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 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.

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 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).

The Building and The Project. The Premises constitutes the space set forth in Section 2.1 of the Summary (the "Building"). The Building is part of an office/laboratory project currently known as "Nexus on Grand." The term "Project," as used in this Lease, shall mean # the Building and the Common Areas, and # the land (which is improved with landscaping, parking facilities and other improvements) upon which the Building and the Common Areas are located, and # at Landlord's discretion, any additional real property, areas, land, buildings or other improvements added thereto outside of the Project (provided that any such additions do not increase Tenant's obligations under this Lease).

The Building and The Project. The Premises consist of the entirety of the building set forth in Section 2.1 of the Summary (the “Building”). The term “Project,” as used in this Lease, shall mean # the Building, # the Common Areas, # the Property and the land upon which the Common Areas are located, and # the additional real property, areas, land, buildings and other improvements subject to that certain Declaration of Covenants, Conditions, Restrictions and Easements for Plaza Six, dated as of April 30, 1985 and recorded on April 30, 1985 as instrument Number 85-083796 in the Official Records of Alameda County, California (the “Official Records”), as amended by that certain First Amendment to Declaration of Covenants, Conditions, Restrictions, and Easements dated as of March 29, 2019, and recorded on March 29, 2019, as Instrument Number 2019-056223 in the Official Records, and that certain Second Amendment to Declaration of Covenants, Conditions, Restrictions, and Easements dated as of April 16, 2019, and recorded on May 1, 2019, as Instrument Number 2019-079180 in the Official Records (as amended, the “Declaration”).

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.