exv10w6






Exhibit 10.6




LEASE AGREEMENT





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”).



WITNESSETH:



NOW, THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows:





	 	1.	 	Leased Premises. Landlord hereby leases to Tenant, and Tenant hereby
accepts in an “as is” condition and leases from Landlord, that storage space located
at [*] (such space hereinafter referred to as the “Leased Premises”). Tenant is
hereby granted the non-exclusive right to use the walkways, and drive.
	 
	 	2.	 	Term. The term of this Lease shall be for a period of three (3)
years, commencing May 1, 2008, and continuing until April 30,
2011.
	 
	 	3.	 	Rental. That the Tenant shall pay as rent for the leased premises
the sum of $775.00 (Seven-hundred and seventy-five dollars) per month beginning
May 1, 2008, which rent shall be due on the first of each month. The rent shall
be paid to Landlord without notice or demand and without abatement, deduction or
set-off, except as herein otherwise provided. Rent shall increase to $875.00 per
month for any rent received after the 3rd of the month due or for which a
defficient check is given. Rent shall increase three percent per year effective May
1st 2009 and increasing on May 1st of each year.
	 
	 	 	 	Renewal This lease shall automatically renew every three year period, but
may be terminated by either party giving notice to the other in writing 120 days
prior to the end of the three year lease period. All rental checks shall be made
payable to 2639 Executive Building LLC and shall be sent to 2639 Yeager Road, West
Lafayette, Indiana 47906.
	 
	 	4.	 	Use of Leased Premises. Tenant shall use the Leased Premises for the
purpose of storage. IT IS AGREED THAT NO SMOKING SHALL BE PERMITTED IN THE LEASED
PREMISES OR WITHIN THE BUILDING OF WHICH IT IS A PART.
	 
	 	5.	 	Signs and Lights. Tenant shall not construct or place sign, exterior
lighting, or other structures projecting from the exterior of the Leased Premises or
the








			
	 	 	CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.





 









 











	 	 	 	building without the written consent of the Landlord. At expiration or
termination of this Lease, Tenant shall remove all signs or other structures at
Tenant’s expense, and shall repair any damage caused by such removal.
	 
	 	6.	 	Repair and Maintenance. Tenant shall, at Tenant’s sole cost and
expense, repair and maintain the Leased Premises in excess of ordinary wear and tear.
	 
	 	 	 	The Landlord shall at all times during the term of the Lease maintain and repair
the building of which the Leased Premises are a part, and shall also maintain and
repair the common areas, including the sidewalks, drive and parking area.
	 
	 	7.	 	Alterations. Tenant shall make no alterations, improvements, or
changes to the Leased Premises without the prior written consent of the Landlord. Any
authorized alterations, improvements or changes shall be at the expense of the Tenant
and shall become the property of the Landlord and remain on the Leased Premises at
expiration or termination of this Lease.
	 
	 	 	 	Tenant shall be permitted to replace keyed entry and have sole access to leased
premises. A key shall be provided to the Landlord if locks are changed. Landlord
upon notification shall have the right to enter the leased premises to check
maintenance of area, to show property to insurance or lending representative, or
for emergencies. This will be done in a manner so as not to interfere with
research conditions.
	 
	 	8.	 	Indemnification and Liability Insurance. Landlord and their agents
and employees shall have no liability to Tenant for any injury or damages to Tenant,
his agents, employees, clients or customers, or to any property of tenant regardless
of the cause. Tenant covenant to indemnify and save Landlord, their agents and
employees harmless from and against any and all liability, damages, expenses, fees,
penalties, actions, cause of actions, suits, costs, claims or judgments arising from
injury or death during the term of this Lease to any persons or property in or about
the Leased Premises from any cause whatsoever. Tenant shall procure and maintain
during the term of this Lease public liability and property damage insurance with
respect to the Leased Premises and Tenant’s use and occupancy thereof, insuring
Landlord and Tenant from all causes, including their own negligence, naming Landlord
as an additional insured and having minimum limits of liability of $1,000,000. Such
policy shall contain a clause that the insurer will not cancel or change the insurance
without first giving Landlord and Tenant thirty (30) days prior written notice.
Tenant shall deliver to Landlord a copy of the policy or a certificate of insurance
maintained pursuant to this paragraph. If Tenant fails




 









 












	 	 	 	to procure such insurance, Landlord may at their option procure the same for Tenant
and Tenant thereof shall pay the cost to Landlord as additional rent as billed.
	 
