1.

License Rights .

1.1

Exclusive License .  Subject to the terms and conditions of this Agreement, ABX hereby grants to Endocyte an exclusive (even as to ABX) license under the Licensed Patent Rights and Licensed Know-How to make, have made, use, sell, offer for sale, have sold, import and otherwise Develop, Manufacture and Commercialize Compound and Product in the Field in the Territory.

(a)

The Parties acknowledge and agree that, in respect of the Sublicensed Rights, the foregoing license is effectively a sublicense, and that such sublicense is subject to the terms and conditions of the Principal License Agreement.

(b)

Upon expiration of this Agreement as contemplated by Section 10.1 , Endocyte’s  rights in the Licensed Know-How shall continue and be fully paid-up and perpetual.

1.2

Sale of PSMA-1007 .  Subject to the terms and conditions of this Agreement, ABX hereby agrees to sell to Endocyte the imaging agent designated as PSMA-1007 to Develop Compound and Product in the Field in the Territory.  For the avoidance of doubt, (a) Endocyte shall not have the right to Commercialize PSMA-1007; and (b) ABX’s obligation to sell PSMA-1007 to Endocyte shall continue only so long as Endocyte is using [*] in the countries contemplated by Section 3.1(c) , and after such time, ABX shall be free to discontinue the sale of PSMA-1007 to Endocyte.  If ABX sells, out-licenses or otherwise transfers its interest in PSMA-1007 to any other Person, then as a condition of such transfer, ABX shall require the transferee to undertake, directly to and for the benefit of Endocyte, to sell to Endocyte PSMA-1007 on substantially the same terms as ABX sold it to Endocyte prior to such transfer.

1.3

Non-Exclusive Unblocking Grant .  If Endocyte’s exercise of the licenses granted under  Section 1.1 or Section 10.5(b) of this Agreement would infringe a claim of any other Patent Rights Controlled by ABX,  ABX hereby grants to Endocyte during the Term a non-exclusive, sublicensable, royalty-free license in the Field in the Territory under such other Patent Rights to make, have made, use, sell, offer for sale, have sold, import and otherwise Develop, Manufacture and Commercialize Compound and Product in the Field in the Territory (an “ Unblocking License ”).  If Endocyte’s exercise of the licenses granted under this Agreement would infringe a claim of any other Patent Rights that are Controlled by any Affiliate of ABX, including any direct or indirect parent of ABX, ABX shall use its best efforts to cause such Affiliate to grant to Endocyte during the Term an Unblocking License.

1.4

Know-How Disclosure .  Upon execution of this Agreement and on an ongoing basis during the Term, ABX shall disclose to Endocyte any Licensed Know-How not previously disclosed in order to facilitate Endocyte’s use and exploitation of the licenses granted herein.

1.5

Use of Related Parties and Third Parties .  Endocyte shall have the right, in its sole discretion and without the consent of ABX, to engage Related Parties and Third Parties to support the Development, Manufacture and Commercialization of the

1.6

Endocyte Competitive Agents .  Subject to the terms and conditions of this Agreement, Endocyte is free at any time to in-license, acquire, Develop and/or Commercialize any mCRPC Agent, provided that Endocyte shall not Commercialize any mCRPC Agent prior to the [*] anniversary of the Effective Date.  For the avoidance of doubt, nothing in this Section 1.6 shall be construed to limit or restrict the Commercialization of any mCRPC Agent by any Acquirer of Endocyte.

1.7

ABX Competitive Agents .  The Parties acknowledge that ABX may conduct research and development, independently or in collaboration with the Principal Licensor or others, with respect to ABX Competitive Agents outside the scope of the Licensed Patent Rights.  If ABX desires to either (i) pursue the license or transfer of any Patent Rights or Know-How covering or relating to an ABX Competitive Agent or (ii) make an ABX Competitive Agent available for use in human subjects, then before taking any steps in furtherance of such desire, ABX shall deliver to Endocyte written notice of its desire and a reasonably detailed description of such ABX Competitive Agent, Patent Rights and Know-How.  Upon receipt of such notice and description from ABX, Endocyte shall have [*] days to deliver to ABX written notice of Endocyte’s desire to enter into negotiations regarding the acquisition of rights to such ABX Competitive Agent (the “ Endocyte Negotiation Notice ”).  If Endocyte delivers the Endocyte Negotiation Notice within such [*]-day period, then ABX shall negotiate in good faith (including cooperation with Endocyte’s reasonable due diligence requests) with Endocyte, for a period of at least [*] days from the delivery of the Endocyte Negotiation Notice, which period is subject to extension by agreement of the Parties (the “ Endocyte Negotiation Period ”), with respect to an agreement granting Endocyte exclusive rights under such Patent Rights and Know-How to make, have made, use, sell, offer to sell and import the ABX Competitive Agent.  If Endocyte does not deliver the Endocyte Negotiation Notice, or if the Parties do not reach agreement within the Endocyte Negotiation Period, then ABX shall be free to negotiate with Third Parties, provided that if Endocyte provided the Endocyte Negotiation Notice, then ABX shall not enter into any agreement with a Third Party without first presenting the material terms of such agreement to Endocyte and offering to enter into an agreement with Endocyte on such terms.  If Endocyte desires to pursue an agreement on such terms, it shall so notify ABX within [*] days after receipt of such offer, in which case the Parties shall negotiate such agreement in good faith on the basis of such terms; provided, however, that if such terms provide for the Third Party to pay any consideration in a form other than cash, Endocyte shall be entitled to pay, in lieu of such non-cash consideration, the cash equivalent thereof.

1.8

Sublicensing .  Endocyte shall have the right to grant sublicenses under the licenses granted to it under Sections 1.1 and 1.3 without the consent of ABX or the Principal Licensor except as otherwise required by the Principal License Agreement, provided that Endocyte shall remain liable for all milestone and royalty payment obligations to ABX pursuant to Sections 2.3 and 2.4 , including those attributable to Net Sales by any sublicensees.    Endocyte’s sublicensees shall be prohibited from granting further sublicenses without the consent of the Principal Licensor.  Endocyte will provide ABX a copy of each sublicense agreement to which consent was required promptly following execution, redacted as necessary to comply with Endocyte’s confidentiality obligations to the sublicensee.    If any sublicense granted by Endocyte hereunder triggers a sublicense fee to the Principal Licensor pursuant to the Principal License Agreement, Endocyte shall pay the amount of such fee to ABX.

1.9

ABX Sales .  For the avoidance of doubt, from and after the Effective Date, ABX shall discontinue all sales of the Product and Compound to any Person other than Endocyte and its Related Parties.

2.

Consideration .

2.1

Equity .

(a)

Common Stock .  On the Effective Date, Endocyte shall issue to ABX 2,000,000 shares of Endocyte’s  Common Stock (the “ Shares ”).

(b)

Warrants .  On the Effective Date, Endocyte shall issue to ABX one or more warrants to purchase, in the aggregate, 4,000,000 shares of Endocyte’s  Common Stock (the “ Warrant Shares ”) at a per share exercise price equal to the average closing price of Endocyte Common Stock during the 30

(c)

Rights Agreement .  Concurrently with the issuance of the Shares and Warrants, Endocyte and ABX shall enter into an agreement, containing registration rights, representations as to securities law matters and reservation of Warrant Shares, and other appropriate terms, in the form attached hereto as Exhibit C (the “ Rights Agreement ”).

2.2

Upfront Cash Payment .  In consideration for the licenses granted to Endocyte under this Agreement, on the Effective Date, Endocyte shall pay to ABX in cash the sum of (a) $12,000,000, minus (b) 50% of the HSR Filing Fee (the “ Upfront Payment ”).    The Upfront Payment shall be non-refundable and shall not be creditable against any milestone or royalty obligations of Endocyte hereunder.

2.3

Milestone Payments .

(a)

Development Milestone Payments .  Endocyte shall pay to ABX the following one-time, non-refundable, non-creditable development milestone payments:

(b)

Sales Milestone Payments .  Endocyte shall pay to ABX the following one-time, non-refundable, non-creditable sales milestone payments:

(c)

Payment Terms .  Within [*] days following achievement of any milestone set forth in Section 2.3(a) or 2.3(b) , Endocyte shall notify ABX in writing and make the appropriate milestone payment.    For the avoidance of doubt, (x) Endocyte shall not be required to pay any milestone payment more than one time, and (y) if two or more sales milestones are achieved in the same fiscal year, Endocyte shall pay all applicable sales milestones for that year (for example, if worldwide Net Sales in Endocyte’s first fiscal year of Product sales exceed $[*],  then Endocyte shall pay [*] set forth in Section 2.3(b) , totaling  $[*], for that year).

2.4

Royalties .

(a)

Product .

