EXHIBIT
10.8


 


THIRD
AMENDMENT TO OFFICE LEASE


 


THIS
THIRD AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered
into as of the 31st day of July, 2012, by and between ZELLER MANAGEMENT CORPORATION, as agent for Owner (“Landlord”),
and ENDOCYTE, INC. (“Tenant”).


 


RECITALS


 


WHEREAS,
on May 30, 2008, Landlord entered into a certain Office Lease (the “Lease”)
with Tenant for office space located in One College Park at 8910 Purdue Road, Indianapolis, Indiana 46268 (the “Building”),
whereby Tenant agreed to lease approximately 1,378 rentable square feet of office space known as Suite 725 and situated
on the seventh floor of the Building (the “Original Premises”);


 


WHEREAS,
on December 4, 2009, Landlord and Tenant entered into a certain First Amendment to Office Lease (the “First
Amendment”) for purposes of extending the Expiration Date of the Lease to January 31, 2012, as well as
making other amendments, the terms of which are fully set forth therein and hereby incorporated into this Amendment;


 


WHEREAS,
on May 5, 2010, Landlord and Tenant entered into a certain Second Amendment to Office Lease (the “Second
Amendment”) for purposes of relocating Tenant to office space consisting of approximately 4,397 rentable
square feet, known as Suite 250, and situated on the second floor of the Building (the “Current
Premises”), and extending the Expiration Date of the Lease to November 30, 2015, as well as making other
amendments, the terms of which are fully set forth therein and herein incorporated into this Amendment;


 


WHEREAS,
Tenant desires to extend the term of the Lease and expand the Current Premises by leasing from Landlord an additional 3,225 rentable
square feet of office space adjacent to the Current Premises as outlined on Exhibit A attached
hereto, for a total of approximately 7,622 rentable square feet;


 


WHEREAS,
Landlord is willing to extend the term of the Lease and expand the Current Premises subject to the terms and conditions provided
herein; and


 


WHEREAS,
Landlord and Tenant now desire to amend the Lease to incorporate the terms as hereinafter provided.


 


NOW,
THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged. Landlord and Tenant hereby agree to further amend the Lease, as previously amended by the First Amendment
and Second Amendment, as follows:


 


1.          Recitals
and Definitions. The Recitals set forth above are hereby incorporated by reference. Any capitalized term not otherwise defined
herein shall have the meaning ascribed to it in the Lease (including the First Amendment or Second Amendment, as applicable).


 




    	 



    	 



    

 


2.          Extension
of Term. Paragraph 2 of the Lease is hereby amended to provide for an extended term (the “Third
Extended Term”) commencing March 1, 2013 (even though the Expiration Date under the Second Amendment is
November 30, 2015) and continuing through February 28, 2018 (hereinafter the “Expiration
Date”).


 


3.          Base
Rent. Subparagraph (a) of Paragraph 3 of the Lease and Paragraph 3 of the Second Amendment are hereby amended to provide for
Monthly Base Rent during the Third Extended Term (which replaces the Second Extended Term of the Second Amendment with regard to
the period of March 1, 2013 through November 30, 2015) as follows:


 


	Period	 	Monthly Base Rent	 
	March 1, 2013 — May 31, 2013	 	$	11,750.58	 
	June 1, 2013 — May 31, 2014	 	$	12,068.17	 
	June 1, 2014 — May 31, 2015	 	$	12,385.75	 
	June 1, 2015 — Nov. 30, 2015	 	$	12,703.33	 
	Dec. 1, 2015 — Dec. 31, 2015	 	$	5,375.00	 
	Jan. 1, 2016 — May 31, 2016	 	$	12,703.33	 
	June 1, 2016 — May 31, 2017	 	$	13,020.92	 
	June 1, 2017 — Feb. 28, 2018	 	$	13,338.50	 



 


4.          First
Additional Space. Landlord shall lease to Tenant and Tenant shall lease from Landlord that portion of the Building consisting
of approximately 3,225 rentable square feet, as shown and outlined on Exhibit A attached hereto (the “First
Additional Space”).


 


5.          Term.
The First Additional Space is leased for a term commencing March 1, 2013 (the “Commencement
Date of First Additional Space”) and expiring on the Expiration Date, as amended by Paragraph 2 above.


