REAL ESTATE PURCHASE AND SALE AGREEMENT

Exhibit 10.84

REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS AGREEMENT is made on the 10^th day of September, 2015, by and between:

SELLER: THE PORT OF BENTON, a municipal corporation of the State of Washington, hereinafter (“Seller”).

PURCHASER: ISORAY MEDICAL, INC, a Delaware corporation, hereafter (“Purchaser”).

The Seller agrees to sell, and the Purchaser agrees to purchase, upon the terms and conditions herein specified, the Property in Richland, Benton County, State of Washington, more particularly described on Exhibit 1, hereafter referred to as the “Property”, containing 4.20 acres (182,903 square feet), more or less, including rights appurtenant thereto.

1.         PURCHASE PRICE. The Purchase Price is One Hundred Sixty Eight Thousand Dollars ($168,000.00) payable in cash at the time of Closing, as defined below.

2.         EARNEST MONEY. Upon the execution of this Agreement, the Purchaser shall deliver to the Seller a cashier’s check in the amount of $25,000.00 payable to Tri-City Title & Escrow Co. (the “Closing Agent”) as Earnest Money to be applied to the Purchase Price at the time of Closing. At the time of the Closing the Earnest Money shall be applied to the Purchase Price. In the event, the Purchaser elects to terminate this Agreement prior to the expiration of the Contingency Period provided in Section 3 below, then the Earnest Money shall be refunded to the Purchaser less any costs paid by the Seller pursuant to the terms of this Agreement. If the Purchaser fails to close the purchase of the Property for any other reason, other than a breach of this Agreement by the Seller, the Earnest Money shall be retained by the Seller.

3.         FEASIBILITY CONTINGENCY. After Purchaser receives written notice of the formal approval of this sale by the Port of Benton Commission, the Purchaser shall have sixty (60) days to complete a feasibility study of all aspects of the Property, including the feasibility of the Property for the Purchaser’s purposes (“Feasibility Period”). In the event the Purchaser shall determine, in Purchaser’s sole discretion, not to proceed with the purchase of the Property, this Agreement shall terminate upon the delivery of written notice to the Seller. If the Purchaser does not deliver a written notice of termination to the Seller on or before the expiration of the Feasibility Period, this contingency shall be deemed to have been waived.

3.1         Purchaser may conduct such investigations, studies and tests as it deems necessary or appropriate for Purchaser’s proposed development and use of the Property. The Seller shall cooperate with the Purchaser in the performance of the investigations, studies and tests. Purchaser shall repair any damage to the Property and shall restore the Property to its original condition after any investigations, studies or tests caused by the Purchaser or its agents or independent contractor. The Purchaser shall indemnify and hold the Seller harmless from and against any costs, expenses, losses, damages, liabilities, attorney fees, including any mechanics liens incurred or sustained by the Seller as a result of the Purchaser’s activities or the actions of its agents.

4.         CONDITION OF TITLE. Title is to be free of all encumbrances or defects. Rights reserved in federal patents or state deed, building or use restrictions general to the area, existing easements not inconsistent with Purchaser’s intended use, and building or zoning regulations or provisions shall not be deemed encumbrances or defects. Encumbrances to be discharged by Seller may be paid out of purchase money at date of Closing.

This conveyance is also subject to the following covenants and restrictions, and these covenants and restrictions shall run with the land and shall be binding upon the Grantees, their transferees, successors and assigns.

A.         The Purchaser has submitted to the Seller a Development Plan for the Property, a copy of which is attached hereto as Exhibit 2. The Development Plan specifies the Purchaser’s development and use the Property, for ten (10) years after the date of Closing. The provisions of the Development Plan will be incorporated into the Deed and will survive the Closing. The requirements of the Development Plan will expire ten (10) years from date of Closing.

B.         Form of Conveyance. Conveyance shall be by Statutory Warranty Deed, in the form attached hereto as Exhibit 3.

C.         This conveyance will be subject to the Protective Covenants for the Port of Benton Technology and Business Campus, a copy of which are attached hereto as Exhibit 4.