(i)

Subject to the terms and conditions of this Agreement, during the Royalty Term, Endocyte shall pay to ABX non-refundable, non-creditable royalties on the annual Net Sales of Product in the Territory, on the basis of the following Net Sales tiers:

Net Sales of Product in Territory in Calendar Year

Royalty Rate

Portion up to $[*]

[*]%

Portion above $[*] and up to $[*]

[*]%

Portion above $[*] and up to $[*]

[*]%

Portion above $[*]

[*]%

(ii)

For the avoidance of doubt, (x) the royalty tiers shall be calculated on the basis of Net Sales in the entire Territory and not on a country-by-country basis, and (y) the Royalty Term during which royalties are payable shall be determined on a country-by-country basis.

(b)

Endocyte Competitive Agent .  Subject to the terms and conditions of this Agreement, including without limitation Section 1.6 hereof, during the Royalty Term, Endocyte shall pay to ABX non-refundable, non-creditable royalties on the annual Net Sales of Endocyte Competitive Agents (excluding any ABX Competitive Agent and any Acquirer Competitive Agent) (with such exclusions, the “ Royalty-Bearing Competitive Agents ”) in the Territory determined using the same Net Sales tiers set forth in Section 2.4(a)(i)  (and combining Products and any Royalty-Bearing Competitive Agents for purposes of determining the applicable tiers) and country-by-country basis set forth in Section 2.4(a)(ii) ,  but applying different royalty rates to the Net Sales of Royalty-Bearing Competitive Agents, as follows: (i) during the first [*] years following the First Commercial Sale in the Territory of the Royalty-Bearing Competitive Agent, the royalty rates on Net Sales of such Royalty-Bearing Competitive Agent shall be [*]% of those applicable to Net Sales of Product, and (ii) for the remainder of the Royalty Term, the royalty rates on Net Sales of such Royalty-Bearing Competitive Agent shall be [*]% of those applicable to Net Sales of Product.  The provisions of this Section 2.4(b) shall survive any Termination for Convenience by Endocyte.

(c)

Minimum Royalties .  If and only if (i) Endocyte is subject to a Change of Control to a Competing Acquirer during the Term or within [*] months following any Termination for Convenience or (ii) any Acquirer of Endocyte Commercializes an mCRPC Agent in a Major Market prior to the expiration of the Royalty Term,  then in either such circumstance the minimum aggregate royalties payable under Section 2.4(a)  and 2.4(b)  shall be $[*] (the “ Product Lifecycle Minimum Royalties ”), and beginning with the first fiscal year of Endocyte (or its successor, if applicable) following such Change of Control (or if later, the first fiscal year of Endocyte (or its successor, if applicable) following the First Commercial Sale in any country), there shall be annual sub-minimums determined by dividing the remainder of the Product Lifecycle Minimum Royalties by the number of remaining years in the Royalty Term in the United States; provided that the sub-minimums for the first two years shall be [*]% of the result of such calculation.  For example, if (x) the Change of Control to a Competing Acquirer occurs in 2025, (y) the aggregate royalties that have been earned through the end of fiscal year 2025 are $[*], and (z) as of the beginning of

(d)

Conditions .  Notwithstanding anything to the contrary in Section 2.4(a) or Section 2.4(b) :

(i)

no royalties shall accrue on the sale or other disposition of Product or Royalty-Bearing Competitive Agent as samples or donations or for use in a Clinical Trial;

(ii)

if Endocyte determines in good faith after consultation with ABX that it requires one or more licenses from Third Parties in order to exercise the licenses granted under Section 1.1 , then Endocyte shall be entitled to credit against the royalties due under Section 2.4(a)  and Section 2.4(b)  [*] for such Third Party licenses, subject to a maximum credit in any royalty period of one-quarter of the royalties otherwise due thereunder;

(iii)

if a compulsory license is granted to a Third Party in any country, and if the royalty rate payable to Endocyte by the compulsory licensee is less than the royalty rate otherwise payable by Endocyte to ABX hereunder, then the royalty rate otherwise payable by Endocyte to ABX with respect to Net Sales of Product or Royalty-Bearing Competitive Agent in such country shall be [*]; provided, however, that Endocyte shall also have the right to withdraw the Marketing Authorization for the Product or Royalty-Bearing Competitive Agent in such country without the forfeiture of any rights under this Agreement, and such withdrawal shall not be considered a breach of Endocyte’s obligations under Section 3 ; and

(iv)

for the avoidance of doubt, royalties shall accrue only on Net Sales by Endocyte and its Related Parties to Third Parties, it being understood that (x) no royalties shall accrue on the sale or transfer of Product or Royalty-Bearing Competitive Agent between and

(e)

Reports and Payment .  Royalties shall be payable in arrears on a calendar quarter basis.  Throughout the Royalty Term, Endocyte shall deliver to ABX, within [*] calendar days after the end of each quarter, a written report for such quarter showing, on a country-by-country basis:

(i)

the gross invoice price of Product and/or Royalty-Bearing Competitive Agent that is subject to the payment of royalties hereunder;

(ii)

the aggregate amounts of all deductions taken in arriving at Net Sales;

(iii)

the applicable royalty rates to be applied to Net Sales;

(iv)

the costs of isotopes that it has utilized in connection with the Manufacture of Products, in order to enable ABX to calculate its royalty obligations under the Principal License Agreement; and

(v)

the royalties due to be paid under this Agreement.

2.5

Records; Audit Rights .  Endocyte shall keep (and shall require its Related Parties to keep) complete and accurate records, in accordance with US GAAP, of its transactions and business activities sufficient to confirm the accuracy of all reports and payments to be made hereunder.  ABX shall have the right, at its sole cost and expense, to engage an independent accounting firm of national standing (and reasonably acceptable to Endocyte) to audit such records, provided that an audit shall not be conducted more than once in any calendar year and shall be limited to previously unaudited periods going back no more than [*] months from the date of audit.  In order to protect the confidentiality of Endocyte’s records, the accounting firm shall enter into a customary confidentiality agreement with Endocyte and shall report only on the accuracy of the calculations and the details of any discrepancies.  ABX shall treat all such records and audit-related information in accordance with the confidentiality provisions of this Agreement.  Any discrepancy correctly identified in an audit shall be reconciled between the Parties within [*] days.  If the final resolution of the audit reveals that Endocyte underpaid the actual amount due by more than [*]% in the audited period, Endocyte shall also reimburse ABX for its reasonable out-of-pocket costs and expenses incurred for the audit.

2.6

Currency and Payment Matters .  All payments required to be made by Endocyte under this Agreement shall be made in United States dollars by wire transfer of immediately available funds to an account specified in writing by ABX.  Late payments shall accrue simple interest at the rate of [*]% per annum.  Where applicable, Endocyte shall convert foreign currencies into United States dollars using the trailing average currency conversion rates published by Yahoo Finance for the immediately preceding 30 day period.

2.7

Tax Matters .

(a)

Definitions .  For purposes hereof:

(i)

“ Endocyte Payments ” means any payment to be made, or consideration to be paid, by Endocyte pursuant to this Agreement, including all consideration and amounts payable or issuable pursuant to Sections 2.1 ,   2.2 ,   2.3 and 2.4 .

(ii)

“ Tax ” means any and all U.S. federal, state, local and non-U.S. taxes of any kind whatsoever, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts.

(iii)

“ Tax Authority ” means, with respect to any Tax, the Governmental Entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Taxes for such entity or subdivision.

(b)

Tax Liability .  Each Party shall be solely responsible for any Tax imposed on such Party by any Tax Authority with respect to, on account of, or measured by reference to, any of the Endocyte Payments.  For the avoidance of doubt, (i) none of the Endocyte Payments shall be grossed-up or otherwise increased on account of any Tax imposed on ABX; and (ii) any Tax (including VAT) that is required to be collected by the vendor but is imposed on the purchaser shall not be deemed to have been imposed on the vendor.

(c)

Withholding .  To the extent required by Applicable Laws, each Party shall withhold from any payment due to be made under this Agreement (including any Endocyte Payment) any Tax required to be withheld by any Tax Authority, and the withholding Party shall remit the amount so withheld to the applicable Tax Authority and provide the other Party with proof of

3.

Development and Commercialization .

3.1

Development Matters .

(a)

Responsibility and Authority .  As of the Effective Date, subject to Section 3.1(f) ,  Endocyte shall be solely responsible for the Development of the Compound and Product in the Field in the Territory, including all Development and Commercialization Costs, and ABX shall have no obligations with respect thereto.  For the avoidance of doubt, Endocyte shall have final decision-making authority over any disputes arising out of the Development of the Compound or Product.