 


6.          Premises.
Effective upon the Commencement Date of First Additional Space, the term “Premises” as used and defined in the Lease
shall be deemed to mean and refer to, collectively, the Current Premises and the First Additional Space.


 


7.          Rentable
Area of Premises. Effective upon the New Premises Commencement Date, the rentable area of the Premises shall be approximately
7,622 rentable square feet.


 


8.          Tenant’s
Proportionate Share. Effective upon the New Premises Commencement Date, Tenant's Proportionate Share shall be 5.64%.


 


9.          Improvements
to First Additional Space and to Current Premises. Landlord or its agents shall construct, at Landlord's expense, the initial
improvements to the First Additional Space and the Current Premises (the “Improvements
to First Additional Space and Current Premises”) in accordance with the specifications attached hereto
as Exhibit B and the Work Letter attached hereto as Exhibit
C.


 




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10.         Possession
of First Additional Space. Landlord expects that it will have the Improvements to First Additional Space and Current Premises
completed and the First Additional Space ready for occupancy approximately forty-five (45) days after the execution date of this
Amendment. Landlord shall deliver possession of the First Additional Space to Tenant upon completion of the Improvements to First
Additional Space and Current Premises, and Tenant may then occupy the First Additional Space as a tenant from month-to-month, subject
to all of the terms, conditions, and covenants of this Lease other than the Term and the obligation to pay rent (including Additional
Rent) for the First Additional Space, which rent obligation shall not apply until the Commencement Date of First Additional Space.
Tenant’s acceptance of possession of the First Additional Space upon Landlord’s tender thereof shall, subject to punch
list items, constitute Tenant’s acknowledgment that the First Additional Space is in good order and satisfactory condition;
provided, however, Tenant shall have a period of thirty (30) days after the Commencement Date of First Additional Space to notify
Landlord of any defects or necessary repairs in the First Additional Space, which Landlord will promptly repair.


 


11.         Right
of Refusal. Provided the Lease is in full force and effect and no event of default shall exist under the Lease at the time,
Tenant shall have a Right of Refusal to lease any space on the second floor (the “RoR Space”)
as such space becomes available for rent. Such Right of Refusal shall be subject to and subordinate to all options and
rights of existing tenants of the Building, including but not limited to existing renewal and existing expansion options and rights.
Landlord shall notify Tenant in writing promptly upon receipt of an offer acceptable to Landlord to lease the RoR Space, and such
written notice shall include a summary of all material economic terms of the lease offer. Within five (5) business days after
such notice, time being of the essence, Tenant shall give Landlord a written notice that it either will or will not enter into
a lease with Landlord for the RoR Space. In the event that Tenant’s notice provides that it will not enter into a lease
for the RoR Space or if Tenant fails to give Landlord the notice of its desires respecting the RoR Space within the above-stated
five (5) business day period, then Landlord shall be entitled to proceed to lease the RoR Space to the third party free and clear
of Tenant’s Right of Refusal and such right shall be deemed forever terminated with respect to the RoR Space described in
the notice from Landlord. In the event that Tenant gives Landlord a notice as required above that Tenant wishes to lease the RoR
Space from Landlord, then Tenant shall have five (5) business days from the date of Tenant’s notice, and Landlord shall
have fifteen (15) business days from the date of Tenant’s notice, within which to sign a mutually acceptable new lease covering
the RoR Space or to amend this Lease in a mutually acceptable manner by adding the RoR Space. All space taken under the terms
of the Right of Refusal shall be on identical economic terms and conditions to those of the then proposed lease offer, including
square footage, length of term, rental rate, operating cost base year or expense stop, and tenant build-out allowance.


 


12.         Brokerage
Commissions. Each party represents and warrants to the other that it has dealt with no broker, finder, or other person with
respect to this Amendment other than Zeller Management Corporation and Jones Lang LaSalle Brokerage, Inc. (the “Brokers”).
Landlord shall pay any commission becoming due and payable to the Brokers by separate agreement. Landlord and Tenant each
agree to indemnify and hold harmless one another against any loss, liability, damage, cost, expense, or claim incurred by reason
of any other brokerage commission alleged to be payable because of any act, omission, or statement of the indemnifying party.
Such indemnity obligation shall be deemed to include the payment of reasonable attorneys’ fees and court costs incurred
in defending any such claim.


