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. 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. 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. 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 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.

UTILITIES. LESSOR shall provide equipment per LESSOR’S building standards to heat the premises in season and to cool all office areas between May 1 and November 1. LESSEE shall pay all charges for utilities used on the premises, including electricity, telecommunications, gas, oil, water, and sewer, and shall use whichever utility service provider LESSOR designates. LESSEE shall also pay LESSOR a proportionate share of any other fees and charges relating in any way to utility use at the building, including charges for routine maintenance of any on-site septic system. LESSEE shall pay the utility provider or LESSOR, as applicable, for all such charges as determined by separate meters serving the premises and/or as a proportionate share if not separately metered.

Operating Expenses which relate to a specific office building and not to any other office building in the Project (including without limitation, separately metered electrical costs and repair and maintenance costs of any office building), shall be entirely allocated to such specific office building. Accordingly, the cost of the maintenance and repairs set forth in Paragraph 10.1 with respect to the Building, the premiums and costs for insurance covering the Building, and the Real Property Taxes assessed against the Building and the parcel of land upon which the Building is located shall be entirely allocated to the Building.

Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of # any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, # the implementation of any Benchmark Replacement, # the effectiveness of any Benchmark Replacement Conforming Changes and # the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this [Section 8.01(b)], including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this [Section 8.01(b)].

Notices; Standards for Decisions and Determinations. The Bank will promptly notify the Borrower of # the implementation of any Benchmark Replacement and # the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Bank will promptly notify the Borrower of # the removal or reinstatement of any tenor of a Benchmark pursuant to [Section 2.07(e) and (y)])] the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Bank pursuant to this [Section 2.07], including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this [Section 2.07].

Liens on the Headquarters, the Waterside Garage, the Clocktower Building and the Waterside Building; and

Plans. Prior to commencing construction of any Tenant’s changes Tenant shall furnish to Landlord, for Landlord’s reasonable approval, a detailed layout plan (the “Space Plan”), prepared by Tenant’s architect (as reasonably approved by Landlord) (“Tenant’s Architect”), for the improvements Tenant desires to have constructed in the Premises or portion thereof. The Space Plan shall also # show types of finishes for the improvements, # separately note any proposed structural work or extraordinary electrical, plumbing or HVAC requirements, # show improvements that conform to Landlord’s base building requirements, the “Tenant Construction Standards” and “Conditions for Construction”, if any, then applicable to the Building (collectively, the “Building Construction Standards”) and applicable building codes and other local, state or federal law, ordinance, rule, regulation, code, or order of any governmental entity or insurance requirement (collectively, “Legal Requirements”) now in force or which may hereafter be enacted, # be in sufficient detail as would permit the selected contractor to obtain preliminary estimates of the cost of performing all work shown thereon and # be subject to Landlord’s reasonable approval. Landlord shall respond to the Space Plan within five (5) business days after Landlord’s receipt thereof. Tenant shall cause Tenant’s Architect to promptly revise the Space Plan to address any reasonable objections raised by Landlord and Tenant shall resubmit an appropriately revised Space Plan to Landlord within five (5) business days after receipt of Landlord’s objections. This procedure shall be followed until all objections have been resolved and the Space Plan approved by Landlord and Tenant. Tenant is responsible for providing a Space Plan that complies with all applicable building codes and other Legal Requirements, and Landlord’s aforementioned approval of the Space Plan merely indicates Landlord’s consent to the proposed work shown thereon. In no event shall such approval of the Space Plan by Landlord be deemed to constitute a representation by Landlord that the work called for in the Space Plan complies with applicable Legal Requirements nor shall such consent release Tenant from Tenant’s obligation to supply a Space Plan that conforms to applicable Legal Requirements. The Space Plan, as approved by Tenant and Landlord, is referred to hereinafter as the “Final Space Plan.”

“FASB ASC”: the Accounting Standards certification of the Financial Accounting Standards

Elevator cabs to be fully finished with Class A building level finishes to complement Building lobby finishes.

Landlord may adopt any name for the Building and Landlord reserves the right to change the name or address of the Building at any time, provided Landlord shall not name the Building after a competitor of Tenant.