	 	9.	 	Casualty Insurance. Tenant shall be liable to Landlord for the cost
of repairing any damage to the Leased Premises or to the building of which it is a
part caused by the act of neglect of Tenant, his agents, employees or invitees, to the
extent such damage is not insured or insurable by Landlord under standard fire and
extended coverage insurance policies containing customary deductible provisions.
	 
	 	10.	 	Damage or Destruction. If fifty percent (50%) or more of the Leased
Premises are damaged or made untenantable by fire or other casualty and Landlord
elects not to restore it, then Landlord may, by written notice to Tenant given within
thirty (30) days after the date of such casualty, terminate this Lease. Landlord
shall be under no duty or obligation to repair, restore or rebuild the same. Such
termination shall become effective as of the date of the casualty if the Leased
Premises are untenantable, otherwise as of a date thirty days following the service of
the notice of lease termination. Unless this Lease is terminated as hereinabove
provided, Landlord shall restore all damaged portions of the Leased Premises at
Landlord’s expense with reasonable promptness except for Tenant’s improvements, which
shall be restored at the expense of the Tenant. In the event of termination of this
Lease, rent shall be prorated on a per diem (30-day month) basis and paid only to
effective date of such termination. If the Leased Premises are untenantable but this
Lease is not terminated, all rent shall abate from the casualty date until the Leased
Premises are substantially restored and reasonably accessible for occupancy by Tenant,
if part of the Leased Premises are untenantable, rent shall be prorated on a per diem
basis and apportioned in accordance with the part of the Leased Premises which is
usable by tenant until the damaged part is ready for Tenant’s occupancy. In all
cases, due allowance shall be made for reasonable control. Landlord shall have no
duty to repair, restore, or replace Tenant improvements, including but not limited to
wall and floor coverings, light fixtures, built-in cabinets and bookshelves, and to
the contrary in this Lease, Tenant shall not have the right to terminate this Lease
and rental shall in not event abate if the casualty was caused by the act or neglect
of Tenant or his employees, agents or invitees.
	 
	 	11.	 	Utilities and Janitorial Service. Tenant shall be responsible for
all utilities including, but not limited to heating, cooling and electrical for the
Leased Premises. Tenant shall remove all waste materials from leased premises. Waste
will be disposed of off site of Executive Building LLC property.
	 
	 	12.	 	Real Estate Taxes. Landlord shall pay all real estate taxes for the
Leased Premises and the building of which the Leased Premises are a part.




 









 












	 	13.	 	Assignment and Subletting. Tenant shall not assign this Lease nor
any rights hereunder nor sublet the Leased Premises, in whole or in part, nor allow
any other person to occupy or use the leased Premises.
	 
	 	14.	 	Events of Default by Tenant. The occurrence of any one or more of
the following events constitutes a default (“Default”) by Tenant under this Lease:






	 	a)	 	Failure by Tenant to pay any installment of rent when the
same is due and the failure continues for five (5) days;
	 
	 	b)	 	Failure by Tenant to pay, within ten (10) days after written
notice from Landlord, any other sums due and payable from Tenant to Landlord
under this lease.
	 
	 	c)	 	Failure by Tenant to cure forthwith, promptly after receipt
of notice from Landlord, any hazardous condition which Tenant has created in
violation of law or of this Lease;
	 
	 	d)	 	Failure by Tenant to observe or perform any other covenant,
term or condition of this Lease if such failure continues for thirty (30) days
after written notice to Tenant by Landlord, unless the nonobservance of
nonperformance is of a nature that it cannot be corrected in thirty days wand
Tenant has commenced observance or performance and is pursuing it with
diligence;
	 
	 	e)	 	The levy upon under execution or the attachment by legal
process or the leasehold interest of Tenant, or the filing or creation of a
lien in respect of such leasehold interest which Tenant does not discharge
within thirty days;
	 