(b)

Development Plan .  The initial Development Plan is attached hereto as Exhibit D .  Not later than [*] of each calendar year, Endocyte shall deliver to ABX an updated Development Plan covering planned Development activities through at least the end of the succeeding calendar year in a level of detail comparable to the initial Development Plan, including descriptions and estimated timing of clinical and non-clinical studies, estimated timing of interim and final data readouts, estimated timing of Regulatory Filings and other material regulatory activities, and estimated total Development and Commercialization Costs.  The Advisory Council shall review and discuss each updated Development Plan; however, Endocyte shall have full decision-making authority over any disputes relating thereto.  Within [*] days after the end of each calendar year, Endocyte shall deliver to ABX a written report describing, in sufficient detail to confirm Endocyte’s compliance with this Section 3.1 , the Development activities conducted during the preceding calendar year.  Endocyte’s obligations under this Section 3.1(b) shall terminate upon achievement of each of the development milestones set forth in Section 2.3(a) , but thereafter Endocyte shall continue to provide updates on its Development activities to the Advisory Council so long as it continues to operate.

(c)

Diligence .  Endocyte shall use Commercially Reasonable Efforts to Develop the Product, obtain Marketing Authorization in mCRPC and Commercialize the Product in accordance with the Development Plan (as updated from time to time) in each of the Major Markets and such [*], in

(d)

Clinical Database .  Within [*] days after the Effective Date, ABX shall transfer and deliver to Endocyte any Clinical Database in its possession or control, subject to having obtained all required regulatory approvals and consents related to human subject data protection (if any).  Further, the Parties acknowledge that ABX may receive updates to the Clinical Database during the Term as a result of ongoing Clinical Trials, and ABX shall provide these updates to Endocyte no later than [*] days following receipt thereof, subject to any additional requirements set forth in Section 4.4 .  ABX shall cooperate with Endocyte, using ABX’s Commercially Reasonable Efforts, to ensure that Endocyte has ready access to, and the practical ability to fully utilize, the Clinical Database for purposes of Developing the Compound and Product.  ABX hereby grants to Endocyte a Right of Reference with respect to all data, information and documents included in the Clinical Database.

(e)

Regulatory Filings and Approvals .  Endocyte shall be the owner of all Regulatory Approvals for the Product in the Territory.  Within [*] days after the Effective Date, ABX shall transfer and deliver to Endocyte all existing Regulatory Approvals, along with copies of all documents, records and correspondence relating to such Regulatory Approvals or to interactions

(f)

Advisory Council .

(i)

Establishment and Function .  Within 30 days after the Effective Date, the Parties shall establish an advisory council (as described in this Section 3.1(f) , the “ Advisory Council ”) for the purpose of communication and consultation regarding the Development of the Compound and Product, including review and discussion of the Development Plan and amendments thereto and discussion of either Party’s concerns regarding the other Party’s performance of its responsibilities hereunder.  Without limiting the foregoing, the Advisory Council shall discuss development strategies and opportunities of the Compound using both lutetium and actinium.

(ii)

Membership .  The Advisory Council shall be comprised of at least two representatives of each Party (each of whom shall be at a senior executive level and shall have expertise in the Development or Manufacture of pharmaceutical products) and shall be chaired by a representative of Endocyte.  A Party may appoint and change any of its representatives (and Endocyte may appoint and change the chair) from time to time in its sole discretion, so long as the new representative (or chair) meets the foregoing credentials.  Any such change shall be effective upon reasonable prior notice to the other Party.

(iii)

Authority .  The Advisory Council shall be a consultative, rather than decision-making, body.  The views and opinions of the Advisory Council shall be documented in the minutes of its meetings and reported to the Parties.  For the avoidance of doubt, (A)  the Advisory Council shall have no authority to dictate the manner in which a Party performs its obligations under this Agreement or to amend any of the terms or conditions of this Agreement; and (B) Endocyte shall

(iv)

Meetings .  The Advisory Council shall meet in accordance with a schedule established by mutual agreement of the Parties, but not less than quarterly unless otherwise agreed by the Parties, provided that such frequency shall be reduced to annually upon achievement of each of the development milestones set forth in Section 2.3(a) .  Meetings will be held remotely unless otherwise agreed.  Subject to reasonable advance notice to the other Party and appropriate confidentiality undertakings, a Party may invite other members of its organization to attend a particular meeting.  Each Party shall be responsible for the expenses incurred by its own representatives in participating in the Advisory Council.  At least 15 days before each meeting, each Party shall deliver to the chair a list of proposed issues for inclusion in the meeting agenda, which the chair shall include to the extent feasible, provided they are within the purview of the Advisory Council.  Within 15 days after each meeting, the chair shall circulate minutes of the meeting to each member of the Advisory Council for corrections and comments, which shall be due within a further 15 days.

(v)

Confidentiality .  All matters disclosed or discussed in connection with the business of the Advisory Council shall be deemed Confidential Information for purposes of Section 8 and shall be treated in accordance therewith.

(vi)

Term of Operation .  Unless otherwise agreed by the Parties, the Advisory Council shall continue to exist and operate during the Term.

3.2

Commercialization Matters .

(a)

Responsibility and Authority .  As of the Effective Date, Endocyte shall be solely responsible for the Commercialization of the Product in the Field in the Territory, including all Commercialization costs, and ABX shall have no obligations with respect thereto.  For the avoidance of doubt, (i) Endocyte shall have final decision-making authority over any disputes arising out of the Commercialization of the Product, and (ii) Endocyte shall book all sales of Product throughout the Territory.

(b)

Diligence .  Upon receipt by Endocyte of Marketing Authorization for the Product in any country in the Territory, Endocyte shall use Commercially Reasonable Efforts to Commercialize the Product in such country, directly and/or through its Related Parties.

3.3

Diligence Matters .

(a)

Conditions .  All of Endocyte’s diligence obligations under this Agreement relating to the Development and Commercialization of the Compound and Product (including pursuant to Section 3.1(c) and 3.2(b) ) are expressly conditioned upon:

(i)

ABX’s compliance with its obligations under this Agreement, including Section 6.5 , and the Supply Agreement; and

(ii)

the continuing absence of any Material Adverse Event.

(b)

Disputes .  If ABX believes in good faith that Endocyte is not satisfying its diligence obligations to Develop and/or Commercialize the Product pursuant to this Section 3 , then ABX shall give Endocyte written notice of its concerns in reasonable detail.  Within [*] days following such notice, the Parties will discuss ABX’s concerns and Endocyte’s responses, which discussion shall be conducted in a regular or special meeting of the Advisory Council (if it is then in operation) or via teleconference.  If after such discussion, ABX continues to believe in good faith that Endocyte is not satisfying its diligence obligations, then ABX shall give Endocyte a further written notice to such effect.  Within [*] days following such notice, the Parties shall meet in person, with each Party being represented by at least one member of senior management and by additional representatives with technical and/or business expertise sufficient to reasonably address ABX’s concerns.  If following after such meeting, ABX continues to believe in good faith that Endocyte is not satisfying its diligence obligations, then such dispute shall be resolved in accordance with Section 11.6 (excluding the first sentence thereof).

4.

Manufacturing .

4.1

Manufacturing Agreements .  In addition to this Agreement, the Parties are entering into the following agreements relating to the Manufacture of the Compound and Product:

(a)

a Supply Agreement pursuant to which ABX will Manufacture the Compound and/or Product for Development and Commercialization

(b)

a Quality Agreement in order to establish reasonable detailed written procedures with respect to quality assurance and regulatory affairs matters relating to the Product,  which agreement shall be in a  form mutually satisfactory to the Parties and shall be entered into within 60 calendar days of the Effective Date.

4.2

Manufacturing Facilities .  ABX shall use its best efforts to obtain and maintain all applicable permits, licenses and Regulatory Approvals relating to its manufacturing facilities.

4.3

Manufacturing Transition .  The Parties acknowledge that Endocyte may be required to engage additional Third Parties during the Term to Manufacture the Compound and/or Product (each, a  “ CMO ”) in order to meet global commercial demand for such Compound and/or Product.  If Endocyte notifies ABX that it desires to engage any CMO to Manufacture the Compound and/or Product, or if at any time it becomes known to the Parties that ABX will cease to be the Manufacturer of the Compound or Product for any reason, including termination of the Supply Agreement in accordance with the terms thereof, then as far in advance of such engagement or cessation as may be reasonably requested by Endocyte, the Parties shall cooperate to enable each such CMO or Endocyte, as applicable, to assume all or a portion of the Manufacturing, directly or through a Third Party (in either case, a “ Successor Manufacturer ”), of the Compound and, if applicable, the Product.  In such case, ABX shall cooperate fully and in good faith to enable the Successor Manufacturer to assume all or a portion of the Manufacturing of the Compound and, if applicable, the Product, including:

(a)

disclosing and teaching all Manufacturing procedures and processes included in the Licensed Know-How;

(b)

making its employees and consultants available as reasonably required to enable the Successor Manufacturer to replicate the process utilized by ABX to Manufacture the Compound and Product and to ensure an orderly transition or replication, as applicable, of ABX’s Manufacturing technology; and

(c)

facilitating business relationships between the Successor Manufacturer and ABX’s suppliers, vendors and service providers.

4.4

Pharmacovigilance .

