toca-ex107_198.htm

THIS EIGHTEENTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 7^th day of March, 2018 (but retroactively effective as of February 19, 2018), by and between BMR-BUNKER HILL LP, a Delaware limited partnership (“Landlord,” as successor-in-interest to BMR-3030 Bunker Hill Street LLC), and TOCAGEN INC., a Delaware corporation (“Tenant”).

A.WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of July 21, 2008, as amended by that certain First Amendment to Lease dated as of July 29, 2008, that certain Second Amendment to Lease dated as of June 4, 2009, that certain Third Amendment to Lease dated as of July 21, 2009, that certain Fourth Amendment to Lease dated as of October 20, 2009, that certain Fifth Amendment to Lease dated as of March 4, 2011 (the “Fifth Amendment”), that certain Sixth Amendment to Lease dated as of May 16, 2012, that certain Seventh Amendment to Lease dated as of September 25, 2012, that certain Eighth Amendment to Lease dated as of January 24, 2013 (the “Eighth Amendment”), that certain Ninth Amendment to Lease dated as of December 20, 2013, that certain Tenth Amendment to Lease dated as of July 18, 2014, that certain Eleventh Amendment to Lease dated as of August 20, 2014, that certain Twelfth Amendment to Lease dated as of March 10, 2015, that certain Thirteenth Amendment to Lease dated as of July 15, 2015, that certain Fourteenth Amendment to Lease dated as of September 22, 2015, that certain Fifteenth Amendment to Lease dated as of February 25, 2016, that certain Sixteenth Amendment to Lease dated as of July 5, 2016 and that certain Seventeenth Amendment to Lease dated as of July 25, 2017 (collectively, and as the same may have been further amended, amended and restated, supplemented or modified from time to time, the “Existing Lease”), whereby Tenant leases certain premises (the “Premises”) from Landlord at 3030 Bunker Hill Street in San Diego, California (the “Building”);

B.WHEREAS, Landlord and Tenant desire to extend the Term of the Existing Lease and set the Base Rent for the such extension; and

C.WHEREAS, Landlord and Tenant desire to modify and amend the Existing Lease only in the respects and on the conditions hereinafter stated.

NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:

1.Definitions. For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them in the Existing Lease unless otherwise defined herein. The Existing Lease, as amended by this Amendment, is referred to collectively herein as the “Lease.” From and after the date hereof, the term “Lease,” as used in the Existing Lease, shall mean the Existing Lease, as amended by this Amendment. For purposes of this Amendment, the term (a) “Initial Expiration Premises” means the entire Premises, but excluding (i) the Suite 220A Premises (as defined in

the Fifth Amendment) and (ii) the Storage Premises (as defined in the Eighth Amendment), for a total of sixteen thousand three hundred forty-one (16,341) square feet of Rentable Area and (b) “Subsequent Expiration Premises” means (a) the Suite 220A Premises (as defined in the Fifth Amendment and consisting of two thousand one hundred forty-eight (2,148) square feet of Rentable Area) and (b) the Storage Premises (as defined in the Eighth Amendment and consisting of one hundred sixty-five (165) square feet of Rentable Area), for a total of two thousand three hundred thirteen (2,313) square feet of Rentable Area. The Initial Expiration Premises together with the Subsequent Expiration Premises is the entire Premises.

2.1.The Term of the Lease with respect to the Initial Expiration Premises is hereby extended by four (4) months and nine (9) days, such that the Term with respect to the Initial Expiration Premises shall expire on June 30, 2018 (the “Initial Expiration Premises Expiration Date”). As it applies to the Initial Expiration Premises, the period commencing February 20, 2018 and ending on the Initial Expiration Premises Expiration Date is referred to herein as the “Initial Expiration Extension Term”). The term “Term,” as used in the Lease (but only as applied to the Initial Expiration Premises), shall refer to the Term as extended by the Initial Expiration Extension Term.

2.2.Tenant shall pay Base Rent for the Initial Expiration Premises during the Initial Expiration Extension Term in accordance with the terms of the Lease. Base Rent for the Initial Expiration Premises during the Initial Expiration Extension Term shall be Thirty-Five Thousand Nine Hundred Two and 25/100 Dollars ($35,902.25) per month.

2.3.During the Initial Expiration Extension Term, Tenant shall continue to pay (a) Tenant’s Pro Rata Share of Operating Expenses, (b) the Property Management Fee and (c) any other amounts set forth in the Lease, in each case in connection with the Initial Expiration Premises. For purposes of clarity, Tenant’s Pro Rata Share with respect to the Initial Expiration Premises is 15.51%.

2.4.Tenant acknowledges that (a) it is in possession of and is fully familiar with the condition of the Initial Expiration Premises and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the first day of the Initial Expiration Extension Term, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Initial Expiration Premises for Tenant’s continued occupancy for the Initial Expiration Extension Term or to pay for any improvements to the Initial Expiration Premises, except as may be expressly provided in the Lease.