	 	f)	 	Failure by Tenant to observe or perform any of the covenants
in respect to assignment and subletting;
	 
	 	g)	 	Tenant vacates or abandons the Leased Premises;
	 
	 	h)	 	Tenant becomes insolvent or bankrupt or admits in writing his
inability to pay his debts as they mature, or makes an assignment for the
benefit or creditors, or applies for or consents to the appointment of a
trustee or receiver for Tenant or the major part of his property;
	 
	 	i)	 	A trustee or receiver is appointed for Tenant or for the
major part of its property and is not discharged within thirty days after such
appointment;
	 
	 	j)	 	Any proceedings for relief under any bankruptcy law, or
similar law for relief of debtors, are instituted by or against Tenant, and,
if instituted




 









 












	 	 	 	against Tenant, are allowed against him or are consented to by him, or are not
dismissed within sixty days after such institution.






	 	15.	 	Landlord’s Remedies Upon Default. Upon the occurrence of any Default
by Tenant, Landlord shall have the rights and remedies hereinafter set forth, which
shall be distinct, separate and cumulative and shall not operate to exclude or deprive
Landlord of any other right or remedy allowed them by law.






	 	a)	 	Landlord may terminate this Lease by giving written notice of
Landlord’s intention so to do, in which event the term shall end, and all
right, title and interest of the Tenant hereunder shall expire on the date
stated in such notice;
	 
	 	b)	 	Landlord may terminated the right of Tenant to possession of
the Leased Premises without terminating this Lease by giving written notice to
Tenant that Tenant’s right of possession shall end on the date stated in such
notice, whereupon the right of Tenant to possession of the Leased Premises or
any part thereof shall cease on the date stated in such notice; and
	 
	 	c)	 	Landlord may enforce the provisions of this Lease and may
enforce and protect the rights of Landlord hereunder by a suit or suits in
equity or at law for the specific performance of any covenant or agreement
contained herein, or for the enforcement of any other appropriate legal or
equitable remedy, including recovery of all monies due or to become due from
Tenant under any of the provisions of this Lease.






If the Landlord exercises either of the remedies provided in subparagraphs (a) and (b) of
this paragraph, Tenant shall surrender possession and vacate the Leased Premises
immediately and deliver possession thereof to Landlord, and Landlord may then or at any
time thereafter re-enter and take complete license so to do being hereby granted to
Landlord, and Landlord may remove all occupants and property therefrom, using such force as
may be necessary, without being deemed in any manner guilty of trespass, eviction or
forcible entry and detainer and without relinquishing Landlord hereunder of by operation of
law.




If the Landlord terminates the right of Tenant to possession of the Leased Premises without
terminating this Lease, such termination of possession shall not release Tenant, in whole
or part, from Tenant’s obligation to pay the rental hereunder for the full lease term, and
the aggregate amount of the base rent for the period from the date stated in the notice
terminating possession to the end of the term of this Lease shall at once mature and be
immediately due and payable by tenant to Landlord, together with any and all other monies
due hereunder, and Landlord shall have the right to immediate recovery of all such amounts.
In addition, Landlord shall have the right, from time to time, to recover from Tenant, and
Tenant shall remain liable for, all additional rent and any other sums thereafter accruing
as they become due under



 









 






this Lease during the period from the date of such notice of termination of possession to
the stated end of the term of this Lease. Landlord may make repairs, alterations and
additions in or to the Leased Premises and redecorate the same to the extent deemed by
Landlord necessary or desirable and in connection therewith change the locks, and Tenant
shall upon demand pay the cost thereof together with Landlord’s expenses of reletting.
Landlord may collect the rents from any such reletting and apply the same first to the
payment of the expenses of re-entry, redecoration, repairs and alterations and the expenses
of reletting and second to the payment of rental herein provided to be paid by Tenant, and
any excess or residue shall operate only as an offsetting credit to be paid by Tenant, if
any, shall not be deemed to give Tenant any right, title or interest in or to such excess
or residue and any such excess or residue shall belong to Landlord solely; provided, that
in no event shall Tenant be entitled to a credit on its indebtedness to Landlord in excess
of the aggregate such which would have been paid by Tenant for the period for which the
credit to Tenant is being determined, had no Default occurred. No such re-entry or
repossession, repairs, alterations and additions, or reletting shall be construed as
eviction or ouster of Tenant or shall operate to release Tenant in whole or in part from
any of Tenant’s obligations hereunder; and Landlord may, at any time, sue and recover
judgment for nay deficiencies from time to time remaining after the application, from time
to time, of the proceeds of any such reletting.




