FIRST AMENDMENT OF LEASE AGREEMENT
EXHIBIT 10.1
FIRST AMENDMENT OF
THIS AGREEMENT is executed in duplicate this 17th day of May, 2013, by and between PURDUE RESEARCH FOUNDATION, an Indiana corporation, of Tippecanoe County, Indiana, (“Lessor”), and ENDOCYTE (“Tenant”). In consideration of their mutual promises contained in this Amendment, the parties agree as follows:
WHEREAS, the parties have heretofore entered into a Lease Agreement dated January 30, 2013 between Lessor and Lessee for certain premises at the Purdue Technology Center, 0000 Xxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx 00000, and
WHEREAS, the parties wish to amend provisions of the lease at the request of the Lessee:
NOW, THEREFORE, IN CONSIDERATION OF the mutual promises and covenants therein, it is agreed between the parties hereto as follows:
| 1. | Remove Section 1. DESCRIPTION OF LEASED PROPERTY. Replace as follows: |
23,907 square feet in Xxxxxx X0-000, X0-000, X0-000, X0-000, X0-000, B1-300, B1-400, B1-500, A2-100, A2-300, B2-300, B2-400, B2-500, B2-603, B2-700, B2-900, C1-201 and C1-202 (the “Leased Property”) located in the PURDUE TECHNOLOGY CENTER at 0000 Xxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx (the “Building”) in the Purdue Research Park (the “Park”). This Leased Property is further designated on Exhibit “A”.
| 2. | Remove Section 4. RENT. Replace as follows: |
| a. | Base Rent. |
| i. | Lessee agrees to pay Lessor as rent (the “Guaranteed Rent”) for the balance of the Initial Term, as defined herein, the annualized amount of Four Hundred Seventy-Two Thousand Nine Hundred Fifty-Seven and 00/100 Dollars ($472,957.00) (the “Rent”). Tenant agrees to pay the Rent in consecutive monthly installments ("Monthly Rent Installment") of Forty-Seven Thousand Four Hundred Forty-Seven and 69/100 Dollars ($47,447.69) per month, in advance of the first day of each month, effective May 1, 2013. The Rent is equal to $17.71 per square foot for the portion of the Leased Property devoted to office uses; and $33.29 per square foot for the portion of the Leased Property used as a laboratory, per year during the Initial Term. |
During the Initial Term and any subsequent Extension Periods, the Rent shall be adjusted annually and effective January 1st. Each year during the Lease Term, the Rent shall be equal to the rental rate established for the Building (“Building Rate”) for the subsequent calendar year multiplied by the square feet occupied by Tenant and shall remain in effect until the Building Rate changes. The Building Rate shall be determined by Landlord and provided, by written notice, to Tenant not later than November 1st of each calendar year. The Building Rate increase shall not exceed five percent (5%) during any given year. In no event shall the Rent be adjusted more frequently than annually. The new Rent as so adjusted shall begin each calendar year on January 1st and continue at the adjusted rate until the next annual adjustment of the Building Rate. The corresponding Monthly Rent Installment shall also be adjusted to be consistent with the change in the Rent.
| ii. | The Monthly Rent Installment shall be prorated for periods at the beginning and end of the Lease Term, as defined herein, which do not constitute full calendar months. |
| b. | Workstations. Landlord agrees to provide workstations for use as shown on Exhibit D. Tenant agrees to pay for the workstations on a monthly basis in the amount of Eight Hundred Eight-Six and 31/100 Dollars ($886.31) per month, which is included in the rental amount above and inclusive of the same terms and conditions of Section 4. Cabinetry, conference room table and chairs are included with this amendment for spaced C1-201 and C1-202. Workstations as described herein are considered a fixture of the space and shall not be removed by Tenant. The rent amount for the workstations/cabinetry/conference room furniture shall remain fixed for the initial term and options described herein. |
| c. | Late Fee. If Lessor does not receive any payment of the Monthly Rent Installment or any other amounts to be paid to Lessor when due, a fee of Fifty Dollars ($50) will be charged on the fifth day after such payment is due and owing plus Five Dollars ($5) for each day thereafter (collectively the “Late Charges”) until payment is received. The accrued Late Charges are in addition to the Monthly Rent Installment, and are due with the payment of the outstanding Monthly Rent Installment. Lessor’s receipt of Late Charges does not waive the right of Lessor to evict Lessee for nonpayment of Rent if Lessor so elects. |
| d. | Returned Check Fee. If a check is returned from the bank for any reason, a Twenty-Five Dollar ($25.00) fee will be assessed, plus the applicable Late Charges until the outstanding Monthly Rent Installment is paid in full. |
| e. | Rent Payments. The Monthly Rent Installment payments and any other sums due Landlord hereunder shall be payable at Landlord’s principal office at 0000 Xxx Xxxxxxxxx Xxxxxxxxx, Xxxx Xxxxxxxxx, XX 00000. All Rent and any other sums owed by Tenant under this Lease shall be payable without notice or demand and without deduction, diminution, abatement, counterclaim, or set off of any amount or for any reason whatsoever, and without relief from valuation or appraisement laws and with attorney’s fees. |
| 3. | This First Amendment of Lease Agreement shall commence upon signing. |
| 4. | It is further agreed that all of the terms and conditions of said aforementioned lease Agreement dated January 30, 2013, except as hereby amended, are hereby affirmed and shall remain in full force and effect during the remainder of the term thereof. |
WITNESS the signatures and seal of the above parties the day and year first above written.
