exv10w8






Exhibit 10.8




Lease Agreement



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”).




Witnesseth:



Now, Therefore, in consideration of the premises, the parties hereto covenant and agree as follows:





	 	1.	 	Leased Premises. Lessor hereby leases to Lessee, and Lessee hereby accepts
in an “as is” condition and leases from Lessor, that (office) space of approximately 19’7”
X 21’3” including [*] referred to as the Building at [*] (such office space hereinafter
referred to as the “Leased Premises”). Lessee is hereby granted the non-exclusive right
to use the walkways, drive, and other common facilities which are intended for common use
by tenants in the building, their customers, employees, agents and invitees, but subject
to the other terms of this Lease as to parking.
	 
	 	2.	 	Term. The term of this Lease shall be for a period commencing November
1, 2008 and continuing until October 31, 2011.
	 
	 	3.	 	Rental. That the Lessee shall pay as rent for the leased premises the sum of
Seven Hundred and Ninety-Five ($795.00) per month beginning
November 1, 2008 , which rent shall be due on the first of each month. The rent
shall be paid to Lessor without notice or demand and without abatement, deduction or
set-off, except as herein otherwise provided. Rent shall increase three percent (3%) per
year beginning November 1, 2009 and each November 1 thereafter. Lessee agrees to pay as a
late charge of $75.00 for any rents received after the 3rd of the month due by
Lessor. All rental checks shall be made payable to 2639 Executive Building LLC and shall
be sent to 2639 Yeager Road, West Lafayette, Indiana 47906.
	 
	 	 	 	Renewal. This lease will automatically renew itself for a three year period beginning on
November 1, 2011  at a rental rate to be increased by three (3%) per year,
but may be terminated by either party giving notice to the other in writing not less than
120 days prior to the expiration of the lease.
	 
	 	4.	 	Use of Leased Premises. Lessee shall use the Leased Premises for the purpose
of a
[*] and related activities and for no other purposes unless the written
consent of the owner is first obtained. 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. Lessee shall not construct or place signs, exterior
lighting, or other structures projecting from the exterior of the Leased Premises or the
building without
	 
	 	 	 	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.




 









 












	 	 	 	the written consent of the Lessor. At expiration or termination of this Lease,
Lessee shall remove all signs or other structures at Lessee’s expense, and shall repair any
damage caused by such removal.
	 
	 	6.	 	Repair and Maintenance. Lessee has inspected the Leased Premises and accepts
it as in a leaseeable and good condition. Lessee shall, at Lessee’s sole cost and
expense, repair and maintain the Leased Premises in excess of ordinary wear and tear. The
Lessor 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. Lessee shall make no alterations, improvements, or changes to
the Leased Premises without the prior written consent of the Lessor. Any authorized
alterations, improvements or changes shall be at the expense of the Lessee and shall
become the property of the Lessor and remain on the Leased Premises at expiration or
termination of this Lease.






	 	a)	 	Lessee shall be permitted to replace keyed entry and have sole
access to leased premises. Lessor upon notification shall have right to enter
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.
	 
	 	b)	 	Lessee shall be permitted to install a stainless steel sink in
place of utility sink.
	 
	 	c)	 	Lessee shall be permitted to install a fume hood system and an
HVAC system by Lafayette Heating and Cooling. System will be next to system
currently installed. All plans and specifications shall be approved in writing
by Lessor prior to any installation.
	 
	 	d)	 	Lessee shall be permitted to restrict natural light into room
by covering windows — the manner to be approved prior to installation. All
materials viewed from exterior are to be white.
	 
	 	e)	 	Lessee shall be permitted to seal off doorway leading into
Lessor’s adjoining space.
	 
	 	f)	 	All alterations permitted in items (a) through (e) shall be at
the expense of the Lessee and all permanently attached fixtures (i.e. furnace,
etc) shall remain intact with the property at termination of the lease.






	 	8.	 	Indemnification and Liability Insurance. Lessor and their agents and
employees shall have no liability to Lessee for any injury of damages to Lessee, his
agents, employees, clients or customers, or to any property of Lessor, their agents and
employees harmless from and against any and all liability, damages, expenses, fees,
penalties, actions, causes




 









 






	 	 	 	or actions, suits, costs, claims or judgments arising from injury during the term of this
Lease to any persons or property in or about the Leased Premises from any cause whatsoever.
Lessee shall procure and maintain during the term of this Lease public liability and
property damage insurance with respect to the Leased Premises and Lessee’s use and
occupancy thereof, insuring Lessor and Lessee from all causes, including their own
negligence, naming Lessor 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 Lessor and Lessee thirty (30) days prior written
notice. Lessee shall deliver to Lessor a copy of the policy or a certificate of insurance
maintained pursuant to this paragraph. If Lessee fails to procure such insurance, Lessor
may at their option procure the same for Lessee and Lessee thereof shall pay the cost to
Lessor as additional rent as billed.
	 