If this Lease is terminated by Landlord as provided for by subparagraph (a) of this
paragraph, Landlord shall be entitled to recover from Tenant all the fixed basic rent
accrued and unpaid for the period up to and including such termination date, as well as all
other additional sums payable by Tenant, or for which Tenant is liable or in respect of all
of which tenant has agreed to indemnify Landlord under any of the provisions of this Lease,
which may be then owing and unpaid, and all costs and expenses, including court costs and
attorney fees incurred by Landlord in the enforcement of (its) rights and remedies
hereunder; and in addition, Landlord shall be entitled to recover as damages an amount
equal to the remaining rents for the remainder of the term of this Lease, as an amount to
the remaining rents for the remainder of the term of this Lease, as well as all other
additional sums payable by Tenant, or for which Tenant is liable or in respect of which
Tenant had agreed to indemnify Landlord under any of the provisions of this Lease had this
Lease not been terminated. In addition, Landlord makes repairs, alterations and additions
in or to the Leased Premises and redecorate the same to the extent deemed by the Landlord
necessary or desirable and in connection therewith change the locks to the Leased Premises,
and Tenant shall be liable for the costs thereof. Landlord may collect the rents from any
reletting, if any, and apply the same first to the expenses of re-entry, redecoration,
repairs and alterations and the expenses of reletting, and second to the payment of rental
herein provided to be paid Tenant, and any excess or residue shall operate only as
offsetting credit against the amount of rental as the same thereafter becomes due and
payable hereunder, but Tenant shall have no right, title or interest in such excess or
residue and it shall belong to Landlord solely; provided, that in no event shall Tenant be
entitled to a credit on indebtedness to Landlord in excess of the aggregate sum which would
have been paid by Tenant for



 









 






the period for which the credit to Tenant is being determined, had no Default occurred.




	 	16.	 	Surrender of Premises. At the expiration of the term of this Lease,
Tenant shall peaceably deliver up to Landlord possession of the Leased Premises,
together with all improvements and additions upon, by whomsoever made except as
provided, in the same condition as received, ordinary wear and tear, condemnation, and
damage by casualty excepted. Upon termination of this Lease, Tenant shall, at
Tenant’s expense, remove all trade fixtures, office furniture and equipment installed
by Tenant, unless otherwise agreed to in writing by Landlord. Tenant shall also
repair any damage caused by such removal. Property not so removed shall be deemed
abandoned at the expiration of the term of the Lease by Tenant and title thereto shall
thereupon pass to Landlord. Tenant shall indemnify Landlord against any loss or
liability resulting from delay by Tenant in so surrendering the Leased Premises,
including without limitation, any claims made by any succeeding Tenant founded on such
delay.
	 
	 	17.	 	Holding Over. Any holding over after the expiration of this Lease
with the Consent of the Landlord shall be construed to be a tenancy from month to
month, at the same monthly rental and upon the same remaining terms of this Lease, so
far as applicable.
	 
	 	18.	 	Security Deposit. Tenant has deposited with Landlord the sum of
$775.00 Seven hundred and seventy-five dollars      , the receipt of which is
acknowledged by Landlord, as security for the full and faithful performance of each
term, provision, covenant, and condition of this Lease. In the event Tenant defaults
in respect of any of the terms, provision, covenants, or conditions hereof, including
but not limited to payment of rent, Landlord may use, apply, or retain the whole of
any part of such security for the payment of any rent in default or for any other sum
which Landlord may spend or be required to spend by reason of Tenant’s default. If
Tenant shall comply fully with the terms of this Lease, the security or any balance
thereof shall be returned to Tenant. Tenant shall not be entitled to any interest on
such security deposit. If Landlord sells the Leased Premises or the real estate of
which it is a part, Landlord may transfer or deliver the security, as such, to the
purchaser, and thereupon the Landlord shall be discharged from any further liability
in reference thereto.
	 