 




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13.         Binding
Effect. Except as amended hereby, all terms and conditions of the Lease are ratified and confirmed and shall remain unmodified
and in full force and effect. In the event of any inconsistency between the provisions of this Amendment and the Lease, the terms
and provisions of this Amendment shall govern and control. This Amendment shall be binding upon and inure to the benefit of Landlord,
Tenant, and their respective successors and permitted assigns.


 


14.         Submission.
Submission of this Amendment by Landlord to Tenant for examination and/or execution shall not in any manner bind Landlord or Tenant
and no obligations on Landlord or Tenant shall arise under this Amendment unless and until this Amendment is fully executed by
both Landlord and Tenant.


 


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


 


	TENANT:	 	LANDLORD:
	 	 	 
	ENDOCYTE, INC.	 	ZELLER
MANAGEMENT CORPORATION,
	 	 	AS AGENT FOR OWNER
	By:	/s/ Mike Sherman	 	 	 
	 	 	 	 	 
	Printed:  	Mike Sherman	 	By: 	/s/ Mark Vollbrecht
	 	 	 	 	Mark Vollbrecht
	Title:	CFO	 	 	Senior Vice President


 




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EXHIBIT
C


 


Work
Letter


 


(Turnkey)


 


The
terms used herein shall have the meanings ascribed to them in the Lease (as amended), unless otherwise stated herein. Landlord
and Tenant agree that their respective rights and obligations in reference to the construction of the Improvements to First Additional
Space and Current Premises shall be as follows:


 


1.            Construction
Documents.


 


A.           Drawings
and Specifications. Landlord and Tenant have agreed to schematic drawings and specifications for construction of the Improvements
to First Additional Space and Current Premises, which drawings and specifications are attached to this Third Amendment to Office
Lease (“Third Amendment’1) as Exhibit B. Construction drawings and specifications for the Improvements to
First Additional Space and Current Premises shall be prepared by Landlord's architect, at Landlord’s sole cost, based on
the drawings and specifications included in Exhibit B.


 


B.           Tenant
Approval. Upon completion of the construction drawings and specifications, Tenant shall be allowed three (3) working days after
receipt thereof in which to review and approve or object to the constructions drawings and specifications and to advise Landlord
of such approval or objections. Landlord shall be permitted five (5) working days thereafter in which to make, agree to make or
reject any change requested by Tenant. Any changes to the construction drawings and specifications which are required by Tenant
and are inconsistent with Exhibit B shall be made by Landlord's architect and the cost of related design fees shall be paid by
Tenant.


 


C.           Building
Standard Construction. Landlord has designated the type and quantities of materials to be used in the construction of the Improvements
to First Additional Space and Current Premises (hereinafter referred to as "Building Standard Construction"). Unless
otherwise specified on the construction drawings and specifications, or on Exhibit B, Building Standard Construction shall be utilized
for the Improvements to First Additional Space and Current Premises. Landlord shall have the right to designate, and from time
to time to change, the materials, fixtures, colors and other items that are Building Standard Construction, provided that such
changes are of equal or superior quality.


 


2.            Improvement
Price. The "Improvement Price" for the Improvements to First Additional Space and Current Premises shall be calculated
and paid as follows:


 


A.           The
Improvement Price shall include the cost of all architectural and engineering construction drawings and specifications required
in connection with the Improvements, all work, labor, material and equipment necessary to construct the Improvements to First Additional
Space and Current Premises in accordance with the approved construction drawings and specifications from the "as is"
condition of the First Additional Space (all such construction being hereinafter referred to as the "Work") and Landlord's
construction review and coordination fee equal to five percent (5%) of the cost of the Work.


 


B.           Landlord
will pay the Improvement Price to complete the Work. Once Landlord has completed the Work, any additional tenant finish improvements
shall be at Tenant's sole cost and expense.


 


C.           Landlord
shall have no obligation for the cost of improvements, finishes, or additional Work not included in the approved construction drawings
and specifications (hereinafter referred to as "Additional Work"). Additional Work shall be performed at Tenant's sole
cost and expense. Tenant shall immediately post a deposit with the Landlord for the amount of the Additional Work or any change
orders, which from time to time, are approved by Landlord. The Additional Work shall not be performed until Landlord’s receipt
of such deposit. The deposit amount will be reconciled with the actual amount of the Additional Work and change orders upon Tenant’s
acceptance of the First Additional Space and final completion of any punchlist items. Drawings and specifications, contractors,
suppliers and vendors for any Additional Work shall be subject to Landlord's approval, which shall not be unreasonably withheld.
Any delay in completion of Additional Work performed by Tenant shall not delay commencement of the Term of the Lease or limit the
obligations of Tenant as set forth herein.