(a)

For the avoidance of doubt, Endocyte shall be responsible, at its cost and expense, to maintain the global safety database for the Product, to file all required safety reports with the FDA, the EMA or other Regulatory Authorities, and to take all pharmacovigilance actions required by any Regulatory Authority with respect to the Product.  Endocyte shall provide ABX with copies of all such safety reports within five Business Days after filing with the applicable Regulatory Authority.

(b)

ABX agrees that during the Term it will notify Endocyte of any information of which ABX becomes aware concerning any side effect, injury, toxicity or sensitivity reaction, or any unexpected incident, and the severity thereof, that is associated with the Compound or Product (or to the clinical or commercial investigation or use of the Compound or Product), whether or not determined to be attributable to the Compound or Product (hereinafter “ Adverse Experiences ”).  “ Serious ” as used in this Section refers to an Adverse Experience which results in death, is immediately life-threatening, results in persistent and significant disability/incapacity or requires in-patient hospitalization, or prolongation of existing hospitalization, or is a congenital anomaly, cancer or an overdose.  Other important medical events that may jeopardize the patient or may require intervention to prevent one of the outcomes previously listed should also be considered Serious.  “ Unexpected ” as used in this Section refers to a condition or development not listed in the current labeling (including the Reference Safety Information of the Investigator’s Brochure) for Product and includes an event that may be symptomatically and pathophysiologically related to an event listed in the labeling, but differs from the event because of increased frequency or greater severity or specificity.

(c)

For events that result in death or are immediately life-threatening, ABX will notify Endocyte immediately (within 24 hours), in English, after receipt of the Serious Adverse Experience.  For events that qualify as Serious, but do not result in death or are not immediately life-threatening, ABX will notify

(d)

It is understood and agreed that these Adverse Experience reporting requirement provisions are based on regulatory reporting requirements.  Accordingly, in the event of changes to regulatory requirements for Adverse Experience reporting, ABX agrees to comply with such revised notification requirements.

(e)

Each Party shall also keep the Advisory Council informed of its Adverse Experience reporting to Regulatory Authorities.

(f)

Within two Business Days after receipt from the Principal Licensor of any data resulting from clinical studies performed by the Principal Licensor pursuant to Section 2(3) of the Principal License Agreement, ABX shall forward such data to Endocyte.  ABX shall use commercially reasonable efforts to enforce the obligation of the Principal Licensor to provide such data to ABX.  Endocyte shall use such data solely for the purposes contemplated by Section 4.4(a) and for no other purposes without the prior written consent of the Principal Licensor.

5.

Intellectual Property .

5.1

[Reserved]

5.2

[Reserved]

5.3

[Reserved]

5.4

[Reserved]

5.5

[Reserved]

5.6

Orange Book Listing .  Following the later of (a) the filing of an NDA with respect to the Product in the United States or (b) the issuance of a United States Licensed Patent Right covering the Product, Endocyte shall list such Licensed Patent Right in the Orange Book maintained by the FDA and thereafter use Commercially Reasonable Efforts to maintain such listing.  Endocyte shall follow similar

5.7

Product Trademarks .  Endocyte shall have the right, in its sole discretion, to determine the trademarks to be used in connection with Commercializing the Product in the Territory (the “ Product Trademarks ”).  Endocyte shall own all right, title and interest in and to the Product Trademarks and shall be solely responsible, at its expense, for filing, prosecuting, maintaining, defending and enforcing such Product Trademarks.  All Product Trademarks used in marketing, advertising and distribution of the Product shall comply with any applicable provision of the Principal License Agreement.

5.8

Licensed Know-How .  ABX shall keep confidential (and shall cause its Affiliates to keep confidential) all Licensed Know-How.

5.9

Endocyte Patent Rights .  Except in defense of a suit or action brought by Endocyte, ABX shall not challenge in any manner (whether by filing or participating in any action or proceeding, providing assistance to any Third Party, or otherwise) the validity or enforceability of any Patent Rights Controlled by Endocyte covering or relating to the Compound or any Endocyte Competitive Agent anywhere in the Territory.

5.10

ABX Patent Rights .  Except in defense of a suit or action brought by ABX, Endocyte shall not challenge in any manner (whether by filing or participating in any action or proceeding, providing assistance to any Third Party, or otherwise) the validity or enforceability of any Patent Rights Controlled by ABX covering or relating to the Compound or any ABX Competitive Agent anywhere in the Territory.

5.11

Program IP .  For the avoidance of doubt, as between the Parties, Endocyte shall be the sole and exclusive owner of all Program IP.  ABX hereby assigns to Endocyte any right, title or interest of ABX in such Program IP and agrees to take such acts and execute such documents as may be necessary or appropriate to further evidence and effectuate such assignment.

5.12

Delegated IP Rights .  ABX hereby delegates to Endocyte all of ABX’s rights, subject to all of ABX’s obligations, pursuant to Section 11 of the Principal License Agreement (the “ Delegated IP Rights ”), and ABX shall promptly notify the Principal Licensor in writing of such delegation.  ABX shall not withdraw such delegation without Endocyte’s prior written consent, which consent may be granted or withheld in Endocyte’s sole discretion.  ABX shall use its commercially reasonable efforts to facilitate Endocyte’s exercise of the Delegated IP Rights, including by enforcement of the

6.

Additional Covenants .

6.1

General Compliance .  Each Party and its Affiliates and their respective employees and agents shall comply in all material respects with all Applicable Laws that pertain to their respective activities under this Agreement and, except as otherwise provided herein, shall bear the entire cost and expense of such compliance.  The Parties shall not, directly or indirectly, take any action (including the grant of any right or the undertaking of any obligation) that is in conflict with any provision of this Agreement.

6.2

No Debarment .  Each Party hereby certifies that it has not and will not employ or otherwise use in any capacity the services of any Person debarred under Section 21 U.S.C. 335a or any similar Applicable Law enforced by the EMA, and to its knowledge, any Person under investigation for debarment, in performing any activities under this Agreement.  Each Party shall notify the other Party immediately if any such debarment occurs or any such investigation comes to its attention, and shall, with respect to any Person so debarred, promptly remove such Person from performing any further activities under this Agreement.

6.3

Restricted Payments .  Neither Party shall make any payment, either directly or indirectly, of money or other assets to government or political party officials, officials of international public organizations, candidates for public office or representatives of other businesses or persons acting on behalf of any of the foregoing where such payment would constitute violation of any Applicable Law.  In addition, regardless of legality, neither Party shall make any payment either directly or indirectly to any such official or other Person for the purpose of influencing decisions or actions with respect to the subject matter of this Agreement.

6.4

Information Rights .  If Endocyte determines in good faith that ABX is an entity that is subject to financial consolidation with Endocyte for the purposes of its quarterly and annual financial statements (or otherwise requires such information in order to comply with US GAAP), ABX shall make available to Endocyte, subject to any restrictions by Applicable Law:

(a)

as soon as practicable, but in any event within five Business Days after  the end of each calendar quarter (i) an unaudited balance sheet as of the end of

(b)

as soon as practicable, but in any event within 40 calendar days after the end of each calendar year, (i) an audited balance sheet as of the end of such calendar year, (ii) audited statements of income and cash flows for such calendar year, (iii) an audited statement of stockholders’ equity for such calendar year, and (iv) a detailed trial balance as of the end of such calendar year, together with related footnotes all prepared in accordance with US GAAP and audited and certified by a nationally recognized independent public accounting firm; and

(c)

on or prior to December 31st of each calendar year, a 409A analysis of the fair value of ABX’s stock as of December 1st of such year as prepared by an independent valuation expert.

6.5

Principal License Agreement .

(a)

ABX shall satisfy all of its obligations under, and take all actions necessary to maintain in full force and effect, the Principal License Agreement.  For the avoidance of doubt, except as expressly provided otherwise in Section 1.8 , ABX (and not Endocyte) shall be responsible for all of the financial and other obligations of ABX to the Principal Licensor under the Principal License Agreement, including all financial obligations arising from the sale of Products by Endocyte and its Related Parties.

(b)

ABX shall not, in whole or in part, assign, amend, waive, terminate or modify the Principal License Agreement without the prior written consent of Endocyte, which consent may be granted or withheld in Endocyte’s sole discretion.

(c)

ABX shall provide Endocyte with prompt  ( i.e. , within [*] Business Days) written notice of any claim or notice by either ABX or the Principal Licensor of (i) any act, omission or event that constitutes (or with notice or the passage of time or both would constitute) a material breach, violation or default of or under the Principal License Agreement or (ii) any actual or potential Principal License Adverse Event.

(d)

Upon termination of the Principal License Agreement, (i) in respect of the Sublicensed Rights, Endocyte shall have the rights and option provided for pursuant to the Principal License Agreement, (ii) in respect of all other Licensed Patent Rights and/or Licensed Know-How, ABX hereby grants to Endocyte an exclusive (even as to ABX), perpetual, royalty-free, fully paid-up license under such Licensed Patent Rights and Licensed Know-How to make, have made, use, sell, offer for sale, have sold, import and otherwise Develop, Manufacture and Commercialize Compound and Product in the Field in the Territory; and (iii) this Agreement shall be deemed to have been terminated by Endocyte pursuant to Section 10.3 due to material breach by ABX; provided, however, that the provisions of Section 10.5(b) shall not apply.

