ENDOCYTE INC - FORM 10-Q - EX-10.3 - May 10, 2017

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10-Q - 10-Q - ENDOCYTE INCecyt-20170331x10q.htm
EX-32.1 - EX-32.1 - ENDOCYTE INCecyt-20170331ex321376cce.htm
EX-31.2 - EX-31.2 - ENDOCYTE INCecyt-20170331ex312c5f55a.htm
EX-31.1 - EX-31.1 - ENDOCYTE INCecyt-20170331ex31154270e.htm
EX-10.2 - EX-10.2 - ENDOCYTE INCecyt-20170331ex102c392bd.htm
EX-10.1 - EX-10.1 - ENDOCYTE INCecyt-20170331ex10174ac25.htm

 

 

Exhibit 10.3

 

CONFIDENTIAL TREATMENT REQUESTED

Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Omitted information, marked “[*]” in this Exhibit, has been filed separately with the Securities and Exchange Commission together with such request for confidential treatment.

 

 

AMENDMENT #1

TO LICENSE AGREEMENT ID 2014-0052

 

Between Purdue Research Foundation and Endocyte, Inc.

THIS AMENDMENT, made and entered into this 29th day of June, 2015 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE) with respect to the matters addressed in this Agreement.

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

1.

The following Elected Eligible Disclosure is added to Schedule A of the AGREEMENT:

 

 

 

Title of Elected Eligible Disclosure:

 

Targeting the Cholecystokinin-B / Gastrin Receptor for Imaging and Therapy of Receptor Expressing Cells

PRF Reference Number for Elected Eligible Disclosure:

66125

Contributors of the Elected Eligible Disclosure:

Philip S. Low

Charity Wayua

2.

The following Licensed Patents are added to Schedule A of the Agreement:

 

 

 

 

 

 

 

PRF Reference No.

Title of Application

Serial Number

Inventors

Filling Date

Country

Status

66125.P1.US

Development of Targeted Imaging Agents For Cholecystokinin 2 Receptor Expressing Cancers

61/602,831

Philip S. Low and

Charity Wayua

2/24/2012

US

Converted

66125-02

Cholecystokinin B receptor targeting for imaging and therapy

PCT/US2013/027463

Philip S. Low and

Charity Wayua

2/22/2013

WO

Nationalized

66125-03

Cholecystokinin B receptor targeting for imaging and therapy

14/380,273

Philip S. Low and

Charity Wayua

8/21/2014

US

Filed

 

3.

[*].

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

4.

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

 

 

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

 

Purdue Research FoundationEndocyte, Inc.

By: _/s/ Chad A. Pittman_______By: ___/s/ P. Ron Ellis_____

Chad A. Pittman, Vice PresidentP. Ron Ellis, President/CEO                                                                            

 

Date: ___July 27, 2015_____ Date: ____July 22, 2015_______

 

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

 

 

 

 

AMENDMENT #2

TO LICENSE AGREEMENT ID 2014-0052

 

Between Purdue Research Foundation and Endocyte, Inc.

THIS AMENDMENT, made and entered into this 18'" day of April, 2016 ("Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE) with respect to the matters addressed in this Agreement.

 

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

 

1.

The following Elected Eligible Disclosures are added to Schedule A of the AGREEMENT:

 

Title of Elected Eligible Disclosure:

[*]

PRF Reference Number for Elected Eligible Disclosure:

[*]

Contributors of the Elected Eligible Disclosure:

[*]

 

 

 

 

Title of Elected Eligible Disclosure:

[*]

PRF Reference Number for Elected Eligible Disclosure:

[*]

Contributors of the Elected Eligible Disclosure:

[*]

 

 

 

 

 

 

 

 

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

2.

The following Licensed Patents are added to Schedule A of the Agreement:

 

 

 

 

 

 

 

 

 

 

PRF

Reference

No.

Title of Application

Serial Number

Inventors

Filling Date

Conntry

Status

[*]

[*]

[*]

[*]

[*]

[*]

[*]

 

 

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

 

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

 

 

 

Purdue Research FoundationEndocyte, Inc.

 

By: __/s/ Brooke Beier___By: __/s/ Eyal H. Barash_______

 

 

Brooke L. Beier, Ph.D.