2.5.Upon the expiration of the Initial Expiration Extension Term, Tenant shall surrender the Initial Expiration Premises to Landlord in broom clean condition and in the condition (and with all documentation) required under the Lease for surrendering the Premises (or any portion thereof) (including, without limitation, Section 19.2 and Section 27.1 of the Lease). If Tenant does not surrender the Initial Expiration Premises in accordance with this Section by the Initial Expiration Premises Expiration Date, Tenant shall become a tenant at sufferance, under Section 28.2 of the Lease, with respect to the Initial Expiration Premises until

the actual date that Tenant surrenders the Initial Expiration Premises in accordance with this Section. Without waiving any right Landlord may have to terminate the Lease earlier, as of the later of (a) the Initial Expiration Premises Expiration Date and (b) the date Tenant surrenders the Initial Expiration Premises in accordance with this Section, the Lease shall terminate as to the Initial Expiration Premises only and shall no longer be of any force or effect with regard to the Initial Expiration Premises only, except for those provisions, that, by their express terms, survive the expiration or earlier termination of the Lease. Accordingly, following the later of (y) the Initial Expiration Premises Expiration Date and (z) the date Tenant surrenders the Initial Expiration Premises in accordance with this Section, the term “Premises,” as defined in the Lease shall mean only the Subsequent Expiration Premises.

3.1.The Term of the Lease with respect to the Subsequent Expiration Premises is hereby extended by ten (10) months and nine (9) days, and therefore, the “Term Expiration Date” is hereby amended to mean December 31, 2018. As it applies to the Subsequent Expiration Premises, the period commencing February 20, 2018 and ending on the Term Expiration Date is referred to herein as the “Subsequent Expiration Extension Term”). The term “Term,” as used in the Lease, shall refer to the Term as extended by the Subsequent Expiration Extension Term.

3.2.Tenant shall pay Base Rent for the Subsequent Expiration Premises during the Subsequent Expiration Extension Term in accordance with the terms of the Lease. Base Rent for the Subsequent Expiration Premises during the Subsequent Expiration Extension Term shall be the sum of (a) Four Thousand Seven Hundred Nineteen and 30/100 Dollars ($4,719.30) per month for the Suite 220A Premises (as defined in the Fifth Amendment) and (b) One Hundred Sixty-Nine and 95/100 Dollars ($169.95) per month for the Storage Premises (as defined in the Eighth Amendment), for a total of Four Thousand Eight Hundred Eighty-Nine and 25/100 Dollars ($4,889.25) per month.

3.3.During the Subsequent Expiration Extension Term, Tenant shall continue to pay (a) Tenant’s Pro Rata Share of Operating Expenses, (b) the Property Management Fee and (c) any other amounts set forth in the Lease, in each case in connection with the Subsequent Expiration Premises. For purposes of clarity, Tenant’s Pro Rata Share with respect to the Subsequent Expiration Premises is 2.20%.

3.4.Tenant acknowledges that (a) it is in possession of and is fully familiar with the condition of the Subsequent Expiration Premises and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the first day of the Subsequent Expiration Extension Term, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Subsequent Expiration Premises for Tenant’s continued occupancy for the Subsequent Expiration Extension Term or to pay for any improvements to the Subsequent Expiration Premises, except as may be expressly provided in the Lease.

4.Insurance. The term “Landlord Parties,” as used in the Lease, is hereby amended to mean Landlord, BioMed Realty LLC, BioMed Realty, L.P., BRE Edison L.P., BRE Edison LLC, BRE

Edison Holdings L.P., BRE Edison Holdings LLC, BRE Edison Parent L.P. and their respective officers, employees, agents, general partners, members, subsidiaries, affiliates and Lenders.

5.Broker. Tenant represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment, other than Hughes Marino, Inc. (“Broker”), and agrees to reimburse, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord, at Tenant’s sole cost and expense) and hold harmless Landlord and its affiliates, employees, agents and contractors; and any Lender (collectively with Landlord and its affiliates, employees, agents and contractors, the “Landlord Indemnitees”) for, from and against any and all cost or liability for compensation claimed by any such broker or agent, other than Broker, employed or engaged by it or claiming to have been employed or engaged by it. Broker is entitled to a leasing commission in connection with the making of this Amendment, and Landlord shall pay such commission to Broker pursuant to a separate agreement between Landlord and Broker.

6.No Default. Tenant represents, warrants and covenants that, to the best of Tenant’s knowledge, Landlord and Tenant are not in default of any of their respective obligations under the Existing Lease and no event has occurred that, with the passage of time or the giving of notice (or both) would constitute a default by either Landlord or Tenant thereunder.

7.Notices. Tenant confirms that, notwithstanding anything in the Lease to the contrary, notices delivered to Tenant pursuant to the Lease should be sent to:

8.Effect of Amendment. Except as modified by this Amendment, the Existing Lease and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. In the event of any conflict between the terms contained in this Amendment and the Existing Lease, the terms herein contained shall supersede and control the obligations and liabilities of the parties.

9.Successors and Assigns. Each of the covenants, conditions and agreements contained in this Amendment shall inure to the benefit of and shall apply to and be binding upon the parties hereto and their respective heirs, legatees, devisees, executors, administrators and permitted successors and assigns and sublessees. Nothing in this section shall in any way alter the provisions of the Lease restricting assignment or subletting.

10.Miscellaneous. This Amendment becomes effective only upon execution and delivery hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this Amendment are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof. All exhibits hereto are incorporated herein by reference. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and shall not be effective as a lease, lease

amendment or otherwise until execution by and delivery to both Landlord and Tenant.

11.Authority. Tenant guarantees, warrants and represents that the individual or individuals signing this Amendment have the power, authority and legal capacity to sign this Amendment on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other organizations and entities on whose behalf such individual or individuals have signed.

12.Counterparts; Facsimile and PDF Signatures. This Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document. A facsimile or portable document format (PDF) signature on this Amendment shall be equivalent to, and have the same force and effect as, an original signature.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date and year first above written.

By:	/s/ Marie Lewis
Name:	Marie Lewis
Title:	Vice President, Legal

By:	/s/ Mark G. Foletta
Name:	Mark G. Foletta
Title:	EVP & CFO