(e)

ABX hereby delegates to Endocyte the exercise of ABX’s right to consent to clinical studies of the Principal Licensor, and ABX shall promptly notify the Principal Licensor in writing of such delegation, all in accordance with Section 2(3) of the Principal License Agreement.  ABX shall not withdraw such delegation without Endocyte’s prior written consent, which consent may be granted or withheld in Endocyte’s sole discretion.

7.

Representations and Warranties .

7.1

General Corporate Matters .  Each Party hereby represents and warrants to the other that:

(a)

It is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization.  It has all requisite power and authority to conduct its business and engage in the transactions provided for in this Agreement.

(b)

The execution, delivery and performance by such Party of this Agreement, and the consummation by it of the transactions contemplated hereby, do not and will not:  (i) violate any Applicable Laws; (ii) conflict with, or result in the breach of any provision of, its certificate or articles of incorporation, bylaws, limited liability company agreement or similar governing documents; (iii) result in the creation of any lien or encumbrance of any nature upon any property being transferred or licensed by it pursuant to this Agreement; or (iv) violate, conflict with, result in the breach or termination of, or constitute a default under (or event which, with notice, lapse of time or both, would constitute a default under), any permit, contract or agreement to which it is a party or by which any of its properties or businesses are bound.

(c)

The execution, delivery and performance by it of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by all necessary corporate or equivalent action on its part.  This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other laws relating to or affecting creditors’ rights generally and by general equity principles.

(d)

No authorization, consent or approval of, or notice to or filing with, any Governmental Entity is required for the execution, delivery and performance by such Party of this Agreement (excluding approvals of Regulatory Authorities as contemplated in the Development Plan).

7.2

Intellectual Property Matters .  ABX hereby represents and warrants to Endocyte that:

(a)

ABX is the sole and exclusive owner of the Licensed Patent Rights and Licensed Know-How (except for the Sublicensed Rights, as to which ABX is the exclusive licensee), all of which, to the best of ABX’s knowledge, are free and clear of any liens, charges and encumbrances, and no other Person has any claim of ownership whatsoever with respect to such Licensed Patent Rights and Licensed Know-How.

(b)

The Licensed Patent Rights constitute all Patent Rights Controlled by ABX that relate to the activities contemplated by the Development Plan.    No Affiliate of ABX, including any direct or indirect parent of ABX, Controls any Patent Rights that relate to the activities contemplated by the

(c)

ABX has full right and authority to grant to Endocyte the licenses and, subject to consent by the Principal Licensor pursuant to the Principal License Agreement, sublicenses under the Licensed Patent Rights and Licensed Know-How set forth in this Agreement.  Without limiting the generality of the foregoing, ABX has not granted to any Third Party a license, covenant not to sue or similar right that would conflict with the licenses and sublicenses granted herein to Endocyte, and ABX has not previously assigned, transferred, conveyed or otherwise encumbered its right, title and interest in the Licensed Patent Rights or Licensed Know-How in a manner that would prevent it from granting the licenses and sublicenses granted herein to Endocyte.

(d)

To the best of ABX’s knowledge after reasonable inquiry, the Licensed Patent Rights in existence as of the Effective Date are not invalid or unenforceable, in whole or in part.    Without limiting the foregoing, ABX did not, and to the best of ABX’s knowledge after reasonable inquiry the Principal Licensor (or any of its employees or agents) did not, sell Compound or Product, or otherwise make any disclosure or deemed disclosure of any invention claimed in the Licensed Patent Rights, prior to the respective priority dates of the underlying patent applications.

(e)

To the best of ABX’s knowledge, the use and practice of the Licensed Patent Rights and the Licensed Know-How for the activities contemplated by the Development Plan will not infringe, violate or misappropriate the intellectual property rights of any Third Party.  To the best of ABX’s knowledge, the use and practice of the Licensed Patent Rights and the Licensed Know-How for the activities contemplated by the Development Plan will not infringe, violate or misappropriate the intellectual property rights of any Affiliate of ABX.

(f)

ABX has not received, and to the best of ABX’s knowledge after reasonable inquiry the Principal Licensor has not received, any notice, claim or assertion (i) challenging the ownership, validity or enforceability of any of the Licensed Patent Rights or Licensed Know-How, (ii) alleging that the license, use or practice of the Licensed Patent Rights or Licensed Know-How infringes, violates or misappropriates the intellectual property rights of any Third Party or of any Affiliate of ABX, or (iii) seeking to restrain or enjoin such license, use or practice.  ABX has no knowledge that any Third Party or Affiliate of ABX intends to give any such notice or make any such

(g)

ABX has no knowledge that any Person has infringed, violated or misappropriated any of the Licensed Patent Rights or Licensed Know-How.

(h)

To the best of ABX’s knowledge after reasonable inquiry, the Principal Licensor is current in payment of all patent maintenance fees and similar costs related to its portfolio maintenance with respect to the Licensed Patent Rights.

(i)

ABX has disclosed to Endocyte the existence of any written, signed patent opinions in its possession directed to the practice of the Licensed Patent Rights or Licensed Know-How as contemplated in this Agreement as of the Effective Date.

(j)

ABX has delivered to Endocyte a true, correct and complete copy of the Principal License Agreement, including the Principal License Addendum, in German language.  The Principal License Agreement is legal, valid, binding, enforceable and in full force and effect in accordance with its terms.  No act, omission or event has occurred that constitutes (or with notice or the passage of time or both would constitute) a material breach, violation or default by ABX (or to the best of ABX’s knowledge, by the Principal Licensor) of or under the Principal License Agreement.  Without limiting the generality of the foregoing, ABX has paid all license fees, sublicense fees, minimum license fees, royalties, milestones and other amounts due and payable to the Principal Licensor on or before the Effective Date.

(k)

Prior to the Effective Date, ABX has not granted any sublicenses to Third Parties for the Compound and/or the Product nor has ABX entered into any licenses with any Third Parties with respect to the Compound and/or Product, other than the Principal License Agreement.

7.3

Compliance Matters .  ABX hereby represents and warrants to Endocyte that:

(a)

ABX has not, nor has any person or entity acting for or on its behalf, made any payment, either directly or indirectly, of money or other assets to government or political party officials, officials of international public organizations, candidates for public office or representatives of other businesses or persons acting on behalf of any of the foregoing where such payment would constitute a violation of Applicable Law or such payment was made for the purpose of influencing decisions or actions with respect

(b)

ABX has been provided the opportunity to ask questions and receive answers concerning Endocyte and to obtain any other information it deems necessary to verify the accuracy of the information provided to it.  ABX is aware of Endocyte’s business affairs and financial condition, has reviewed Endocyte’s filings with the U.S. Securities and Exchange Commission (the “ SEC ”), and has acquired sufficient information about Endocyte to reach an informed and knowledgeable decision to acquire the Shares and Warrants.  ABX is acquiring the Shares and Warrants for its own account for investment purposes only and not with a view to, or for resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “ Securities Act ”), or any state or other securities laws; provided, however, that ABX shall retain the sole right to determine to sell or transfer the Shares, subject to compliance with all restrictions imposed by the Rights Agreement and all Applicable Laws.

(c)

ABX understands that the Shares and Warrants have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the accuracy of ABX’s representations and warranties herein.

(d)

ABX further understands that the Shares and Warrants must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.  In addition, ABX understands that any certificate evidencing the Shares and Warrant Shares will be imprinted with a legend that prohibits the transfer of the Shares and Warrant Shares unless they are registered or such registration is not required.

(e)

ABX is aware of the provisions of Rule 144 promulgated by the SEC under the Securities Act (“ Rule 144 ”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of the issuer), in a non-public offering, subject to the satisfaction of certain conditions, if applicable.

(f)

ABX understands that the Shares, Warrants and Warrant Shares have not been registered under any state’s or other jurisdiction’s securities laws and may not be offered or sold without compliance with applicable securities laws, whether through registration of the offer and sale of the Shares or in

(g)

ABX is an “accredited investor” as defined in Rule 501 promulgated under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks related to its acquisition of the Shares, Warrants and Warrant Shares.

