Exhibit 10.18


 


OYSTER POINT MARINA PLAZA


 


Seventh
Amendment to Office Lease


 


THIS SEVENTH AMENDMENT TO
OFFICE LEASE (the “Seventh Amendment”) is made and entered into as of October
1, 2004, by and between KASHIWA FUDOSAN AMERICA,
INC., a California corporation (“Landlord”) and TITAN PHARMACEUTICALS,
INC., a Delaware corporation (“Tenant”).


 


Recitals


 


A.                          Landlord
and Tenant have heretofore entered into that certain lease dated February 14,
1996 (the “Lease”) for premises originally described as Suite 505 (the “Premises”),
initially containing approximately 3,866 rentable square feet of space in the
building located at 400 Oyster Point Boulevard, South San Francisco, California
(the “Building”), which forms part of the office building complex commonly
known as Oyster Point Marina Plaza (the “Complex”).


 


B.                            The
Lease has heretofore been amended by the following instruments (collectively
the “Addenda”):


 


(i)                  First
Amendment to Lease dated as of March 25, 1997;


 


(ii)               Second
Amendment to Lease dated as of May 22, 1998;


 


(iii)            Third
Amendment to Lease dated as of November 11, 2000;


 


(iv)           Fourth
Amendment to Lease dated as of April 9, 2001;


 


(v)              Fifth
Amendment to Lease dated as of December 5, 2001; and


 


(vi)           Sixth
Amendment to Lease dated as of August 1, 2002.


 


C.                            The
parties mutually desire to amend the terms of the Lease to extend its Term,
expand the Premises, and in certain other respects, all on and subject to the
terms and conditions hereof.


 


Agreement


 


Now, therefore, in
consideration of the mutual terms and conditions herein contained and of other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:


 


1                      EFFECT OF
AMENDMENT.  Landlord and Tenant agree
that, notwithstanding anything contained in the Lease to the contrary, the
provisions set forth below will be deemed to be part of the Lease and shall
supersede, to the extent they differ, any contrary provisions in the
Lease.  Terms defined in the Lease shall
have the same meanings in this Seventh Amendment, unless a different definition
is set forth in this Seventh Amendment. 
The term Lease as used herein shall be
deemed to include the Addenda, each of which may also be referred to separately
herein.


 


2                      EFFECTIVE
DATE.  The amendments and changes
specified in this Seventh Amendment shall become effective on July 1, 2005 (the “Effective Date”).  Notwithstanding the foregoing, this Seventh
Amendment shall constitute the fully-binding agreement and contract of the
parties from and after the date of the parties’ execution and delivery of this
Seventh Amendment to each other.


 


Oyster Point Marina Plaza Seventh
Amendment to Office Lease


Kashiwa Fudosan America, Inc. :: Titan Pharmaceuticals, Inc.


 


1





















 


3                      SUMMARY
TABLE.  The Table set forth in
¶ 3 of Sixth Amendment is hereby superseded and replaced in its entirety
by the following table, which shall constitute the Table under § 1.2 of
the Lease for all purposes from and after the Effective Date of this Seventh
Amendment:


 


	
  Periods

  	
   

  	
  Suite

  No.

  	
   

  	
  RSF

  	
   

  	
  USF

  	
   

  	
  Monthly

  Base Rent

  	
   

  	
  Tenant’s Share

  Bldg

  	
   

  	
  Tenant’s

  Share

  Complex

  	
   

  	
  Base

  Year

  	
   

  
	
  July 1, 2005 through June
  30, 2006

  	
   

  	
  505

  	
   

  	
  18,774

  	
   

  	
  16,325

  	
   

  	
  $

  	
  47,873.70

  	
   

  	
  8.100

  	
  %

  	
  4.042

  	
  %

  	
  2005

  	
   

  
	
  504

  	
   

  	
  3,821

  	
   

  	
  3,323

  	
   

  	
  $

  	
  9,743.55

  	
   

  	
  1.649

  	
  %

  	
  0.823

  	
  %

  
	
  July 1, 2006 through June
  30, 2007

  	
   

  	
  505

  	
   

  	
  18,774

  	
   

  	
  16,325

  	
   

  	
  $

  	
  38,111.22

  	
   

  	
  8.100

  	
  %

  	
  4.042

  	
  %

  	
  2005

  	
   

  
	
  504

  	
   

  	
  3,821

  	
   

  	
  3,323

  	
   

  	
  $

  	
  7,756.63

  	
   

  	
  1.649

  	
  %

  	
  0.823

  	
  %

  
	
  July 1, 2007 through June
  30, 2008

  	
   

  	
  505

  	
   

  	
  18,774

  	
   

  	
  16,325

  	
   

  	
  $

  	
  39,049.92

  	
   

  	
  8.100

  	
  %

  	
  4.042

  	
  %

  	
  2005

  	
   

  
	
  504

  	
   

  	
  3,821

  	
   

  	
  3,323

  	
   

  	
  $

  	
  7,947.68

  	
   

  	
  1.649

  	
  %

  	
  0.823

  	
  %

  
	
  July 1, 2008 through June
  30, 2009

  	
   

  	
  505

  	
   

  	
  18,774

  	
   

  	
  16,325

  	
   

  	
  $

  	
  39,988.62

  	
   

  	
  8.100

  	
  %

  	
  4.042

  	
  %

  	
  2005

  	
   

  
	
  504

  	
   

  	
  3,821

  	
   

  	
  3,323

  	
   

  	
  $

  	
  8,138.73

  	
   

  	
  1.649

  	
  %

  	
  0.823

  	
  %

  
	
  July 1, 2009 through June
  30, 2010

  	
   

  	
  505

  	
   

  	
  18,774

  	
   

  	
  16,325

  	
   

  	
  $

  	
  40,927.32

  	
   

  	
  8.100

  	
  %

  	
  4.042

  	
  %

  	
  2005

  	
   

  
	
  504

  	
   

  	
  3,821

  	
   

  	
  3,323

  	
   

  	
  $

  	
  8,329.78

  	
   

  	
  1.649

  	
  %

  	
  0.823

  	
  %

  
																				



 


In the event of any
conflict between the terms contained in the Table and the terms contained in
subsequent paragraphs of this Seventh Amendment, the terms of the Table shall
control, except as may be expressly varied in any subsequent paragraph of this
Seventh Amendment.