 


D.           Failure
by Tenant to timely pay any amounts due hereunder shall be a default under Paragraph 19 of the Lease and failure by Tenant to perform
any of its other obligations hereunder shall be a default under Paragraph 19 of the Lease, entitling Landlord to all of its remedies
under the Lease as well as all remedies otherwise available to Landlord, including, at Landlord's option, the right to withhold
delivering possession of the First Additional Space until such amounts have been paid in full.


 


3.            Completion
of the Work; Commencement Date. Landlord shall endeavor to substantially complete the Work on or before the date sixty (60)
days after the execution date of this Third Amendment. Notwithstanding the Commencement Date of First Additional Space provided
in the Third Amendment, the Commencement Date of First Additional Space shall be deferred until Landlord has substantially completed
the Work, provided, however, that if Landlord is delayed in substantially completing the Work as a result of (a) Tenant's failure
to provide timely approvals in accordance with this Work Letter; (b) Tenant's request for changes to the Work as included in the
approved construction drawings and specifications; (c) Tenant's requests for materials, finishes or installations other than Building
Standard Construction; (d) performance of Additional Work in the First Additional Space by Tenant or its contractors, suppliers,
employees or agents; (e) any other act or omission of Tenant; (all of which shall be deemed to be delays caused by Tenant), then
the Commencement Date of First Additional Space shall be deferred only until the date on which Landlord would have substantially
completed the performance of the Work but for such delays. Deferral of the Commencement Date of First Additional Space shall be
in full settlement of all claims that Tenant might otherwise have against Landlord by reason of the First Additional Space not
being ready for occupancy by Tenant as of the Commencement Date of First Additional Space provided in the Third Amendment, and
such delay shall not entitle Tenant to rescind or terminate the Lease or the Third Amendment.


 




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4.            Entry
by Tenant Prior to Commencement Date. [Intentionally Deleted.]


 


5.            Landlord's
Entry After Commencement Date. Landlord may enter the First Additional Space at any time after delivering possession to Tenant,
upon prior notice to Tenant at mutually acceptable times to complete unfinished details of the Work and such entry by Landlord,
its agents, servants, employees, or contractors for such purposes shall not constitute an actual or constructive eviction, in whole
or in part, or entitle Tenant to any abatement or diminution of Rent, or relieve Tenant from any obligation under this Lease, or
impose any liability upon Landlord or its agents; provided, however, Landlord shall not unreasonably interfere with Tenant's business
and to the extent that any such work will interfere with Tenant's business, such work will be completed after business hours.


 


6.            Guaranty.
Landlord hereby guarantees that the Improvements will be free of material defects for a period of one (1) year after delivery of
possession of the First Additional Space to Tenant, which guaranty period shall be in addition to and concurrent with the period
of any applicable special guaranty required by any applicable construction documents relating to the Work. Landlord's guaranty
set forth above shall not deprive Tenant of any action, right, or remedy otherwise available to it for breach of any of the provisions
of this Work Letter and the periods referred to above shall not be construed as a limitation on the time in which Tenant may pursue
such other action, right or remedy.


 


7.            Landlord's
Property. All work and materials furnished are Landlord's property and will be considered part of the Building, subject to
Tenant's rights to use the same under the lease.


 


8.            Binding
Agreement. This Agreement is binding upon and inures to the benefit of Landlord and Tenant, and their respective heirs, personal
representatives, successors and assigns.


 


[The remainder of this page is intentionally
left blank; signature page follows.]


 




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LANDLORD:


 


	ZELLER MANAGEMENT CORPORATION	 
	As agent for Owner	 
	 	 	 
	By: 	/s/ Mark Vollbrecht	 
	 	Mark Vollbrecht	 
	 	Senior Vice President	 


 


TENANT:


 


	ENDOCYTE, INC.	 
	 	 	 
	By:	/s/ Mike Sherman	 
	 	 	 
	Printed:  	Mike Sherman	 
	 	 	 
	Title:	CFO	 
	 	 	 
	Dated:	7/31/12	 


 








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