7.4

Issuance of Shares and Warrants .  Endocyte hereby represents and warrants to ABX that:

(a)

The authorized capital stock of Endocyte consists of 100,000,000 shares of common stock, par value $0.001 per share (the “ Common Stock ”) and 10,000,000 shares of preferred stock, par value $0.001 per share (the “ Preferred Stock ”).  As of August 31, 2017, there are 42,581,381 shares of Common Stock, and no shares of Preferred Stock, issued and outstanding, and Endocyte has 10,767,484 shares of Common Stock reserved for issuance pursuant to outstanding options and warrants to purchase Common Stock.  Other than the Warrants and as otherwise set forth above or as contemplated in this Agreement, (a) there are no other options, warrants, calls, rights, commitments or agreements of any character to which Endocyte is a party or by which Endocyte is bound or obligating Endocyte to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of Endocyte or obligating Endocyte to grant, extend or enter into any such option, warrant, call, right, commitment or agreement and (b) the issuance and sale of the Shares, the Warrants and the Warrant Shares contemplated hereby will not give rise to any preemptive rights, rights of first refusal or other similar rights on behalf of any Person.

(b)

The issuance of the Shares has been duly and validly authorized by all necessary corporate action and no further action is required by Endocyte or its stockholders in connection therewith.  The Shares, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and non-assessable shares of Common Stock of Endocyte.  The issuance of the Warrants and the Warrant Shares have been duly and validly authorized by all necessary corporate action and no further action is required by Endocyte or its stockholders in connection therewith.  The Warrant Shares, when issued and paid for upon the due exercise of the Warrants, will be validly issued, fully paid and non-assessable shares of Common Stock of Endocyte.  The issuance of the Shares, the Warrants and the Warrant Shares will not result in the right of any holder of any securities of Endocyte to adjust the

(c)

Endocyte has timely filed all registration statements, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 2014 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “ SEC Reports ”). As used in this Section 7.4(c) , the term “file” shall be broadly construed to include any manner in which a document or information is filed, furnished, transmitted, supplied, or otherwise made available to the SEC.  None of the SEC Reports, as of their respective dates, or if amended, as of the date of the last such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the SEC Reports complied, as of their respective dates, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with US GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly presented (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments and the absence of complete footnotes) in all material respects the financial position of Endocyte as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended.

(d)

Endocyte is, and since January 1, 2014 has been, in compliance in all material respects with the applicable listing rules and corporate governance rules and regulations of NASDAQ.

8.

Confidentiality and Publicity .

8.1

In the course of their activities pursuant to this Agreement, the Parties anticipate that they may disclose Confidential Information to one another and that either Party may, from time to time, be a disclosing Party or a recipient of Confidential Information.  The Parties wish to protect such Confidential Information in accordance with this Section 8 .  The provisions of this Section 8 shall apply to disclosures furnished to or received by a Party and its agents and representatives

8.2

For purposes hereof, “ Confidential Information ” with respect to a disclosing Party means all Proprietary Information, in any form or media, concerning the disclosing Party or its Affiliates that the disclosing Party or its Affiliates furnishes to the recipient, whether furnished before or after the Effective Date, and all notes, analyses, compilations, studies and other materials, whether prepared by the recipient or others, that contain or reflect such Proprietary Information; provided, however, that Confidential Information does not include information that (a) is or hereafter becomes generally available to the public other than as a result of a disclosure by the recipient, (b) was already known to the recipient prior to receipt from the disclosing Party as evidenced by prior written documents in its possession not subject to an existing confidentiality obligation to the disclosing Party, (c) is disclosed to the recipient on a non-confidential basis by a Person who is not in default of any confidentiality obligation to the disclosing Party, or (d) is independently developed by or on behalf of the recipient without reliance on information received hereunder.  Notwithstanding the foregoing, all Know-How directed to Compound or Product or the manufacture, formulation or use of Compound or Product shall be deemed the Confidential Information of Endocyte.  The contents of this Agreement shall be deemed to be Confidential Information of each Party.

8.3

The recipient of Confidential Information shall (a) use such Confidential Information solely and exclusively in connection with the exercise of its rights and the discharge of its obligations under this Agreement, and (b) not disclose such Confidential Information without the prior written consent of the disclosing Party to any Person other than those of its agents and representatives who need to know such Confidential Information for such permitted use and who are bound by appropriate written obligations of confidentiality with respect thereto.  Notwithstanding the foregoing, the recipient of Confidential Information may disclose such Confidential Information:

(a)

to the extent necessary, upon the written advice of legal counsel, to comply with Applicable Laws or with an order issued by a court or regulatory body with competent jurisdiction; provided that, in connection with such

(b)

to the extent necessary to comply with applicable securities law disclosure requirements or any disclosure requirements of any applicable stock market or securities exchange;

(c)

to such Party’s Related Parties or Affiliates, agent(s), consultant(s), representative(s) and/or other Third Parties to the extent reasonably deemed necessary or useful by the recipient for the Development, Manufacturing and/or Commercialization of the Compound or the Product (or for such Persons to determine their interest in performing such activities) in accordance with this Agreement, on the condition that such Persons are bound by appropriate written obligations of confidentiality with respect thereto;

(d)

to such Party’s attorneys, independent accountants or financial advisors to the extent reasonably deemed necessary or useful by the recipient for enabling such attorneys, independent accountants or financial advisors to provide advice to the recipient with respect to such Party’s obligations under this Agreement, on the condition that such Persons are bound by appropriate written obligations of confidentiality with respect thereto;

(e)

to any bona fide potential or actual investor, investment banker, acquirer, merger partner, or other potential or actual financial partner to the extent reasonably deemed necessary by the recipient,  on the condition that such Persons are bound by appropriate written obligations of confidentiality with respect thereto;  and

(f)

to regulatory agencies or other Governmental Entities in order to obtain patents or to gain or maintain approval to conduct Clinical Trials or to market Product, but such disclosure may be only to the extent reasonably necessary to obtain such Patent Rights or Regulatory Approvals. 

8.4

Except as otherwise required by Applicable Law, upon the termination or expiration of this Agreement, if requested by the disclosing Party, the recipient of Confidential Information:

(a)

shall promptly return or destroy, at the recipient’s election, all Confidential Information of the disclosing Party, including all notes or other work product prepared by the recipient based upon or incorporating Confidential Information of the disclosing Party;

(b)

shall not retain any copies, extracts or other reproductions, in whole or in part, of such Confidential Information, notes or other work product; provided, however, that the recipient shall be permitted to retain any Confidential Information reasonably necessary for such Party’s continued practice under any license(s) which do not terminate pursuant to Section 10 and to retain (but not use) (i) one file copy of all Confidential Information on a confidential basis to evidence the scope of and to enforce the Party’s obligation of confidentiality under this Section 8 ; and (ii) all back‑up electronic media maintained in the ordinary course of business for archival purposes; and

(c)

shall certify in writing to the disclosing Party that the recipient has complied with this Section 8.4 .

8.5

After the release of an initial press release in a mutually agreeable form, neither Party shall issue any additional press release or other similar public communication relating to the existence or terms of this Agreement without the prior written approval of the other Party; provided, however, that such approval shall not be required in connection with disclosures (i) required by Applicable Laws, (ii) relating to previously disclosed information, and (iii) expressly authorized by Section 8.3 .  In the event of a required press release or other public communication, the Party issuing such release or making such communication shall provide the other Party with a copy of the proposed text prior to such announcement.  For the avoidance of doubt, the Parties acknowledge that Endocyte will be obligated to file a copy of this Agreement with the SEC, and Endocyte shall be entitled to make such required filing.  Further, Endocyte shall be entitled to make a press release or other similar public announcement concerning any activities under this Agreement without the prior consent of ABX, provided that Endocyte provides ABX with reasonable prior notice of the text of such announcement.

9.

Indemnification and Insurance .

9.1

Indemnification by Endocyte .  Endocyte shall defend, indemnify and hold harmless ABX and its Affiliates and their respective officers, directors, employees and agents (each, an “ ABX Indemnitee ”) from and against any and all claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable attorneys’ fees (collectively, “ Damages ”) to which any ABX Indemnitee may become subject as a result of any claim, demand, action or other proceeding (a “ Claim ”)  by any Person other than a Party or its Affiliates to the extent such Damages arise directly or indirectly out of (a) the Development, Manufacture or Commercialization of any Compound and/or Product by or on behalf of Endocyte after the Effective Date; (b) Endocyte’s failure to comply with Applicable Laws; (c) Endocyte’s breach of any covenant, representation, warranty or other agreement made by Endocyte in this Agreement; or (d) the negligence or willful misconduct of any of the Endocyte Indemnitees in connection with this Agreement; except, in each case, to the extent such Damages result from the breach by ABX, its Affiliates, sublicensees or subcontractors of any covenant, representation, warranty or other agreement made by ABX in this Agreement or the Supply Agreement or the negligence or willful misconduct of any ABX Indemnitee or otherwise are Damages as to which ABX is required to indemnify Endocyte under Section 9.2 .

