seek issuance of Patents and shall maintain the Patents
for the duration of the term of the Patents during the term of this Agreement. The
prosecution, filing and maintenance of all Patents shall be the primary responsibility
of PRF; provided, however, LICENSEE shall have reasonable opportunities to advise PRF
and shall cooperate with PRF in such prosecution, filing, and maintenance. PRF shall
promptly provide LICENSEE copies of all notices and correspondence to or from the U.S .Patent and Trademark Office and any foreign patent offices.
	 
	 	6.2	 	Payment of all fees and costs relating to the filing, prosecution, and
maintenance of the Patents shall be the responsibility of LICENSEE, whether or not such
fees and costs were incurred before or after the date of this Agreement. PRF
acknowledges receipt of patent expenses in the amount of $209,705.41 (see Appendix C)
which covers all prior patent expenses through April 30, 1998.





ARTICLE VII — INFRINGEMENT/ENFORCEMENT





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




-6-









 












	 	7.2	 	If PRF elects to join in legal proceedings commenced by LICENSEE, or if LICENSEE
elected to join in legal proceedings commanded by PRF, all fees and costs incurred
therein, and all damages shall be the responsibility of PRF. If one Party elects not
to join in legal proceedings initiated by the other Party, then the initiating Party
shall be responsible for all fees and costs incurred therein. All reasonable costs
and expenses incurred as a result of said legal proceedings shall be recoverable by
LICENSEE out of damages and awards recovered by LICENSEE and/or PRF. Any remaining
amounts from damages and awards, once costs and expenses have been recovered, shall
be divided equally between LICENSEE and PRF. Each Party shall reasonably cooperate
with the other Party, whether joining or not, in the conduct of the proceedings (such
as by joining in name only); however, where PRF is joined in any such legal
proceedings in name only as a necessary party and not at its election, then LICENSEE
shall indemnify and hold harmless PRF from and against any and all actions, claims,
and counterclaims brought against PRF, and LICENSEE agrees to pay all legal expenses,
damages, and costs which may be finally assessed against PRF in such actions, claims,
and counterclaims.
	 
	 	7.3	 	PRF makes no warranty that the subject matter of the invention licensed
hereunder will not infringe any third party patent and PRF makes no covenant either to
defend any infringement charge by a third party or to institute action against
infringers of any Patents hereby licensed.
	 
	 	7.4	 	If LICENSEE, any sublicensee or customer is named as a defendant in a lawsuit
(hereinafter “Defendant”) charging Defendant with patent infringement as a result of
its manufacture or sale of Licensed Products or its use of Licensed Products as
disclosed in Patents or otherwise contending that Defendant does not have the right to
manufacture, sell or so use Licensed Products, and LICENSEE so notifies PRF that such a
lawsuit has been filed and provides PRF with copies of the Complaint and all papers
associated with its filing. LICENSEE shall have the right to establish an Escrow
Account for the mutual benefit of PRF and LICENSEE. For so long as LICENSEE bears any
liability for costs or damages as a result of such lawsuit LICENSEE shall be entitled
to deposit one-half (1/2) of the royalty payments to be paid to PRF under Paragraph 4.2
hereof into said Escrow Account. The other one-half (1/2) of the royalty payments
required to be paid under Paragraph 4.2 hereof shall continue to be paid to PRF under
the terms of this Agreement. If no royalty payments are yet due PRF during the period
of the defense of any such alleged infringement, LICENSEE shall be entitled to accrue a
credit for all sums expended to pay any costs and to pay any damages which may be
awarded for infringement, and to offset these expenditures against any royalties to be
paid to PRF.




-7-









 












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





ARTICLE VIII — PRODUCT LIABILITY





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





-8-









 











	 	 	 	notice of termination to be provided to PRF at least thirty (30) days prior to
expiration or other cancellation thereof.
	 
	 	8.3	 	PRF hereby warrants that as of the Effective Date, it is aware of no fact which
places the validity of the Patents into question. Further, PRF hereby warrants that as
of the Effective Date, it is unaware of any patent or claim by any third party upon the
basis of which PRF has any reason to believe that the making, using or selling of any
Licensed Product will infringe any valid United States patent.
	 
