ENDOCYTE, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • September 28th, 2010 • Endocyte Inc • Pharmaceutical preparations • Indiana
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Michael A. Sherman (“Executive”) and Endocyte, Inc., a Delaware corporation (the “Company”), effective as of August 25, 2010 (the “Effective Date”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 28th, 2010 • Endocyte Inc • Pharmaceutical preparations • Maryland
THIS LOAN AND SECURITY AGREEMENT, dated as of August 27, 2010 (as amended, restated, supplemented or otherwise modified from time to time (this “Agreement”)) is among MIDCAP FUNDING III, LLC, a Delaware limited liability company (“MidCap”) in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), SILICON VALLEY BANK, a California corporation (“SVB”), the other financial institutions who are or hereafter become parties to this Agreement as lenders (together with MidCap and SVB, collectively the “Lenders”, and each individually, a “Lender”), ENDOCYTE, INC., a Delaware corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
WARRANT TO PURCHASE STOCKWarrant Agreement • September 28th, 2010 • Endocyte Inc • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, Silicon Valley Bank (“Holder”) is entitled to subscribe for and purchase such number of fully paid and non-assessable shares (as more fully defined below, the “Warrant Shares”) of the capital stock of Endocyte, Inc., a Delaware corporation (the “Company”), as set forth below, at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is issued in connection with that certain Loan and Security Agreement of even date herewith among the Company, MidCap Funding III, LLC and Silicon Valley Bank, as amended and in effect from time to time (the “Loan Agreement.”)
Patent Assignment AgreementPatent Assignment Agreement • September 28th, 2010 • Endocyte Inc • Pharmaceutical preparations • Indiana
This Patent Assignment Agreement is entered into as of November 1, 2007 (the “Effective Date”), by and among Endocyte Inc., an Indiana corporation located at 3000 Kent Avenue, West Lafayette, IN 47906 (“Endocyte”); Optical Therapeutic Technologies Inc., an Indiana corporation located at 3000 Kent Avenue, West Lafayette, IN 47906 (“OTT”); and Karim N. Jallad, Michael D. Kennedy, Philip S. Low, and Dor Ben-Amotz, individuals residing at the addresses in the signature block (collectively, “Inventors”).
Lease AgreementLease Agreement • September 28th, 2010 • Endocyte Inc • Pharmaceutical preparations • Indiana
This Lease is entered into as of this 1st day of November, 2008, by and between 2639 Executive Building LLC (hereinafter referred to as “Lessor”), and ENDOCYTE (hereinafter referred to as “Lessee”).
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 28th, 2010 • Endocyte Inc • Pharmaceutical preparations • Delaware
This Third Amended and Restated Investors’ Rights Agreement (“Rights Agreement”) is entered into as of March 9, 2007 by and between Endocyte, Inc., a Delaware corporation (the “Company”) and the individuals or entities listed on the Schedule I hereto (the “Investors”). This Agreement amends and restates the Second Amended and Restated Investors’ Rights Agreement entered into by and between the Company and certain of the Investors, dated November 23, 2004.
LEASE AGREEMENTLease Agreement • September 28th, 2010 • Endocyte Inc • Pharmaceutical preparations • Indiana
THIS LEASE is entered into as of this 1st day of May, 2008, by and between 2639 Executive Building LLC (hereinafter referred to as “Landlord”), and Endocyte Inc. (hereinafter referred to as “Tenant”).