9.2

Indemnification by ABX .  ABX shall defend, indemnify and hold harmless Endocyte and its Affiliates and their respective officers, directors, employees and agents (each, an “ Endocyte Indemnitee ”) from and against any and all Damages  to which any Endocyte Indemnitee may become subject as a result of any Claim by any Person other than a Party or its Affiliates to the extent such Damages arise directly or indirectly out of (a) the Development, Manufacture or Commercialization of any Compound and/or Product by or on behalf of ABX prior to the Effective Date; (b) ABX’s failure to comply with Applicable Laws; (c) ABX’s breach of any covenant, representation, warranty or other agreement made by ABX in this Agreement; or (d) the negligence or willful misconduct of any of the ABX Indemnitees in connection with this Agreement; except, in each case, to the extent such Damages result from the breach by Endocyte, its Affiliates, sublicensees or subcontractors of any covenant, representation, warranty or other agreement made by Endocyte in this Agreement or the Supply Agreement or the negligence or willful misconduct of any Endocyte Indemnitee or otherwise are Damages as to which Endocyte is required to indemnify ABX under Section 9.1 .

9.3

Notice and Assumption of Defense .      Any Party entitled to indemnification under Section 9.1 or 9.2 shall give notice to the indemnifying Party of any Claim that may be subject to indemnification promptly after learning of such Claim, but the omission to so notify the indemnifying Party promptly will not relieve the

9.4

Settlement .  Neither Party shall settle any Covered Claim without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except that an indemnifying Party controlling the defense may settle such Covered Claim without the consent of the indemnified Party if the settlement (a) provides exclusively for monetary relief, all of which will be paid by the indemnifying Party, and (b) contains no other terms or conditions that are materially adverse to the indemnified Party (such as an admission of a legal violation).  No such consent shall be required to settle a non-Covered Claim.

9.5

Combined Obligations .  If the Parties have indemnification obligations to one another in connection with a single Claim, they shall contribute to the aggregate Damages arising from such Claim in such proportion as is appropriate to reflect their relative responsibilities for such Damages, as well as any other relevant equitable considerations.  The amount paid or payable by a Party for purposes of apportioning the aggregate damages shall be deemed to include all reasonable legal fees and expenses incurred by such Party in connection with investigating, preparing for or defending against such Claim.

9.6

Insurance .

(a)

Endocyte hereby represents that it has insurance covering product liability and general liability, and that it has and will maintain such coverage for the Term and for a period of two years after the expiration of this Agreement or the earlier termination thereof. Such insurance is in an amount which is reasonable and customary in the global pharmaceutical industry for companies of comparable size and activities and is sufficient to cover its

(b)

ABX hereby represents that it has insurance covering product liability and general liability, and that it has and will maintain such coverage for the Term and for a period of three years after the expiration of this Agreement or the earlier termination thereof. Such insurance is in an amount which is reasonable and customary in the global pharmaceutical industry for companies of comparable size and activities and is sufficient to cover its obligations under this Agreement. ABX will provide Endocyte with certificates of insurance demonstrating such coverage on an annual basis and list Endocyte as an additional insured on its products liability policy.

10.

Term and Termination .

10.1

Term .  This Agreement shall be effective as of the Effective Date and, unless terminated earlier pursuant to Sections 10.2 ,   10.3 or 10.4 , shall continue in full force and effect, on a country-by-country basis in the Territory, until expiration of all payment obligations hereunder (the “ Term ”).  Upon expiration in a given country, Endocyte’s  rights in the Licensed Know-How pursuant to Section 1.1 in such country shall become fully paid-up and perpetual.

10.2

Termination by Endocyte .

(a)

Termination for Cause .  Endocyte shall have the right to effect a Termination for Cause at any time and in its sole discretion upon at least 30 days’ advance written notice to ABX.

(b)

Termination for Convenience .  Endocyte shall have the right to effect a Termination for Convenience in its sole discretion upon at least 90 days’ advance written notice to ABX; provided, however, that (i) in the absence of a Material Adverse Event, such right shall not be exercisable by Endocyte prior to achievement of the Endocyte Investment Milestone, and (ii) if Endocyte has been acquired by a Non-Competing Acquirer, on the effective date of such Termination for Convenience, any development milestone payments pursuant to Section 2.3(a) that have not previously been paid shall be accelerated and become immediately due and payable.

10.3

Termination for Material Breach .

(a)

Either Party may terminate this Agreement upon 30 days’ advance written notice to the other Party if the other Party commits a material breach of its

(b)

Notwithstanding Section 10.3(a) , to the extent a material breach of this Agreement by ABX affects ABX’s performance and Endocyte’s rights under this Agreement as it relates to [*], Endocyte may terminate this Agreement in accordance with this Section 10.3 as to the affected country or countries only, and in such case this Agreement will remain in full force and effect with respect to the countries that are not terminated; provided, however, that any material breach as to [*] shall be deemed to be a [*].

(c)

Notwithstanding Section 10.3(a) , to the extent a material breach of this Agreement by Endocyte affects Endocyte’s performance and ABX’s rights under this Agreement as it relates to [*], ABX may terminate this Agreement in accordance with this Section 10.3 as to the affected country or countries only, and in such case this Agreement will remain in full force and effect with respect to the countries that are not terminated; provided, however, that any material breach as to [*] shall be deemed to be a  [*].

10.4

Termination for Insolvency Event .  Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party becomes subject to an Insolvency Event.

10.5

Rights upon Termination .

(a)

If Endocyte effects a Termination for Convenience pursuant to Section 10.2(b) , or if ABX terminates this Agreement pursuant to Section 10.3 or Section 10.4 , the following rights and obligations will apply:

(i)

Endocyte shall pay all amounts then due and owing as of the termination effective date.

(ii)

All licenses under the Licensed Patent Rights and the Licensed Know-How granted by ABX to Endocyte pursuant to Section 1 will terminate and all rights granted therein will immediately revert to ABX with no further notice or action required on ABX’s behalf; provided, however, that if the termination relates only to a specific country or group of countries, then only the rights pertaining to such affected country or countries will revert to ABX hereunder.  Any sublicensee of Endocyte under the license rights terminated hereunder which has not breached in any material respect its sublicense shall be entitled to receive a license directly from ABX granting rights substantially the same as those granted in each sublicense and containing obligations as a licensee similar to those set forth in this Agreement; provided, however, that (A) each sublicensee shall expressly agree in writing to be bound by the terms and conditions of such direct license, and (B) the obligations of ABX under any such direct license shall be no greater than the obligations of ABX hereunder.

(iii)

The sole responsibility for preparing, filing, prosecuting and maintaining the Licensed Patent Rights will revert back to the Principal Licensor with no further notice or action required on ABX’s  or the Principal Licensor’s behalf; provided, however, that if the termination relates only to a specific country or group of countries, then only the patent maintenance obligations pertaining to such affected country or countries will revert to the Principal Licensor hereunder.

(iv)

Upon ABX’s request, in the event of termination of this Agreement as a whole (as opposed to termination solely with respect to one country or group of countries), Endocyte will:

(1)

transfer to ABX any (A)  ongoing Clinical Trials that Endocyte or its Related Parties are conducting with respect to the Compound and/or Product,  (B) to the extent not previously provided, a copy of the database maintained or utilized by Endocyte comprising data, information and documents (whether in written, electronic or other form) generated by either conducting or analyzing clinical studies (including investigator initiated studies) in respect of the Compound or Product, including raw data, study data, study reports, filings, notices, books, records and the like, and  (C) Endocyte’s interest in any Product Trademarks (excluding 

(2)

grant to ABX a non-exclusive worldwide license solely to Develop and Commercialize pharmaceutical products containing or comprising PSMA-617 in the Field in the Territory, under (A) the Program IP, which license [*], which license shall be subject to the [*].

(v)

Endocyte will assign and transfer to ABX or its designee, at ABX’s request, all Regulatory Approvals and Regulatory Filings held by Endocyte, which shall be provided on an “AS-IS” basis and subject to ABX executing and delivering to Endocyte a letter releasing Endocyte of all liabilities arising after the effective date of such assignment from the Development, Manufacture and Commercialization of Compounds and Products by or on behalf of ABX and its Related Parties and acknowledging that ABX’s indemnification obligation under Section 9.2 shall apply with respect to the Development, Manufacture and Commercialization of such Compounds and Products after such date.  Notwithstanding the foregoing, if the termination relates only to a specific country or group of countries, then only the Regulatory Approvals and Regulatory Filings pertaining to such affected country or countries will be transferred to ABX hereunder.

(vi)

Endocyte and its Affiliates, sublicensees and distributors shall be entitled, during the six-month period immediately following the effective date of termination, to finish any work-in-progress and to sell any Products or Compound remaining in inventory, in accordance with the terms of this Agreement; provided, however, that ABX shall have the right to purchase from Endocyte any Products or Compound remaining in inventory as of the effective date of termination (that are not then committed to be supplied to any Third Party or Related Party, in the ordinary course of business), at a price equal to Endocyte’s  costs of goods; and provided, further, that if the termination relates only to a specific country or group of countries, the provisions of this Section 10.5(a)(vi)  will apply only to Endocyte’s Product and Compound inventories for such affected country or countries (as determined by Endocyte’s records).

