Building Generator. Commencing on the Lease Commencement Date, Tenant shall have the right to connect to the Building back-up generator, which Landlord shall install as part of Landlord’s Work (the "Generator"), for Tenant’s Share of the Generator’s capacity (after accounting for any Building Common Area requirements) to provide back-up generator services to the Premises. During the Lease Term, Landlord shall maintain the Generator in good condition and repair, and Tenant shall be responsible for a share of the costs of such maintenance and repair based on the proportion of the Generator capacity allocated to the Premises. Notwithstanding the foregoing, Landlord shall not be liable for any damages whatsoever resulting from any failure in operation of the Generator, or the failure of the Generator to provide suitable or adequate back-up power to the Premises, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring, or loss to inventory, scientific research, scientific experiments, laboratory animals, products, specimens, samples, and/or scientific, business, accounting and other records of every kind and description kept at the Premises and any and all income derived or derivable therefrom.

Building Directory. In the event that Landlord elects, in its sole discretion, to install a directory in the lobby of the Building, Landlord will list, at Landlord’s expense, the name of Tenant and any permitted subtenants and assignees in such directory based on Tenant’s Proportionate Share. Any such directory shall be maintained by Landlord , at Landlord’s expense.

STA4 is being designed to LEED Gold standards and that is the design target for the Building per the USGBC (United States Green Building Council) standards for LEED (Leadership in Energy and Environmental Design).

Building is designed to meet current seismic standards per the 2010 edition of the California Building Code.

Performance Standards. Seller shall provide the Transition Services, with no less than the degree of care, skill, quality and timeliness, in all material respects, as Seller has historically provided to the Business during the twelve (12) months prior to the Closing. Except as specified in this Agreement, Seller makes no warranties, representations or conditions of any kind, express or implied, with respect to any Transition Services provided under this Agreement and Seller hereby disclaims all such warranties. Seller Indemnified Parties shall not be liable to ​ or the ​ for any error of judgment or mistake of fact or for any losses incurred by ​ or the ​ in connection with matters to which this Agreement relates, except that, as provided in Section 3.1, Seller shall be liable for losses resulting from its breach of this Agreement, gross negligence, intentional misconduct or fraud in the provision of Transition Services under this Agreement.

Performance Standards. Provider shall perform, and shall cause Provider’s Personnel to perform, all of its obligations under this Agreement: # in strict accordance with the terms of this Agreement and the applicable SOW, including all amendments, work orders and other related documents; and # in a professional, commercially diligent basis, in accordance with the generally accepted industry and professional standards, procedures and practices.

Professional Standards. Provider shall require all Provider Professionals to meet certain performance and credentialing standards, as agreed upon with Manager. Provider and Manager acknowledge that all Professional Services shall be performed solely by Provider Professionals, as applicable, with all necessary direct supervision and control of and by Provider Professionals where applicable. Provider agrees to reassign (to the extent practicable) or terminate Provider Professionals who commit gross violations of Manager’s reasonable policies or commit a material breach of the terms of their agreement with Provider. Each Provider Professional shall be licensed to the full extent required by federal and Utah law. Provider and Provider Professionals shall at all times provide Professional Services in accordance with all ethical standards, laws and regulations applicable to their profession. Provider will cooperate with Manager in taking steps to resolve any utilization review or quality assurance issues which may arise in connection with Professional Services rendered. If any disciplinary actions or professional liability actions are initiated against Provider or any Provider Professional, Provider shall immediately inform Manager of such action and the underlying facts and circumstances. Provider agrees to implement and maintain a program to monitor the quality of Professional Services performed by Provider Professionals, and Manager shall render administrative assistance to Provider on an as-requested basis to assist Provider in implementing and maintaining such program.

Performance Standards. Service Provider agrees that in providing Services under this Agreement it shall # conduct itself in accordance with all reasonable commercial and professional standards of care, diligence, and good faith, provided that such standards must be consistent with prudent management practices in the life insurance industry generally, and shall generally act in such a way as to preserve the goodwill toward Recipient on the part of the general public, customers and all those having business relations with Recipient and # comply with all laws, regulations, rules and orders applicable to Service Provider with respect to the Services or to Recipient. Service Provider agrees at all times to maintain sufficient Facilities and trained personnel of the kind necessary to perform this Agreement.

The following describes the Base Building configuration for the core and shell construction of the office building known as Bay Meadows Station 4 (“STA 4” or the “Building”). The Building is designed to comply with the 2010 Edition of the California Building Standards Code and California Code of Regulations, Title 24.