D.          The conveyance is subject to the Permitted Exceptions.

5.             TITLE INSURANCE. Within thirty (30) days after the date this Agreement is signed by the parties, Seller, at Seller’s expense, shall cause the title insurance company to deliver to Purchaser a preliminary commitment for title insurance (“Preliminary Report”) showing the condition of the title to the Property, together with copies of all Exceptions listed therein.

5.1          Purchaser shall have ten (10) days after its receipt of the Preliminary Report to review the report and to notify the Seller, in writing, of Purchaser’s objections to any Exceptions shown in the Preliminary Report. Those special exceptions not objected to by Purchaser within ten days will be deemed to be acceptable to the Purchaser (the “Permitted Exceptions”).

5.2          If the Purchaser notifies Seller of its objections to any Exceptions, Seller will have seven (7) days after receiving such notice to give Purchaser a written notice stating whether Seller will remove any or all of the Exceptions which have been objected to by Purchaser. If Seller fails to provide a written notice to Purchaser within seven days, the Seller will be deemed to have elected not to remove the objectionable Exceptions.

5.3         Within five (5) days after receiving the Seller’s written notice or within five (5) days after the expiration of the seven day period if the Seller does not respond, Purchaser shall by written notice to the Seller, elect whether to purchase the Property subject to the objectionable Exceptions that will not be removed by the Seller. If the Purchaser elects not to purchase the Property subject to the objectionable Exceptions, this Agreement shall terminate and the Earnest Money shall be repaid to the Purchaser. If the Purchaser elects to proceed with the purchase, the objectionable Exceptions shall be deemed to have been accepted by the Purchaser and shall become Permitted Exceptions.

5.4         In the event that, after the date of the Preliminary Report, any new items appear of record, Closing Agent shall cause the title company to deliver to the Purchas a supplemental Preliminary Report (“Supplemental Report”) together with copies of all title exceptions described therein. Purchaser shall have ten (10) Business Days or until the Closing Date, whichever occurs first, to give written notice to the Seller (“Objection Notice”) disapproving any items contained in the Supplemental Report and identifying items disapproved in Purchaser’s sole discretion. If Purchaser delivers an Objection Notice, Seller may remove the disapproved items on or before Closing. If the Seller does not remove the disapproved items, then the Purchaser may elect not to close the purchase and the Earnest Money shall be returned to the Purchaser.

5.5          At Closing, Seller shall furnish to Purchaser an American Land Title Association standard form Owner’s or Purchaser’s Policy of Title Insurance in the amount of the Purchase Price. The title policy to be issued shall contain no exceptions other than those provided in said standard form plus the Permitted Exceptions. If title is not insurable as above provided and cannot be made so insurable by Termination Date set forth in Section 6.9, this Agreement shall terminate; provided however, that Purchaser may waive defects in writing and elect to purchase the Property.

6.            SELLER’S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to Purchaser, which representations and warranties shall survive the Closing, the following:

(a)         Seller is the owner of marketable title to the Property or is otherwise duly authorized to enter into this transaction.

(b)         Seller has received no notice of any condemnation proceedings affecting the Property, or of proceedings to change the zoning, use or occupancy of the Property.

(c)         Except for the representations and warranties contained in this Agreement, the Property is being sold in its present conditions, “as is”.

(d)         Seller’s Property is not represented by any real estate brokers or representative; therefore no commission or fee for this transaction shall be paid by Seller.

7.            CLOSING OF SALE.

(a)         Time of Closing - Termination Date. After this sale has been approved by the Port of Benton Commission, the sale shall be closed (the “Closing”) in the office of the Closing Agent, within sixty (60) days after preliminary commitment for title insurance policy is delivered showing title insurable, as above provided, but in any event not later than October 30, 2015 upon which date this agreement shall terminate.