| LANDLORD: | PURDUE RESEARCH FOUNDATION | ||
| an Indiana corporation (formed and existing under the Indiana Foundation or Holding Companies Act, Acts of 1921, ch. 246) | |||
| By: | /s/ Xxxxxxx X. Xxxxxx | ||
| Xxxxxxx X. Xxxxxx | |||
| Vice President | |||
| Executive Director – Purdue Research Park | |||
| ATTEST: | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Xxxxxxx X. Xxxxxxx | ||
| Director, Purdue Technology Centers |
| TENANT: | ENDOCYTE | ||
| By: | /s/ Xxxx Xxxxxxx | ||
| Xxxx Xxxxxxx | |||
| By: | /s/ P. Xxx Xxxxx | ||
| P. Xxx Xxxxx | |||
| President/CEO | |||
EXHIBIT A
LEASED PREMISES
| Unit A1-200 | Office Space | 9,131 square feet | |||
| Xxxx X0-000 | Office Space | 168 square feet | |||
| Xxxx X0-000 | Office Space | 230 square feet | |||
| Xxxx X0-000 | Office Space | 363 square feet | |||
| Xxxx X0-000 | Office Space | 906 square feet | |||
| Unit B1-400 | Office Space | (included in A1-200) | |||
| Unit A2-101 | Office Space | 253 square feet | |||
| Unit A2-104 | Office Space | 216 square feet | |||
| Unit A2-105 | Office Space | 161 square feet | |||
| Unit A2-108 | Office Space | 215 square feet | |||
| Unit A2-301 | Office Space | 325 square feet | |||
| Unit A2-304 | Office Space | 216 square feet | |||
| Unit A2-305 | Office Space | 161 square feet | |||
| Xxxx X0-000 | Office Space | 149 square feet | |||
| Xxxx X0-000 | Office Space | 1,513 square feet | |||
| Xxxx X0-000 | Office Space | 148 square feet | |||
| Xxxx X0-000 | Office Space | 253 square feet | |||
| Xxxx X0-000 | Office Space | 148 square feet | |||
| Xxxx X0-000 | Office Space | 149 square feet | |||
| Unit C1-201 | Office Space | 324 square feet | |||
| Unit C1-202 | Office Space | 191 square feet | |||
| Total Office Space | 15,220 square feet | ||||
| Xxxx X0-000 | Xxx Space | 4,069 square feet | |||
| Xxxx X0-000 | Xxx Space | 690 square feet | |||
| Xxxx X0-000 | Xxx Space | 367 square feet | |||
| Xxxx X0-000 | Xxx Space | 325 square feet | |||
| Xxxx X0-000 | Xxx Space | 495 square feet | |||
| Xxxx X0-000 | Xxx Space | 477 square feet | |||
| Xxxx X0-000 | Xxx Space | 339 square feet | |||
| Xxxx X0-000 | Xxx Space | 409 square feet | |||
| Unit B2-300 | Lab Space | 379 square feet | |||
| Unit B2-500 | Lab Space | 380 square feet | |||
| Unit B2-700 | Lab Space | 378 square feet | |||
| Unit B2-900 | Lab Space | 379 square feet | |||
| Total Lab Space | 8,687 square feet |
(See attached map.)
