NAVIDEA BIOPHARMACEUTICALS, INC. (NYSEMKT:NAVB) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth under Item 2.01 below is incorporated
into this Item 1.01 by reference.

On March 3, 2017, Navidea Biopharmaceuticals, Inc. (the Company)
entered into a Global Settlement Agreement with its subsidiary,
Macrophage Therapeutics, Inc. (Macrophage), Capital Royalty
Partners II L.P. and its affiliates (collectively, CRG), and
Cardinal Health 414, LLC (Cardinal Health 414) to effectuate the
terms of the settlement previously entered into by the parties on
February 22, 2017 in the interpleader action pending in Ohio. A
description of the material terms of the settlement is set forth
in the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 23, 2017, which
description is incorporated herein by reference.

In accordance with the Global Settlement Agreement, on March 3,
2017, the Company repaid $59 million (the Deposit Amount) of its
indebtedness and other obligations outstanding under the Term
Loan Agreement, dated as of May 8, 2015 (as amended, supplemented
or modified, the Loan Agreement), by and among, the Company,
Macrophage and CRG, and all other documents, instruments and
agreements entered into in connection therewith (collectively
with the Loan Agreement, the CRG Loan Documents). A description
of the material terms of the CRG Loan Documents is set forth in
the Companys Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 15, 2015, which description is
incorporated herein by reference. Cardinal Health 414 paid $3
million of the Deposit Amount as a prepayment of guaranteed
earnout payments that would have otherwise been payable to the
Company in the third year after closing of the Asset Sale (as
defined below) to the Asset Purchase Agreement dated as of
November 23, 2016 between the Company and Cardinal Health 414
(the Purchase Agreement). Such prepayment by Cardinal Health 414
does not affect its indemnification rights (and Cardinal Health
414 has the right to setoff its indemnification claims against
all future earnout payments) under the Purchase Agreement.
Concurrently with payment of the Deposit Amount, CRG released all
liens and security interests granted under the CRG Loan Documents
and the CRG Loan Documents were terminated and are of no further
force or effect; provided, however, that, notwithstanding the
foregoing, the Company and CRG agreed to continue with their
proceeding pending in The District Court of Harris County, Texas
to fully and finally determine the actual amount owed by the
Company to CRG under the CRG Loan Documents, as more fully
disclosed in the Companys Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 23, 2017,
which description is incorporated herein by reference. As part of
the settlement, the Ohio action was dismissed with prejudice,
except that the Companys rights to contest the actual amount owed
to CRG within the agreed upon parameters in the Texas action were
not affected. On March 3, 2017, Cardinal Health 414 posted a $7
million letter of credit, and on March 7, 2017, CRG posted a $12
million letter of credit, each as required by the Global
Settlement Agreement.

The foregoing description of the Global Settlement Agreement does
not purport to be complete, and is qualified in its entirety by
reference to the Global Settlement Agreement (and exhibits), a
copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive
Agreement.

The information set forth under Items 1.01 and 2.01 is
incorporated into this Item 1.02 by reference.

Item 2.01 Completion of Acquisition or Disposition of
Assets.

On March 3, 2017, to the Purchase Agreement, the Company
completed its previously announced sale to Cardinal Health 414 of
its assets used, held for use, or intended to be used in
operating its business of developing, manufacturing and
commercializing a product used for lymphatic mapping, lymph node
biopsy, and the diagnosis of metastatic spread to lymph nodes for
staging of cancer (the Business), including the Companys
radioactive diagnostic agent marketed under the Lymphoseek
trademark for current approved indications by the U.S. Food and
Drug Administration (FDA) and similar indications approved by the
FDA in the future (the Product), in Canada, Mexico and the United
States (the Territory) (giving effect to the License-Back
described below and excluding certain assets specifically
retained by the Company) (the Asset Sale). Such assets sold in
the Asset Sale consist primarily of, without limitation, (i)
intellectual property used in or reasonably necessary for the
conduct of the Business, (ii) inventory of, and customer,
distribution, and product manufacturing agreements related to,
the Business, (iii) all product registrations related to the
Product, including the new drug application approved by the FDA
for the Product and all regulatory submissions in the United
States that have been made with respect to the Product and all
Health Canada regulatory submissions and, in each case, all files
and records related thereto, (iv) all related clinical trials and
clinical trial authorizations and all files and records related
thereto, and (v) all right, title and interest in and to the
Product, as specified in the Purchase Agreement (the Acquired
Assets).