Asst. Director of Business Development

 

 

Date: ___May 10, 2016___

Eyal H. Barash

Chief Intellectual Property Counsel

 

Date: ____May 10, 2016_____

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

 

AMENDMENT #3

TO LICENSE AGREEMENT ID 2014-0052

 

Between Purdue Research Foundation and Endocyte, Inc.

 

 

THIS AMENDMENT, made and entered into this 18th  day of April, 2016 ("Amendment Effective Date") amends the Master License Agreement entered into and effective as of July l, 2013 and all subsequent Amendments (hereinafter AGREEMENT) between Purdue Research Foundation (hereinafter known as PRF) and Endocyte, Inc. (hereinafter known as LICENSEE) with respect to the matters addressed in this Agreement.

 

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

 

1.

The following Elected Eligible Disclosure is added to Schedule A of the AGREEMENT:

 

Title of Elected Eligible Disclosure:

[*]

PRF Reference Number for Elected

Eligible Disclosure :

[*]

Contributors of the Elected Eligible Disclosure:

[*]

 

 

2.

The following Licensed Patents are added to Schedule A of the Agreement:

 

PRF

Reference No.

Title of Application

Serial Number

Inventors

Filling

Date

Country

Status

[*]

[*]

[*]

[*]

[*]

[*]

[*]

 

 

A1I other terms and conditions of the original agreement remain unchanged and in effect.

 

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

 

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

Purdue Research FoundationEndocyte, Inc.

 

 

By: ___/s/ Brooke Beier_____              By: __/s/ Eyal H. Barash____

 

 

Brooke L. Beier, Ph.D.

Asst. Director of Business Development Date:     May 10, 2016

Eyal H. Barash

Chief Intellectual Property Counsel

 

Date: ______May 10, 2016_________________

Agreement 1D 2014-0052 Amendment #3

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

AMENDMENT #4

TO LICENSE AGREEMENT ID 2014-0052

 

Between Purdue Research Foundation and Endocyte, Inc.

 

 

THIS AMENDMENT, made and entered into this 21st day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.

WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and

WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,

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

 

1.

Section 1.20 shall be replaced in its entirety with:

1.20 “Target” means (i) a cell surface receptor to which a Small Molecule Drug Conjugate(as defined in the MRA) is directed or (ii) a one or more of a tumor, macrophage or fibroblast (or any other naturally occurring) cell surface receptor for use with chimeric antigen receptor T-cell (“CAR-T”) constructs.  A non-limiting list of Targets is set forth in Exhibit I.

 

 

2.

Section 3.5 shall be added as follows:

 

3.5 Section 3.4 shall not apply to Validated Disclosures that only disclose Targets within  Section 1.20(ii).  Such milestones shall be developed using Commercially Reasonable Efforts by the Parties in good faith and shall be appended to this Agreement as Exhibit  2. Section 4.1.2 shall not apply to an Elected Eligible Disclosure (whether Validated or not) that is only directed to a Target within Section 1.20(ii).  Section 4.1.2 and 3.4 shall apply to such Disclosures that Endocyte has elected to timely add pursuant to the MRA as an Elected Eligible Disclosure for a Target under Section 1.20(i), in which case the Elected Eligible Disclosure for the Target under Section 1.20(i) shall be treated as a separate

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

Elected Eligible Disclosure with the Election Date being the date Endocyte notifies PRF of its intention to begin its evaluation under Section 3.1.

 

3.

 Section 1.7 is amended and restated as follows:

1.7 “Endocyte Contribution” means, with respect to an Eligible Disclosure, (i) use of materials by Purdue Personnel supplied by Endocyte to Purdue University pursuant to material transfer documentation between Endocyte and Purdue University or (ii) inventive contribution made entirely outside of Purdue University by an Endocyte employee. The Parties agree with respect to Eligible Disclosures directed to CAR-T Targets, for purposes of Section 4.2, and Section 1.7(i) notwithstanding, such Eligible Disclosures are deemed made with no Endocyte Contribution.

 

4.