(b)

Effective only in the event that Endocyte terminates this Agreement pursuant to Section 10.3 or Section 10.4 ,  ABX hereby grants to Endocyte

(c)

All rights and licenses now or hereafter granted by ABX to Endocyte pursuant to this Agreement, including the licenses granted to Endocyte in Section 1 and Section 10.5(b) , are, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to “intellectual property” as defined in the Bankruptcy Code.  Upon the rejection of this Agreement by or on behalf of ABX following the occurrence of any Insolvency Event with respect to ABX, ABX agrees that Endocyte, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against ABX under the Bankruptcy Code, Endocyte shall be entitled to a complete duplicate of or complete access to (as Endocyte deems appropriate), any such intellectual property and all its embodiments.  Such intellectual property and all embodiments thereof shall be promptly delivered to Endocyte (i) upon any such commencement of a bankruptcy proceeding upon written request therefore by Endocyte, unless ABX elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, upon the rejection of this Agreement by or on behalf of ABX upon written request therefore by Endocyte.  The foregoing provisions of this Section 10.5(c) are without prejudice to any rights Endocyte may have arising under the Bankruptcy Code or other Applicable Law.

10.6

Survival .  Termination of this Agreement shall not relieve any Party of any obligation that is expressly indicated to survive termination and shall be without prejudice to any rights that shall have accrued to the benefit of any Party prior to such termination.  Without limiting the generality of the foregoing, no termination of this Agreement, whether by lapse of time or otherwise, will serve to terminate the rights and obligations of the Parties with respect to this Agreement as it relates

(a)

Section 2.5 , relating to record-keeping and audit rights;

(b)

Sections 5.9 and 5.10 , relating to challenges to Patent Rights;

(c)

Section 2.7 , relating to liability for taxes;

(d)

Section 6.4 , relating to information rights;

(e)

Section 8 , relating to confidentiality and publicity;

(f)

Section 9 , relating to indemnification and insurance;

(g)

Section 10 , relating to termination and post-termination rights and obligations; and

(h)

Any provisions required for the interpretation or enforcement of any of the foregoing.

11.

Miscellaneous .

11.1

Interpretive Conventions .  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be understood to be followed by the words “without limitation.”  Pronouns, including “he,” “she” and “it,” when used in reference to any person, shall be deemed applicable to entities or individuals, male or female, as appropriate in any given case.  Standard variations on defined terms (such as the plural form of a term defined in the singular form, and the past tense of a term defined in the present tense) shall be deemed to have meanings that correlate to the meanings of the defined terms.  Article, Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of any provision of this Agreement.  When a reference is made in this Agreement to a Recital, an Article, a Section, a Schedule, an Attachment or an Exhibit, such reference is to a Recital, Article or Section of, or a Schedule, Attachment or Exhibit to, this Agreement, unless otherwise indicated.  All references to “dollars” or “$” shall be deemed to be references to the lawful currency of the United States.  All references to “days” shall mean calendar days except as otherwise expressly stated (such as a reference to Business Days).

11.2

Force Majeure .  If the performance of any obligation under this Agreement is prevented, restricted or interfered with by reason of any Force Majeure event, then the Party so affected shall be excused, upon giving prior written notice to the other Party, from such performance to the extent of such prevention, restriction or interference, provided that the Party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance and shall continue performance to the extent reasonably possible and, in any event, at such time as the Force Majeure conditions come to an end.

11.3

Change of Control .  If either Party or its direct or indirect parent enters into any agreement, plan or arrangement pursuant to which it has been or will be subject to a Change of Control, or if either Party otherwise learns or becomes aware that it has been or will be subject to a Change of Control, such Party (the “ Notice Party ”) shall give the other Party (the “ Receiving Party ”) written notice of such fact and the identity of the acquiring Person promptly after entering into such agreement, plan or arrangement or promptly after otherwise learning or becoming aware of such fact.  Following the effectiveness of the Change of Control, the Receiving Party shall have the right to require the Notice Party, including the acquiring Person, to adopt reasonable procedures to be agreed upon in writing with the Receiving Party to prevent the disclosure of all Proprietary Information of the Receiving Party beyond the Notice Party’s personnel having access to and knowledge of such information prior to the Change of Control and to control the dissemination of such information disclosed after the Change of Control, which may include (a) termination or restriction of the Notice Party’s participation on the Advisory Council or (b) limiting the Receiving Party’s obligation to provide the Notice Party with any Proprietary Information regarding the Development, Manufacture or Commercialization of Compounds or Products in the Territory.  The purposes of such procedures shall be to strictly limit such disclosures to only those personnel having a need to know the Receiving Party’s Proprietary Information in order for the Notice Party to perform its obligations or enforce its rights under this Agreement and to prohibit the use of such Proprietary Information for competitive purposes against the Receiving Party or its Affiliates or products.

11.4

Entire Agreement; Amendments .  This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and thereof and supersedes all previous negotiations, agreements and commitments with respect thereto.  This Agreement shall not be amended or modified in any manner except by a written instrument signed by duly authorized officers or representatives of each of the Parties.

11.5

Governing Law .  Any claim or controversy relating in any way to this Agreement shall be governed by and interpreted exclusively in accordance with the laws of the

11.6

Dispute Resolution .

(a)

The Parties shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy or claim arising from or related to this Agreement or the breach thereof.  If the Parties do not fully settle, and a Party wishes to pursue the matter, each such dispute, controversy or claim that is not an Excluded Claim shall be finally resolved by binding arbitration in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“ AAA ”), and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

(b)

The arbitration shall be conducted by a panel of three persons experienced in the pharmaceutical business.  Within [*] days after initiation of arbitration, each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within [*] days of their appointment.  If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the AAA.  The Parties shall not be obligated to select arbitrators from the AAA panel of arbitrators.  The place of arbitration shall be New York, New York, and all proceedings and communications shall be in English.

(c)

Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.  Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending the arbitration award.  The arbitrators shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages.  Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrators’ fees and any administrative fees of arbitration.

(d)

Except to the extent necessary to confirm an award or as may be required by Applicable Law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties.  In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the

(e)

The Parties agree that, in the event of a good faith dispute over the nature or quality of performance under this Agreement, neither Party may terminate this Agreement until final resolution of the dispute through arbitration or other judicial determination.  The Parties further agree that any payments made pursuant to this Agreement pending resolution of the dispute shall be refunded if an arbitrator or court determines that such payments are not due.

(f)

As used in this Section, the term “ Excluded Claim ” shall mean a dispute, controversy or claim that concerns (i) the validity or infringement of a patent, trademark or copyright; (ii) any antitrust, anti-monopoly or competition law or regulation, whether or not statutory; or (iii) any disclosure in violation of Section 8 or misuse of or misappropriation of Confidential Information of the disclosing Party.

11.7

Partial Illegality .  If any provision of this Agreement or the application thereof to any Party or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by Applicable Laws.  In such event, the Parties shall use their commercially reasonable efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the Applicable Laws, achieves the purposes intended under the invalid or unenforceable provision.  Any deviation by any Party from the terms and provisions of this Agreement in order to comply with Applicable Laws shall not be considered a breach of this Agreement.

11.8

Waiver of Compliance .  No provision of this Agreement shall be waived by any act, omission or knowledge of a Party or its agents or employees, except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party, which waiver shall be effective only with respect to the specific obligation and instance described therein.

11.9

Notices .  All notices and other communications in connection with this Agreement shall be in writing and addressed as stated below (or as subsequently designated by due notice hereunder) and sent by (a) email, in which case it shall be effective one Business Day after the Business Day of email transmission, (b) registered or certified mail, in which case it shall be effective on the fifth Business Day after posting, or (c) FedEx or similar express courier service for delivery on the following Business Day, in which case it shall be effective on such following Business Day.

th Street – Suite 600

dan.boeglin@faegrebd.com

To Endocyte:

Endocyte, Inc.

To ABX:

ABX, GmbH

Heinrich-Glaeser-Strasse 10-14

D-01454 Radeberg, Germany

Attention:  Dr. Peter Moll

Email:  moll@abx.de

with a copy to:

Foley & Lardner LLP

111 Huntington Avenue, Suite 2500

Boston, MA 02199

Attention:  Gabor Garai

Email:  ggarai@foley.com

11.10

Counterparts; Electronic or Facsimile Transmission .  This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.  This Agreement may be delivered by one or both Parties by facsimile or electronic transmission with the same effect as if delivered personally.

11.11

Further Assurances .  From time to time, as and when requested by any Party, the other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further actions as such other Party may reasonably deem necessary or desirable to carry out the intentions of the Parties embodied in this Agreement.

11.12

Jointly Prepared .  This Agreement has been prepared jointly and shall not be strictly construed against either Party.

ENDOCYTE, INC.

By:

/s/ Mike Sherman

Name:

Mike Sherman

Title:

President and CEO

ABX advanced biochemical compounds – Biomedizinische Forschungsreagenzien GmbH