In exchange for the Acquired Assets, Cardinal Health 414 (i) made
a cash payment to the Company at closing of approximately $80.6
million after adjustments based on inventory being transferred
and an advance of $3 million of guaranteed earnout payments as
part of the CRG settlement described in Item 1.01 above, (ii)
assumed certain liabilities of the Company associated with the
Product as specified in the Purchase Agreement, and (iii) agreed
to make periodic earnout payments (to consist of contingent
payments and milestone payments which, if paid, will be treated
as additional purchase price) to the Company based on net sales
derived from the purchased Product subject, in each case, to
Cardinal Health 414s right to off-set. In no event will the sum
of all earnout payments, as further described in the Purchase
Agreement, exceed $230 million over a period of ten years, of
which $20.1 million are guaranteed payments for the three years
immediately after closing of the Asset Sale. At the closing of
the Asset Sale, $3 million of such earnout payments were advanced
by Cardinal Health 414 to the Company, and paid to CRG as part of
the Deposit Amount paid to CRG described in Item 1.01 above.

In addition to payment of the Deposit Amount to CRG set forth in
Item 1.01 above, the Company repaid to Platinum Partners Credit
Opportunities Master Fund, LP (PPCO) an aggregate of
$7,714,109.47 in partial satisfaction of the Companys
liabilities, obligations and indebtedness under that certain Loan
Agreement, dated July 25, 2012 (as amended on June 25, 2013,
March 4, 2014, May 8, 2015 and otherwise) by and between the
Company and Platinum-Montaur Life Sciences, LLC
(Platinum-Montaur), which, to the extent of such payment, were
transferred by Platinum Montaur to PPCO. The Company was informed
by Platinum Partners Value Arbitrage Fund LP (PPVA) that it was
the owner of the balance of the Platinum Montaur loan. Such
balance was due upon closing of the Asset Sale but withheld by
the Company and not paid to anyone as it is subject to competing
claims of ownership by both Michael Goldberg, the Companys Chief
Executive Officer, and PPVA.

Upon closing of the Asset Sale, the Supply and Distribution
Agreement, dated November 15, 2007 (as amended, the Supply and
Distribution Agreement), between Cardinal Health 414 and the
Company was terminated and, as a result, the provisions thereof
are of no further force or effect (other than any
indemnification, payment, notification or data sharing
obligations which survive the termination). At the closing of the
Asset Sale, Cardinal Health 414 paid to the Company $1.2 million,
as an estimate of the accrued revenue sharing payments owed to
the Company as of the closing date, net of prior payments.

In connection with the closing of the Asset Sale, the Company
entered into a License-Back Agreement (the License-Back) with
Cardinal Health 414. to the License-Back, Cardinal Health 414
granted to the Company a sublicensable (subject to conditions)
and royalty-free license to use certain intellectual property
rights included in the Acquired Assets (as defined below) and
owned by Cardinal Health 414 as of the closing of the Asset Sale
to the extent necessary for the Company to (i) on an exclusive
basis, subject to certain conditions, develop, manufacture,
market, sell and distribute new pharmaceutical and other products
that are not Competing Products (as defined in the License-Back),
and (ii) on a non-exclusive basis, develop, manufacture, market,
sell and distribute the Product (as defined below) throughout the
world other than in the Territory. Subject to the Companys
compliance with certain restrictions in the License-Back, the
License-Back also restricts Cardinal Health 414 from using the
intellectual property rights included in the Acquired Assets to
develop, manufacture, market, sell, or distribute any product
other than the Product or other product that (a) accumulates in
lymphatic tissue or tumor-draining lymph nodes for the purpose of
(1) lymphatic mapping or (2) identifying the existence, location
or staging of cancer in a body, or (b) provides for or
facilitates any test or procedure that is reasonably
substitutable for any test or procedure provided for or
facilitated by the Product. to the License-Back and subject to
rights under existing agreements, Cardinal Health 414 was given a
right of first offer to market, sell and/or market any new
products developed from the intellectual property rights licensed
by Cardinal Health 414 to the Company by the License-Back.