The schedule in Section 4.2 of the Master License Agreement is amended to read as follows:

 

Gross Receipts

Licensed Technology covered by a Valid Claim with no Endocyte Contribution to underlying Eligible Disclosure

Licensed Technology covered by a Valid Claim with Endocyte Contribution to underlying Eligible Disclosure

[*]

[*]

[*]

[*]

[*]

[*]

 

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

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

 

Purdue Research FoundationEndocyte, Inc.

By: ____/s/ Brooke Beier________By: ____/s/ Mike Sherman___

Mike Sherman

President & CEO

 

Date: ___3-2-2017________Date: ___2-23-17_______

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

AMENDMENT #5

TO LICENSE AGREEMENT ID 2014-0052

 

Between Purdue Research Foundation and Endocyte, Inc.

 

THIS AMENDMENT, made and entered into this 22nd day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.

WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and

WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,

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

 

1.

The following Elected Eligible Disclosure is added to Schedule A for a Target under Section 1.20(ii):

 

Title of Elected Eligible Disclosure

Folate-Based Chimeric Antigen Receptor (CAR) T-Cells as Anti-Cancer Therapeutics

PRF Reference Number of Elected Eligible Disclosure

66212

Contributors of the Elected Eligible Disclosure

P. Low, H. Chu, and Y. Lee

 

 

 

 

 

 

 

 

 

 

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

2.

The following Licensed Patents are added to Schedule A of the Agreement for a Target under Section 1.20(ii).

 

 

 

 

 

 

 

 

PRF Ref #

Title of Application

Application Number

Invcntors

Filing Date

Country

Status

66212-01

Adoptive Cell Therapy Using Chimeric Antigen Receptor expressing T Cells for the Treatment of Cancers

61/740,384

P. Low

Dec. 20, 2012

United States (Provisional)

Converted

66212-02

CHIMERIC ANTIGEN RECEPTOR-EXPRESSING T CELLS AS ANTI-CANCER THERAPEUTICS

PCT/US2013/076986

P. Low, H. Chu, and Y. Lee

Dec. 20, 2013

PCT

Nationalized

66212-03

CHIMERIC ANTIGEN RECEPTOR-EXPRESSING T CELLS AS ANTI-CANCER THERAPEUTICS

14/654,227

P. Low, H. Chu, and Y. Lee

June 19, 2015

United States

(Non-provisional)

Abandoned

 

CHIMERIC ANTIGEN RECEPTOR-EXPRESSING T CELLS AS ANTI-CANCER THERAPEUTICS

15/296,666

P. Low, H. Chu, and Y. Lee

Oct. 8, 2016

United States (Non-provisional)

Pending

66212-04

CHIMERIC ANTIGEN RECEPTOR-EXPRESSING T CELLS AS ANTI-CANCER THERAPEUTICS

European Patent Application No. 13 864 097.4

P. Low, H. Chu, and Y. Lee

Dec. 20. 2013

Europe

Pending

 

3.

Endocyte shall pay PRF $[*] to fulfill the Validate Disclosure Fee within 30 days of Amendment Execution Date.

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

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

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

 

Purdue Research FoundationEndocyte, Inc.

By: ___/s/ Brooke Beier_____By: ____/s/ Mike Sherman_____

Mike Sherman

President & CEO

 

Date: __3-2-2017______             Date: _____2-23-17________

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

 

 

 

AMENDMENT #6

TO LICENSE AGREEMENT ID 2014-0052

 

Between Purdue Research Foundation and Endocyte, Inc.

THIS AMENDMENT, made and entered into this 22nd day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.

WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and

WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,

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

1.

The following Elected Eligible Disclosure is added to Schedule A of the Agreement for a Target under Section 1.20(ii).

 

Title of Elected Eligible Disclosure

[*]

PRF Reference Number of Elected Eligible Disclosure

[*]

Contributors of the Elected Eligible Disclosure

[*]

 

2.

The following Licensed Patents are added to Schedule A of the Agreement for a Target under Section 1.20(ii).

PRF Ref #

Title

App #

Inventors

Filing Date

Country

Status

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*]

[*}

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

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

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

 

Purdue Research FoundationEndocyte, Inc.

By: _____/s/ Brooke Beier_____By: __/s/ Mike Sherman___

Mike Sherman

President & CEO

 

Date: ____3-2-2017______Date: ___2-23-17____

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

 

 

 

AMENDMENT #7

TO LICENSE AGREEMENT ID 2014-0052

 

Between Purdue Research Foundation and Endocyte, Inc.