	 	9.	 	Casualty Insurance. All casualty or fire and extended coverage insurance
which may be carried by Lessor with respect to the building, including the Leased
Premises, or the property of the Lessor located therein, shall be endorsed with a clause
permitting waiver of rights of recovery prior to a loss so long as such clause is
available. Lessor waives all claims for recovery from Lessee for any loss is or could
have been insured by valid and collectible fire and extended coverage insurance policies
in standard form containing such a waiver of claims endorsement. Lessee shall be liable
to Lessor 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 Lessee, his agents, employees or
invitees, to the extent such damage is not insured or insurable by Lessor 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 unleaseable by fire or other casualty and Lessor elects not to restore
it, then Lessor may, by written notice to Lessee given within thirty (30) days after the
date of such casualty, terminate this Lease. Lessor 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 of the Leased Premises unleaseable, otherwise as of a date thirty
days following the service of the notice of lease termination. Unless this Lease is
terminated as hereinabove provided, Lessor shall restore all damaged portions of the
Leased Premises at Lessor’s expense with reasonable promptness except for Lessee’s
improvements, which shall be restored at the expense of the Lessee. 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 unleaseable
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
Lessee, if part of the Leased Premises are unleaseable, rent shall be prorated on a per




 









 






	 	 	 	diem basis and apportioned in accordance with the part of the Leased Premises which is usable by
Lessee until the damaged part is ready for Lessee’s occupancy. In all cases, due allowance
shall be made for reasonable control. Lessor shall have no duty to repair, restore, or
replace Lessee improvements, including but not limited to wall and floor coverings, light
fixtures, built-in cabinets and bookshelves, and to the contrary in this Lease, Lessee
shall not have the right to terminate this Lease and rental shall in not event abate if the
casualty was caused by the act of neglect of Lessee or his employees, agents or invitees.
	 
	 	11.	 	Utilities and Janitorial Service. Lessee shall pay for all their utilities.
Lessee shall pay for all charges for other utility services for the Leased Premises,
including telephone, and CAN (including meter deposits), and for any janitorial services.
Lessee shall remove all waste materials from leased premised twice a week. Waste will be
disposed of off-site of Executive Building LLC
	 
	 	12.	 	Real Estate Taxes. Lessor 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. Lessee shall not assign this Lease nor any rights
hereunder not sublet the Leased Premises, in whole or in part, nor allow any other person
to occupy or use the leased premises without the prior written consent of the Lessor. In
any event, Lessee shall remain fully liable to perform all of the terms and provisions of
this Lease.
	 
	 	14.	 	Events of Default by Lessee. The occurrence of any one or more of the
following events constitutes a default (“Default”) by Lessee under this Lease:






	 	a.	 	Failure by Lessee to pay any installment of rent when the same is due and the
failure continues for five (5 days);
	 
	 	b.	 	Failure by Lessee to pay, within ten (10) days after written notice from
Lessor, any other sums due and payable from Lessee to Lessor under this lease.
	 
	 	c.	 	Failure by Lessee to cure forthwith, promptly after receipt of notice from
Lessor, any hazardous condition which Lessee has created in violation of law of or
this Lease.
	 
	 	d.	 	Failure by Lessee to observe or perform any other covenant, term of condition
of this Lease if such failure continues for thirty (30) days after written notice to
Lessee by Lessor, unless the nonobservance of nonperformance is of a nature that it
cannot be corrected in thirty days and Lessee 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 Lessee, or the filing or creation of a lien in respect of such
leasehold interest which Lessee does not discharge within thirty days.




 









 






	 	f.	 	Failure by Lessee to observe or perform any of the covenants in respect to
assignment and subletting;
	 
	 	g.	 	Lessee vacates or abandons the Leased Premises;
	 
	 	h.	 	Lessee 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 Lessee or the
major part of his property;
	 
	 	i.	 	A trustee or receiver is appointed for Lessee 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 Lessee, and if instituted against
Lessee, are allowed against him or are consented to by him, or are not dismissed
within sixty days after such institution.






