AGREEMENT FOR TERMINATION OF LEASE
AND VOLUNTARY SURRENDER OF PREMISES
This Agreement for Termination of Lease and Voluntary Surrender of Premises (this Agreement) is made and entered into as of June 10, 2020, by and between ARE-SD REGION NO. 61, LLC, a Delaware limited liability company (Landlord), and TOCAGEN, INC., a Delaware corporation (Tenant), with reference to the following:
A. Pursuant to that certain Lease dated as of December 21, 2017, as amended by that certain First Amendment to Lease dated as of December 16, 2019 (as amended, the Lease), Tenant now leases from Landlord certain premises consisting of approximately 17,669 rentable square feet located on the 6th floor (the Premises) in that certain building located at 4242 Campus Point Court, San Diego, California. The Premises are more particularly described in the Lease. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.
B. The Lease Term is scheduled to expire on June 30, 2026.
C. Tenant and Landlord desire, subject to the terms and conditions set forth below, to accelerate the expiration date of the Lease Term.
D. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises made herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, Landlord and Tenant agree as follows:
1. Surrender of Premises. Landlord and Tenant hereby agree, subject to Tenants satisfaction (or Landlords waiver) of all of the terms and conditions set forth in this Agreement and subject to Tenants Re-Occupancy Right (defined below), as follows:
a. On or before the date that is 1 business day after the mutual execution and delivery of this Agreement (the Surrender Date), Tenant shall voluntarily quit and vacate the Premises, in good condition and repair, broom clean, patched and painted as applicable, and otherwise in the condition required by the Lease.
b. After the Surrender Date, Tenant shall have no rights of any kind (including, without limitation, any right to enter, use, sublease or otherwise occupy) with respect to the Premises, except as expressly set forth in Section 1(a) above and Section 5 below;
c. Commencing on the date hereof and continuing through and until the Termination Date (defined below), Tenant agrees to cooperate with Landlord in all matters relating to Landlords coordinating the transition or termination of any utility agreements, service contracts or other agreements that Landlord requests to be transitioned or terminated, which cooperation shall include, without limitation, Tenants provision to Landlord and Landlords employees, agents, contractors and invitees (each, a Landlord Party), full access to the Premises (Landlords Section 1(c) Access Right); and
d. Tenant hereby waives any and all claims against Landlord and any other Landlord Party in connection with the exercise of Landlords Section 1(c) Access Right (including, without limitation, any claim for rent abatement) except to the extent caused by Landlords or any Landlord Partys willful misconduct or negligence.