THIS AMENDMENT, made and entered into this 22nd day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.

WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and

WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,

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

 

1.

The following Elected Eligible Disclosure is added to Schedule A of the Agreement for a Target under Section 1.20(ii).

 

Title of Elected Eligible Disclosure

Design and Development of Neurokinin-1 Receptor Targeted Small Molecule Drug Conjugates on Cancers

PRF Reference Number of Elected Eligible Disclosure

66862

Contributors of the Elected Eligible Disclosure

P. Low and A. Kanduluru

 

 

 

 

 

 

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

2.

The following Licensed Patents are added to Schedule A of the Agreement for a Target under Section 1.20(ii).

 

PRF Ref #

Title

App #

Inventors

Filing Date

Country

Status

66862-01

Design and Development of Neurokinin-1 Receptor-Binding Agent Delivery Conjugates

62/035,423

Philip Low

Ananda K. Kanduluru

Aug. 9, 2014

United States (Provisional)

Converted

66862-02

Design and Development of Neurokinin-1 Receptor-Binding Agent Delivery Conjugates

62/035,427

Philip Low

Ananda K. Kanduluru

Aug. 9, 2014

United States (Provisional)

Converted

66862-03

Design and Development of Neurokinin-1 Receptor-Binding Agent Delivery Conjugates

PCT/US2015/44229

Philip Low

Ananda K. Kanduluru

Aug. 7, 2015

PCT

Published

 

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

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

 

Purdue Research FoundationEndocyte, Inc.

By: ___/s/ Brooke Beier______By: __/s/ Mike Sherman ______

Mike Sherman

President & CEO

 

Date: ____3-2-2017_____Date: ______2-23-17____

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

 

 

 

AMENDMENT #8

TO LICENSE AGREEMENT ID 2014-0052

 

Between Purdue Research Foundation and Endocyte, Inc.

THIS AMENDMENT, made and entered into this 22nd day of February 2017 (“Amendment Effective Date”) amends the Master License Agreement entered into and effective as of July 1, 2013 and all subsequent Amendments (hereinafter “Agreement”) between Purdue Research Foundation (hereinafter known as “PRF”) and Endocyte, Inc. (hereinafter known as “Endocyte”) with respect to the matters addressed in this Agreement.

WHEREAS, Purdue University continues to develop technologies and scientific advances in the laboratory of Professor Philip Low funded by Endocyte, Inc.; and

WHEREAS, Endocyte wishes to continue licensing such technologies and scientific advances under the Agreement,

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

 

1.

The following Elected Eligible Disclosure is added to Schedule A of the Agreement for a Target under Section 1.20(ii).

 

 

 

Title of Elected Eligible Disclosure

Targeting the Cholecystokinin-B/Gastrin Receptor for Imaging and Therapy of Receptor Expressing Cells

PRF Reference Number of Elected Eligible Disclosure

66125

Contributors of the Elected Eligible Disclosure

P. Low and C. Wayua

 

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

2.

The following Licensed Patents are added to Schedule A of the Agreement for a Target under Section 1.20(ii).

 

 

 

 

 

 

 

PRF Ref #

Title

App #

Inventors

Filing Date

Country

Status

66125.P1.US

Development of Targeted Agents for Cholecystokinin 2 Receptor Expressing Cancers

61/602,831

Philip S. Low

Charity Wayua

Feb. 24, 2012

United States (Provisional)

Converted

66125-02

Cholecystokinin B Receptor Targeting for Imaging and Therapy

PCT/US2013/027463

Philip S. Low

Charity Wayua

Feb. 22, 2013

PCT

Nationalized

66125-03

Cholecystokinin B Receptor Targeting for Imaging and Therapy

14/380,273

Philip S. Low

Charity Wayua

Aug. 21, 2014

United States (Non-provisional)

Pending

 

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

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

 

Purdue Research FoundationEndocyte, Inc.

By: ___/s/ Brooke Beier_By: ______/s/ Mike Sherman___

Mike Sherman

President & CEO

 

Date: ___3-2-2017______Date: __2-23-17___

 

[*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

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