	 	8.4	 	EXCEPT TO THE EXTENT EXPRESSLY STATED TO THE CONTRARY IN THIS AGREEMENT, PRF
SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS
TO THE CONDITION, MERCHANTABILITY, DESIGN, OPERATION OR FITNESS FOR USE OF LICENSED
PRODUCTS OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO LICENSED PRODUCTS OR LICENSED PATENTS. PRF EXPRESSLY MAKES NO WARRANTY OF
VALIDITY OF PATENTS LICENSED HEREUNDER.





ARTICLE IX — EXPORT CONTROLS





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





ARTICLE X — NON-USE OF NAMES





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




-9-









 












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





ARTICLE XI — ASSIGNMENT





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





ARTICLE XII — TERMINATION





	 	12.1	 	If LICENSEE shall be in default of any material obligation hereunder, and shall
fail to remedy such default within ninety (90) days after notice thereof by PRF, this
Agreement may be terminated at the option of PRF by notice to that effect.
	 
	 	12.2	 	LICENSEE shall have the right to terminate this Agreement at any time by giving
notice in writing to PRF of its intent to do so at least sixty (60) days prior to a
termination date designated in said notice. In the event this Agreement is terminated
pursuant to this paragraph 12.2, LICENSEE must pay PRF, not later than sixty (60) days
after said designated termination, any royalties due under Article IV prior to the
designated termination date.
	 
	 	12.3	 	In the event of any termination under this Article, LICENSEE shall, at PRF’s
request, assign its rights under any sublicense agreement hereunder to PRF.
	 
	 	12.4	 	Unless otherwise terminated as provided herein, this Agreement shall remain in
full force and effect until the expiration of the last-to-expire of the Valid Claim or
Claims.
	 
	 	12.5	 	This License Agreement shall be voidable by PRF in the event LICENSEE files
bankruptcy.





ARTICLE XIII — PAYMENTS, NOTICES, AND OTHER COMMUNICATIONS





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




-10-









 











	 	 	 	 	 

	 

	 	LICENSEE:
	 	President
	 

	 	 	 	Endocyte Corporation
	 

	 	 	 	1291 Cumberland, Suite E
	 

	 	 	 	West Lafayette, Indiana 47906
	 
	 	 	 	 
	 

	 	PRF:
	 	Office of Technology Transfer (P-88080)
	 

	 	 	 	Purdue Research Foundation
	 

	 	 	 	1063 Hovde Hall, Room 300
	 

	 	 	 	West Lafayette, IN 47907-1063







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





ARTICLE XIV — GENERAL





	 	14.1	 	PRF warrants and represents that as of the date of this Agreement it is the
exclusive and sole owner of the Patents and that PRF has the right to make the
conveyances set forth herein.
	 
	 	14.2	 	LICENSEE shall mark the Licensed Products in accordance with 35 U.S.C. 287 and
shall require same of any Affiliates or sublicensees.
	 
	 	14.3	 	PRF shall not be liable to LICENSEE for failure by LICENSEE to obtain profit or
income from Licensed Products.
	 
	 	14.4	 	This Agreement shall be construed according to the laws of the State of
Indiana. It constitutes the entire agreement between the Parties hereto with respect
to the subject matter hereof and may not be modified or extended except by written
document signed by an executive officer of the Parties.




-11-









 










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




	 	 	 	 	 

	PURDUE RESEARCH FOUNDATION

	 	ENDOCYTE CORPORATION	 	 
	(PRF)

	 	(LICENSEE)	 	 
	 
	 	 	 	 
	/s/ William E. Baitinger

	 	/s/ P. Ron Ellis
	 	 
	 

	 	 	 	 
	Signature

	 	Signature	 	 
	 
	 	 	 	 
	William E. Baitinger

	 	P. Ron Ellis
	 	 
	 

	 	 	 	 
	Typed Name

	 	Typed Name	 	 
	 
	 	 	 	 
	Senior Technology Manager

	 	President/CEO
	 	 
	 

	 	 	 	 
	Title

	 	Title	 	 






-12-









 






Appendix A




ADD:



Title:




STRATEGY FOR PHARMACEUTICAL TARGETING




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Purdue	 	 	 	 	 	 	 	 	 	 	 	 
	Reference	 	 	 	 	 	 	 	Filing/	 	 	 	 
	Number	 	Matter #	 	Serial #	 	Issue Date	 	Title	 	Status
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	P-00110.00.WO

	 	 	290.00260201	 	 	PCT/US02/13045
	 	4/24/02
	 	FOLATE MIMETICS AND

FOLATE-RECEPTOR BINDING CONJUGATES THEREOF
	 	File Demand for

Preliminary Examination
By 11/24/02






 









 






APPENDIX A




U.S. Patents and Patent Applications




S/N 07/690,530

S/N 08/254,299

S/N 08/630,383

S/N 08/752,671

S/N 09/541,482

S/N 09/452,727

S/N 09/506,505




PCT Applications




PCT/US97/05842

PCT/US97/18475




Foreign Patents and Patent Applications




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

European Patent Application No. 97917902.5

European Patent Application No. 97949336.8




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

Japanese Patent Application No. 9-536451




Canadian Patent Application No. 2066810

Canadian Patent Application No. 2218737



Australian Patent Application No. 26100/97





 









 








AMENDMENT TO

EXCLUSIVE LICENSE AGREEMENT



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



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





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




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



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




	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Elizabeth J. Kuuttila
	 	 
	 	By:
	 	/s/ P. Ron Ellis
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Elizabeth J. Kuuttila
	 	 	 	 	 	P. Ron Ellis	 	 
	 

	 	Asst. Vice President and Director
	 	 	 	 	 	President and CEO	 	 






	 	 	 	 	 
	Agreed and Acknowledged

 	 	 
	/s/ Philip S. Low
 	 	 	 
	Philip S. Low 	 	 
	 	 	 
	 




 











 





AMENDMENT #4 TO

EXCLUSIVE LICENSE AGREEMENT



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



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




     Witnesseth





Add




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



     Grant





Replace




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



     Patent Prosecution





Add




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



	 	 	 	 	 

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






     Appendix A





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


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



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




	 	 	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Elizabeth J. Kuuttila	 	 	 	By:	 	/s/ P. Ron Ellis	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Elizabeth J. Kuuttila
	 	 	 	 	 	Name
	 	P. Ron Ellis	 	 
	 

	 	Asst. Vice President and Director
	 	 	 	 	 	 	 	President and CEO	 	 





CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE
SECURITIES ACT OF 1933, AS AMENDED.



 









 






AMENDMENT #5 TO

EXCLUSIVE LICENSE AGREEMENT



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



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





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




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



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




	 	 	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Elizabeth J. Kuuttila	 	 	 	By:	 	/s/ P. Ron Ellis	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Elizabeth J. Kuuttila
	 	 	 	 	 	P. Ron Ellis	 	 
	 

	 	Title:
	 	Assistant Vice President
	 	 	 	 	 	President & CEO	 	 
	 

	 	 	 	for Technology Commercialization	 	 	 	 	 	 	 	 






 









 






AMENDMENT #6 TO

EXCLUSIVE LICENSE AGREEMENT



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



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





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




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



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




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte Corporation  
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Simran Trana
	 	 	 	By:
	 	/s/ P. Ron Ellis	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Simran Trana
	 	 	 	 	 	P. Ron Ellis	 	 	 	 	 	 
	 

	 	Director, Life Sciences
	 	 	 	 	 	President & CEO	 	 	 	 	 	 






 









 






AMENDMENT TO

EXCLUSIVE LICENSE AGREEMENT



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



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



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



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



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




	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph B. Hornett
	 	 	 	By:
	 	/s/ Ron P. Ellis	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Joseph B. Hornett
	 	 	 	 	 	Ron P. Ellis	 	 
	 

	 	Senior Vice President
	 	 	 	 	 	President & CEO	 	 






	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	6/8/2006
	 	 
	 	Date:
	 	June 8, 2006
	 	 






 









 






AMENDMENT TO

EXCLUSIVE LICENSE AGREEMENT



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



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



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



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



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




	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph B. Hornett
	 	 	 	By:
	 	/s/ Ron P. Ellis	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Joseph B. Hornett