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






	 	a.	 	Lessor may terminate this Lease by giving written notice of Lessor’s
intention so to do, in which event the term shall end, and all right, title and
interest of the Lessee hereunder shall expire on the date stated in such notice;
	 
	 	b.	 	Lessor may terminate the right of Lessee to possession of the Leased Premises
without terminating this Lease by giving written notice to Lessee that Lessee’s right
of possession shall end on the date stated in such notice, whereupon the right of
Lessee to possession of the Leased Premises or any part thereof shall cease on the
date stated in such notice; and
	 
	 	c.	 	Lessor may enforce the provisions of this Lease and may enforce and protect
the rights of Lessor hereunder by a suit of 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 Lessee under any of the provisions of this Lease.




If the Lessor exercises either of the remedies provided in subparagraphs (a) and (b) of this
paragraph, Lessee shall surrender possession and vacate the Leased Premises immediately and deliver
possession thereof to Lessor, and Lessor may then or at any time thereafter re-enter and take
complete license so to do being hereby granted to Lessor, and Lessor 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 Lessor hereunder of
by operation of law.






 









 







If the Lessor terminates the right of Lessee to possession of the Leased Premises without
terminating this Lease, such termination of possession shall not release Lessee, in whole or part,
from Lessee’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 termination possession to
the end of the term of this Lease shall at once mature and be immediately due and payable by Lessee
to Lessor, together with any and all other monies due hereunder, and Lessor shall have the right to
immediate recovery of all such amounts. In addition, Lessor shall have the right, from time to
time, to recover from Lessee, and Lessee 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. Lessor may
make repairs, alterations and additions in or to the Leased Premises and redecorate the same to the
extent deemed by Lessor necessary or desirable and in connection therewith change the locks, and
Lessee shall upon demand pay the cost thereof together with Lessor’s expenses of reletting. Lessor
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 Lessee, and any excess of residue
shall operate only as an offsetting credit to be paid by Lessee, if any,, shall not be deemed to
give Lessee any right, title or interest in or to such excess or residue and any such excess or
residue shall belong to Lessor solely; provided, that in no event shall Lessee be entitled to a
credit on its indebtedness to Lessor in excess of the aggregate such which would have been paid by
Lessee for the period for which the credit to Lessee 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 Lessee or shall operate to release Lessee in whole or in part
from any of Lessee’s obligations hereunder; and Lessor may, at any time, sue and recover judgment
for any 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 Lessor as provided for by subparagraph (a) of this paragraph, Lessor
shall be entitled to recover from Lessee 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 Lessee,
or for which Lessee is liable or in respect of all of which Lessee has agreed to indemnify Lessor
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 Lessor in the enforcement of (its)
rights and remedies hereunder; and in addition, Lessor shall be entitled to recover as damages an
amount equal to the remaining rents for the remainder of the term of this Lease, as well as all
other additional sums payable by Lessee, or for which Lessee is liable or in respect of which
Lessee had agreed to indemnify Lessor under any of the provisions of this Lease had this Lease not
been terminated. In addition, Lessor makes repairs, alterations and






 









 







additions in or to the Leased Premises and redecorates the same to the extent deemed by the Lessor
necessary or desirable and in connection therewith change locks to the Leased Premises, and Lessee
shall be liable for the costs thereof. Lessor 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 Lessee, 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 Lessee shall have no right, title or
interest in such excess or residue and it shall belong to Lessor solely; provided, that in no event
shall Lessee be entitled to a credit on indebtedness to Lessor in excess of the aggregate sum which
would have been paid by Lessee for the period for which the credit to Lessee is being determined,
had no Default occurred.





	 	16.	 	Surrender of Premises. At the expiration of the term of this Lease, Lessee
shall peaceably deliver up to Lessor 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, Lessee shall, at Lessee’s expense, remove all
trade fixtures, office furniture and equipment installed by Lessee, unless otherwise
agreed to in writing by Lessor. Lessee 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 Lessee and title thereto shall thereupon pass to Lessor. Lessee shall
indemnify Lessor against any loss or liability resulting from delay by Lessee in so
surrendering the Leased Premises, including without limitation, any claims made by any
succeeding Lessee founded on such delay.
	 