The certification or rating standards of such programs by which Landlord and Tenant agree to abide pursuant to this Lease are described in [Exhibit F] attached hereto (collectively, the “Green Standards”). Tenant will also use reasonable efforts to comply with other comparable or replacement standards reasonably proposed by Landlord and relating to sustainable or “green” building operations provided they do not, alone or in combination with other standards imposed by Landlord (as opposed to those requirements imposed by applicable Laws) in Tenant’s reasonable judgment materially and adversely affect the functionality, usability, enjoyment or economics of the Premises for Tenant, taking into consideration the fact that the parties have determined that the Building should be environmentally sensitive. No such other “green” standards shall adversely affect Tenant’s use or enjoyment of the Premises or require that Tenant incur costs or liabilities which are in excess of those Tenant could reasonably be expected to incur pursuant to the Green Standards, unless such costs and liabilities are reimbursed to Tenant by Landlord within thirty (30) days following Tenant’s written request therefor.

SIGNS. LESSOR may*, at its expense, identify LESSEE’S occupancy of the premises with a building standard sign at the main entry to the premises and, if applicable, ​on the building’s directory. LESSEE shall obtain LESSOR’S prior written consent before erecting any sign(s), and shall erect and maintain any such sign(s) in accordance with LESSOR’S building standards for style, size, wording, design, location, eta, now or hereafter made by LESSOR. LESSOR may, at LESSEE’S expense, remove and dispose of any sign(s) not property approved, erected, or maintained.

The Loan Parties will cause all financial statements referred to in [Sections 9.7, 9.8, 9.9, 9.12, and 9.13]3]3]3]3] as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein), subject to applicable "fresh-start" accounting principles (or similar treatments).

Diligence; Standards of Conduct. With respect to each Collaboration Antigen, Unum (itself or through its Affiliates or by permitted subcontracting pursuant to Section 5.9) agrees to use Commercially Reasonable Efforts to Develop Research Candidates in the Territory, and to carry out the tasks specified under the Research Plan, in a timely and effective manner, and agrees to conduct its activities under the Research Plan in a good scientific manner and in compliance in all material respects with Applicable Law. SGI will cooperate with and provide reasonable support to Unum (especially in connection with the SGI Antibodies included in such Research Candidates) in connection with Unum’s performance of its responsibilities under the Research Plan. The Parties acknowledge and agree, however, that no outcome or success is or can be assured and that failure to achieve desired results will not in and of itself constitute a breach or default of any obligation in this Agreement (notwithstanding the focus of the Research Program described above).

On a Product-by-Product basis, each Party will use Commercially Reasonable Efforts to Commercialize such Product in the Shared Territory, and to carry out the tasks specified under the Joint Commercialization Plan in a timely and effective manner and in compliance in all material respects with Applicable Law and applicable codes of conduct.

The Executive agrees that, in matters affecting the conduct of the business of the Company and its Affiliates, the Executive shall use all reasonable efforts to comply with all applicable laws and regulations, as well as the rules, regulations, policies and procedures of the Company of general application to its employees, as they may be revised from time to time.

The Building and The Project. The Premises constitutes a portion of the building set forth in Section 2.1 of the Summary (the " XE "Building" Building"). The Building is part of an office/laboratory project

Operable Base Building Systems; Warranty. Landlord shall deliver the Premises with the Building’s heating, ventilating and air conditioning system and equipment, the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment and other mechanical, electrical and communications systems and equipment (collectively, the “Base Building Systems”), the structural elements of the Premises and the foundation of the Building in good working order and repair. If, during the one (1) year period following the Delivery Date, it is determined that any of the Base Building Systems are not in good working order and repair, then Landlord shall not be liable to Tenant for any damages, but Landlord, at no cost to Tenant (including as Operating Expenses), shall take such other action as may be necessary to place the applicable Building System in the good working condition; provided, however, that if Tenant does not give Landlord written notice of any deficiency of any of the Base Building Systems within one (1) year after the Delivery Date , Landlord shall not be responsible for correcting such condition pursuant to this Paragraph 10.2 but rather such condition shall be corrected as otherwise provided in the Lease and the cost of performing such correction shall be included in Operating Expenses, to the extent permitted pursuant to Paragraph 7 or performed by Tenant as required under Paragraph 11. Landlord’s warranty hereunder does not cover the cost of normal repair, maintenance or replacement expected in light of the specifications of the applicable construction materials, equipment or system.

If any improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which improvements conforming to Landlord’s building standards (the “Building Standard”) in other spaces in the Building are assessed, then the real property taxes and assessments levied against Landlord or the Building, the Property or the Project by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of Section 10.2. Any such excess assessed valuation due to improvements in or alterations to space in the Project leased by other tenants at the Project shall not be included in Operating Expenses. If the records of the applicable governmental assessor’s office are available and sufficiently detailed to serve as a basis for determining whether such Tenant improvements or alterations are assessed at a higher valuation than the Building Standard, then such records shall be binding on both Landlord and Tenant.

The Company is building a culture committed to excellence and the highest of ethical standards. We believe ownership of Tocagen Inc. common stock is a key element of supporting this culture, and this offer of employment includes an opportunity for you to be awarded stock options to acquire common stock in the Company. Specific information on the stock option component of your employment offer will be covered in a separate letter.