	 	19.	 	Waiver. The waiver by Landlord of any term, convenient, or condition
of this Lease shall be in writing, and a waiver or failure of the Landlord to take
action with respect to any breach of any term, convenient or condition shall not be
deemed to be a waiver of such term, covenant or condition herein contained. The
subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver
of any preceding breach by Tenant of any term, covenant, or condition of this Lease,
other than the failure of Tenant to any




 









 












	 	 	 	particular rental so accepted, regardless of Landlord’s knowledge of such preceding
breath at the time of acceptance of such rent.
	 
	 	20.	 	Notices. All notices required under this Lease shall be in writing
and given in person or sent certified mail, return receipt requested, as follows:






	 	a)	 	if to Landlord, at 2639 Yeager Road, West Lafayette, Indiana
47906.
	 
	 	b)	 	if to Tenant, at:




Endocyte

3000 Kent Avenue

Suite Al-100

West Lafayette, IN 47906





	 	 	 	or at such other address as may be given be either party in writing, in person by
certified mail. Notice, if made by certified mail, shall be deemed given on date
of postmark.
	 
	 	21.	 	Quiet Enjoyment. Landlord covenants that Tenant, upon payment of the
rental and performance of the terms and conditions of this Lease, shall peacefully and
quietly hold, occupy and enjoy the Leased Premises and drive and parking area
throughout the term hereof.
	 
	 	22.	 	Accord and Satisfaction. Landlord is entitled to accept, receive and
cash and deposit any payment made by Tenant for any reason or purpose or in any amount
whatsoever, and apply the same at Landlord’s option to any obligation of Tenant and
the same shall not constitute payment of any amount owed except that to which Landlord
has applied the same. No endorsement or statement on any check or letter of Tenant
shall be deemed an accord and satisfaction or otherwise recognized for any purpose
whatsoever. The acceptance of any such check or payment shall be without prejudice to
Landlord’s right to recover any and all amounts owed by Tenant hereunder and
Landlord’s right to pursue any other available remedy.
	 
	 	23.	 	Time of the Essence. Time is of the essence of this Lease, and of
each and every term, covenant, condition and provision hereof.
	 
	 	24.	 	Severability. If any term or provision of this Lease shall to any
extent be held invalid or unenforceable, the remaining terms and provisions of this
Lease shall not be affected thereby, but each term and provision of this Lease shall
be valid and enforceable to the fullest extent permitted by law.
	 
	 	25.	 	Costs and Expenses. Tenant shall pay costs and expenses, including
court costs and attorney’s fees, incurred by Landlord in enforcing any of the
obligations of this Lease or incurred by Landlord in any litigation, negotiation




 









 







	 	 	 	or transaction relating to, or arising out of, this Lease in which Landlord,
without fault, becomes involved or concerned.
	 
	 	26.	 	Binding Effect. This Lease shall be binding upon and insure to the
benefit of the parties hereto and their respective heirs, personal representatives,
successors and permitted assigns. If Tenant is more than one person, the liability of
each such person shall be joint and several.
	 
	 	27.	 	Entire Agreement. This Lease constitutes the entire agreement
between the parties and may not be modified except in writing, signed by both parties.
	 
	 	28.	 	Applicable Law. This Lease shall be construed and enforced in
accordance With the laws of the State of Indiana.
	 
	 	 	 	IN WITNESS WHEREOF, the parties have executed this instrument as of the date first
above written.





LANDLORD:



2639 Executive Building LLC




	 	 	 	 	 

	 
	 	 	 	 
	/s/ Lynn Strycker

	 	4/25/08	 	 
	 

Lynn Strycker

	 	 

Date
	 	 
	 
	 	 	 	 
	TENANT:
	 	 	 	 
	 
	 	 	 	 
	/s/ Mike Sherman
 

Mike Sherman

	 	4/25/08
 
Date
	 	 
	CFO, Endocyte