	 	17.	 	Holding Over. Any holding over after the expiration of this Lease with the
Consent of the Lessor 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. Lessee has deposited with Lessor the sum of 
Six-Hundred and Fifty Dollars ($650.00)  the receipt of which is acknowledged by
Lessor, as security for the full and faithful performance of each term, provision,
covenant, and condition of this Lease. In the event Lessee defaults in respect of any of
the terms, provision, covenants, or conditions hereof, including but not limited to
payment of rent, Lessor 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 Lessor may spend or be
required to spend by reason of Lessee’s default. If Lessee shall comply fully with the
terms of this lease, the security or any balance thereof shall be returned to Lessee.
Lessee shall not be entitled to any interest on such security deposit. If Lessor sells the
Leased Premises or the real estate of which it is a part, Lessor may transfer or deliver
the security, as such, to the




 









 






	 	 	 	purchaser, and thereupon the Lessor shall be discharged from any further liability in
reference thereto.
	 
	 	19.	 	Waiver. The waiver by Lessor of any term, covenant, or condition of this
Lease shall be in writing, and a waiver or failure of the Lessor to take action with
respect to any breach of any term, covenant 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 Lessor shall not be deemed to be a waiver of any preceding breach by
Lessee of any term, covenant, or condition of this Lease, other than the failure of Lessee
to any particular rental so accepted, regardless of Lessor’s knowledge of such preceding
breach at the time of acceptance of such rent.
	 
	 	20.	 	Parking Area. The Lessor shall make available such common area for up to two (2)
vehicles of the Lessee and his employees, agents, customers and invitees as the Lessor
deems appropriate. Such persons shall have the non-exclusive right, in common with the
Lessor and all others to whom the Lessor has or may hereafter grant such right, to use
such areas, subject to such rules and regulations as the Lessor may from time to time
impose including the requirement for the parking of vehicles of Lessee and his employees,
and agents in designated areas of the parking lot. Lessee covenants and agrees to follow
and abide by such rules and upon request to furnish to Lessor the make and license numbers
of the vehicles and to furnish to Lessor the make and license numbers of the vehicles and
the vehicles of his employees, and agents. Lessor shall have the right to enforce such
rules and regulations by either towing such vehicles or the imposition of fines of
twenty-five dollars ($25.00) per violation. Such towing charges of fines shall be deemed
additional rent and shall be payable with the next installment of rent after notice of
such charge of fine.
	 
	 	21.	 	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 Lessor, at 2639 Yeager Road, West Lafayette, IN 47906
	 
	 	b.	 	If to Lessee at:




Endocyte

3000 Kent Avenue

Suite A1-1000

West Lafayette, IN 47906





	 	 	 	or at such other address as may be given by either party in writing, in person by certified
mail. Notice, if made by certified mail, shall be deemed given on date of postmark.




 









 












	 	22.	 	Quiet Enjoyment. Lessor covenants that Lessee, 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.
	 
	 	23.	 	Accord and Satisfaction. Lessor is entitled to accept, receive and cash and
deposit any payment made by Lessee for any reason or purpose or in any amount whatsoever,
and apply the same at Lessor’s option to any obligation of Lessee and the same shall not
constitute payment of any amount owed except that to which Lessor has applied the same. No
endorsement or statement on any check or letter of Lessee 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 Lessor’s right to recover any and all
amounts owed by Lessee hereunder and Lessor’s right to pursue any other available remedy.
	 
	 	24.	 	Time of the Essence. Time is of the essence of this Lease, and of each and
every term, covenant, condition and provision hereof.
	 
	 	25.	 	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.
	 
	 	26.	 	Costs and Expenses. Lessee shall pay costs and expenses, including court
costs and attorney’s fees, incurred by Lessor in enforcing any of the obligations of this
Lease or incurred by Lessor in any litigation, negotiation or transaction relating to, or
arising out of, this Lease in which Lessor, without fault, becomes involved or concerned.
	 
	 	27.	 	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 Lessee is more than one person, the liability of each such person
shall be joint and several.
	 
	 	28.	 	Entire Agreement. This Lease constitutes the entire agreement between the
parties and may not be modified except in writing, signed by both parties.
	 
	 	29.	 	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.




	 	 	 	 	 	 	 

	LESSOR:
	 	 	 	 	 	 
	2639 Executive Building, LLC
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Lynn Strycker
 

Lynn Strycker

	 	 
	 	10-28-08
 

DATE
	 	 
	 
	 	 	 	 	 	 
	LESSEE:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Mike Sherman
 

Mike Sherman

	 	 
	 	10-20-08
 

DATE