As part of the Asset Sale, the Company and Cardinal Health 414
also entered into ancillary agreements providing for transitional
services and other arrangements. The Company amended and restated
its license agreement with The Regents of the University of
California (San Diego) (UCSD) to which UCSD grants a license to
the Company to exploit certain intellectual property rights owned
by UCSD and, separately, Cardinal Health 414 entered into a
license agreement with UCSD to which UCSD granted a license to
Cardinal Health 414 to exploit certain intellectual property
rights owned by UCSD for Cardinal Health 414 to sell the Product
in the Territory.

to the Purchase Agreement, the Company granted to each of
Cardinal Health 414 and UCSD a five (5)-year warrant to purchase
up to 10 million shares and 1 million shares, respectively, of
the Companys common stock, par value $.001 per share, at an
exercise price of $1.50 per share, each of which warrant is
subject to anti-dilution and other customary terms and
conditions.

Prior to the Asset Sale, the Company had no material
relationships with Cardinal Health 414 or its affiliates except
that Cardinal Health 414 was the Companys primary distributor of
the Product throughout the United States to the Supply and
Distribution Agreement which, as set forth above, was terminated
as of the closing of the Asset Sale.

The foregoing description of the Purchase Agreement, the
License-Back, the Warrants and the UCSD License Agreement does
not purport to be complete and is qualified in its entirety by
reference to such documents attached hereto as Exhibits 10.2
through 10.6, and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity
Securities.

to the Purchase Agreement, the Company granted to each of
Cardinal Health 414 and UCSD a five (5)-year warrant to purchase
up to 10 million shares and 1 million shares, respectively, of
the Companys common stock, par value $.001 per share, at an
exercise price of $1.50 per share, each of which warrant is
subject to anti-dilution and other customary terms and
conditions. The Company relied on the exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended, for
the issuance of the warrants.

Item 9.01 Financial Statements and Exhibits.

The unaudited pro forma condensed consolidated balance sheet of
the Company as of September 30, 2016 and the unaudited pro forma
condensed consolidated statements of operations of the Company
for the nine months ended September 30, 2016 and for the years
ended December 31, 2015 and December 31, 2014 have been
previously filed in the Companys Definitive Proxy Statement filed
with the Securities and Exchange Commission on February 8, 2017
and are incorporated herein by reference.

About NAVIDEA BIOPHARMACEUTICALS, INC. (NYSEMKT:NAVB)

Navidea Biopharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of precision immunodiagnostic agents and immunotherapeutics. The Company is developing multiple precision-targeted products based on the Manocept platform to help identify the sites and pathways of undetected disease. The Manocept platform is predicated on the ability to specifically target the CD206 mannose receptor expressed on activated macrophages. NAV5001 is an iodine-123 (I-123) radiolabeled single-photon emission computed tomography (SPECT) imaging agent being developed as an aid in the diagnosis of Parkinson’s disease (PD) and other movement disorders, with potential use as a diagnostic aid in dementia. NAV4694 is a fluorine-18 (F-18) radiolabeled positron emission tomography (PET) imaging agent being developed as an aid in the diagnosis of patients with signs or symptoms of Alzheimer’s disease (AD) and mild cognitive impairment (MCI).

NAVIDEA BIOPHARMACEUTICALS, INC. (NYSEMKT:NAVB) Recent Trading Information

NAVIDEA BIOPHARMACEUTICALS, INC. (NYSEMKT:NAVB) closed its last trading session down -0.052 at 0.667 with shares trading hands.