Senior Vice President
	 	 	 	 	 	Ron P. Ellis

President & CEO	 	 






	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	10/12/2006
	 	 
	 	Date:
	 	12 Oct 06
	 	 






 









 






AMENDMENT TO

EXCLUSIVE LICENSE AGREEMENT



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



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



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



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



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




	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph B. Hornett
	 	 	 	By:
	 	/s/ Ron P. Ellis	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Joseph B. Hornett
	 	 	 	 	 	Ron P. Ellis	 	 
	 

	 	Senior Vice President
	 	 	 	 	 	President & CEO	 	 






	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	10/12/2006
	 	 
	 	Date:
	 	12 Oct 06
	 	 






-2-









 






AMENDMENT #9 TO

EXCLUSIVE LICENSE AGREEMENT



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



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



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



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



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



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




	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph B. Hornett
	 	 	 	By:
	 	/s/ Ron P. Ellis	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Joseph B. Hornett
	 	 	 	 	 	Ron P. Ellis	 	 
	 

	 	Senior Vice President
	 	 	 	 	 	President & CEO	 	 






	 	 	 	 	 	 	 	 	 	 	 

	Date:

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






 









 






AMENDMENT #10 TO

EXCLUSIVE LICENSE AGREEMENT



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



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





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




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




“Novel PET Imaging Agents” PRF reference number 64812


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



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




	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph B. Hornett
	 	 	 	By:
	 	/s/ P. Ron Ellis	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Joseph B. Hornett

Senior VP, Treasurer & COO
	 	 	 	 	 	P. Ron Ellis 

President & CEO	 	 






	 	 	 	 	 	 	 	 	 	 	 

	 

	 	 
	 	 
	 	        Date:
	 	23 May 07
	 	 






 









 






AMENDMENT #11 TO

EXCLUSIVE LICENSE AGREEMENT



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



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



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





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





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



	 	 	 	 	 	 	 	 	 
	Purdue Ref. No:	 	Serial/Patent No.	 	Country	 	File/Issue Date	 	Comments
	64399.00.US

	 	N/A
	 	U.S.
	 	3/21/2008
	 	Filed
	64399.00.WO

	 	PCT/US06/037112
	 	World
	 	9/22/2006
	 	Nationalized







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





	 	 	 	 	 	 	 	 	 
	Purdue Ref. No:	 	Serial/Patent No.	 	Country	 	File/Issue Date	 	Comments
	64731.00.WO

	 	PCT/US07/023176
	 	World
	 	11/3/2007
	 	Filed





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



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




	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph B. Hornett
	 	 	 	By:
	 	/s/ P. Ron Ellis	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Joseph B. Hornett

Senior VP, Treasurer & COO
	 	 	 	 	 	P. Ron Ellis

President & CEO	 	 






	 	 	 	 	 	 	 	 	 	 	 

	 

	 	 
	 	 
	 	        Date:
	 	28 Apr 08
	 	 






 









 






AMENDMENT #12 TO

EXCLUSIVE LICENSE AGREEMENT



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



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





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






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




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





	 	 	 	 	 	 	 	 	 
	Purdue Ref. No:	 	Serial/Patent No.	 	Country	 	File/Issue Date	 	Comments
	64871.P1.US

	 	60/932,823
	 	U.S.
	 	6/1/2007
	 	Filed
	64871.P2.US

	 	60/941,840
	 	U.S.
	 	6/4/2007
	 	Filed
	64871.00.US

	 	12/130,121
	 	U.S.
	 	5/30/2008
	 	Filed






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


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




	 	 	 	 	 	 	 	 	 	 	 

	Purdue Research Foundation	 	 	 	Endocyte Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Joseph B. Hornett
	 	 	 	By:
	 	/s/ P. Ron Ellis	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Joseph B. Hornett
	 	 	 	 	 	P. Ron Ellis	 	 
	 

	 	Senior VP, Treasurer & COO
	 	 	 	 	 	President & CEO	 	 






	 	 	 	 	 	 	 	 	 	 	 

	 

	 	 
	 	 
	 	        Date:
	 	1 Oct 09