(b)         Closing Agent. For purposes of this Agreement, “Closing Agent” shall be Tri-City Title & Escrow Company, or such other party which is mutually acceptable to the parties.

(c)         Responsibilities of Parties. The Purchaser and Seller shall deposit with the Closing Agent all instruments, documents and monies necessary to complete the sale in accordance with this Agreement.

(d)         Allocation of Closing Costs. Seller shall pay the real estate excise tax, if any, the title insurance premium, and one-half of the Closing escrow fees. The Purchaser shall pay one-half of the Closing escrow fees and recording costs. Each party shall pay its own attorney fees.

(e)         Items to be Prorated. Taxes for the current year and assessments shall be prorated as of date of Closing.

8.           POSSESSION. Seller shall deliver possession to Purchaser on the date of Closing.

9.           DEFAULT. If either party defaults (that is, fails to timely perform the acts required of it) in its contractual performance herein, the non-defaulting party may seek specific performance pursuant to the terms of this Agreement, damages, or rescission.

10.         ATTORNEYS’ FEES. If either party hereto is required to retain an attorney to enforce any provision of this Agreement, the non-defaulting party shall be entitled to reasonable attorneys’ fees regardless of whether the matter proceeds to judgment or is resolved by defaulting party curing default.

11.         INTEGRATION/TIME/MODIFICATION. There are no other verbal or other agreements which modify or affect this Agreement. Time is of the essence of this Agreement. All subsequent modifications or waivers of any condition of this Agreement shall be in writing and signed by the appropriate parties.

12.         EFFECTIVE DATE - TERMINATION. This Agreement shall be effective on the date last executed by the parties hereto. In the event all parties have not executed this Agreement on or before September 9, 2015, this agreement shall automatically terminate and any earnest money or fees shall be promptly refunded to Purchaser.

13.          EXHIBITS. The following exhibits are attached hereto and made a part of this Agreement by reference.

EXHIBIT 1

Legal Description

TECHNOLOGY & BUSINESS CAMPUS

4.20 Acres

SECTION 23, TOWNSHIP 10 NORTH, RANGE 28 EAST, QUARTER NE:

SHORT PLAT #3453, LOT 1 RECORDED IN VOLUME 1 OF SHORT PLATS, AT PAGE 3453, RECORDS OF BENTON COUNTY, WASHINGTON UNDER AUDITOR’S FILE NUMBER 2014-033549, DATED DECEMBER 30, 2014.

CONSISTING OF 4.20 ACRES (182,903 SQUARE FEET)

TOGETHER WITH AND SUBJECT TO EASEMENTS, RIGHTS-OF-WAY, COVENANTS, RESERVATIONS AND RESTRICTIONS OF RECORD AND IN VIEW.

EXHIBIT 2

IsoRay Medical Inc.

Development Plan

Isoray Medical, Inc., a Delaware corporation, (hereinafter “Isoray”) proposes to purchase approximately 4.20 acres of real property described on Exhibit 1 to the Real Estate Purchase and Sale Agreement (hereafter “Property”) currently owned by the Port of Benton, a Washington municipal corporation (hereafter “Port”). This document sets forth the manner in which the property will be utilized and developed by Isoray.

Isoray agrees this Development Plan will be binding upon Isoray and its successors in title for a period of ten (10) years following the conveyance of the Property to Isoray by the Port and will be a covenant running with the land.

EXHIBIT 4

Technology & Business Campus

Protective Covenants

PROTECTIVE COVENANTS

FOR THE PORT OF BENTON

TECHNOLOGY AND BUSINESS CAMPUS

THE PORT OF BENTON, a municipal corporation of the State of Washington, hereafter referred to as “Port” is the owner of the Technology and Business Campus situated in the City of Richland, Benton County, Washington, legally described in Exhibit 1, hereafter referred to as the “Property”. The Port hereby adopts the following Protective Covenants for the Property.

IN WITNESS WHEREOF, the Port of Benton has adopted these Protective Covenants on this 19th day of March, 2003.