 


4                      EXTENSION OF
LEASE TERM.  The Term of the Lease
specified in § 1.4 of the Lease, as heretofore modified in the Addenda, is
hereby extended for an additional period of three (3) years (the “Extension
Term”) commencing on July 1, 2007
(the “Extension Term Commencement Date”), and the Expiration Date of the Lease
is hereby amended accordingly to June 30, 2010
as shown in the Table.


 


5                      EXTENSION
TERM BASE RENT.  The Base Rent for
the Premises specified in § 1.5 of the Lease, as heretofore modified in
the Addenda, shall be the amounts specified as Monthly Base Rent in the Table
above for the various periods and spaces set forth in the Table from and after
the Effective Date.


 


6                      BASE YEAR.  As specified in the Table above, the Base
Year for the purposes calculating Tenant’s Share of Increased Operating
Expenses and Increased Taxes under Article 4 of the Lease shall be calendar
year 2005 from and after the Effective Date.


 


7                      CONDITION OF
PREMISES.  Tenant shall accept the
Premises, any existing Improvements in the Premises, and the Systems and
Equipment serving the same in an “as is” condition on the Extension Term
Commencement Date, and Landlord shall have no obligation to improve, alter,
remodel, or otherwise modify the Premises in connection with Tenant’s continued
occupancy of the Premises from and after the Effective Date.


 


7.1       Landlord’s
Improvement Allowance.  Notwithstanding
anything to the contrary in ¶ 7 above, Landlord agrees to provide a tenant
improvement allowance in the amount of Forty Thousand Dollars
($40,000.00) (the “Improvement Allowance”) to be used for
improvements (including preparation of any and all design documents or “as-built”
drawings for existing or future improvements) that Tenant may elect to make in
the Premises after the Effective Date hereof. 
Any and all such improvements that Tenant may elect to make shall be
subject to the terms and provisions of Article 9 of the Lease, including
Landlord’s obligation under § 9.2.1 to provide as-built drawings to
Tenant; provided, that, from and after July 1, 2004, Landlord agrees to reduce
the amount of the administrative fee stated in the fifth (5th ) line
of § 9.5 of the Lease from fifteen percent (15%) to eight percent (8%) in
connection with Tenant’s


 


2





















 


utilization of the Improvement Allowance for the construction and
installation of improvements in the Premises. 
Landlord agrees that the Improvement Allowance shall be available for
Tenant’s use during the entire Extension Term, provided that all work of
construction and installation associated with Tenant’s draw upon the
Improvement Allowance shall be reasonably calculated to be completed prior to
the Expiration Date as herein amended.  Landlord
shall own any “as-built” plans for any existing or future improvements.


 


8                      PROPERTY. Subsection 1.6.4 of the Lease is
hereby amended by the addition of the following sentence at the end of the
paragraph:


 


If Landlord enters the Premises to exercise any of the
foregoing rights, Landlord shall provide reasonable advance written or oral
notice (and in no event less than twenty-four (24) hours’ notice) to Tenant’s
on-site manager or appropriate person (except in emergencies)  Landlord agrees to schedule repair activities
hereunder and maintenance activities under § 25.3 below that might cause
interruption or inconvenience to Tenant outside of the Business hours specified
in § 8.1.1 to the extent reasonably possible without requiring Landlord to
expend additional time or incur additional expense that could otherwise be
avoided.


 


9                      OPTION TO
RENEW.  Tenant’s Extension Option
specified in § 1.7 of the Lease shall apply to the period following the
Expiration Date of the Lease as amended in ¶ 4 above.


 


10               HVAC.  Subsection 8.1(c)  is hereby amended by the addition of the
following sentence at the end of the paragraph:


 


The parties agree that, in order to maintain the
comfortable temperature range to be maintained hereunder during Business Hours,
Landlord shall endeavor to maintain the temperature within the Premises during
Business Hours in conformity with the industry-standard 1995 ASHRAE
Standards, provided that deviation from such standards shall not form the basis
for any liability hereunder.


 


11               INTERRUPTION OF
SERVICES.  Subsection 8.7 of the
Lease is hereby amended by modifying the last sentence as follows:


 


Landlord shall use commercially reasonable efforts to
minimize disruption to Tenant during any foreseeable interruption of services
and shall take appropriate action to correct any such interruption as soon as
reasonably possible after receipt of Tenant’s written notice thereof.


 


12               LANDLORD’S RIGHT TO
MAINTAIN.  Subsection 25.4 of the
Lease is hereby amended and restated in its entirety to read as follows:


 


In connection with entering the Premises to exercise
any of the foregoing rights, Landlord shall: (a) provide reasonable
advance written or oral notice (and in no event less than one (1) business day’s
notice) to Tenant’s on site manager or other appropriate person (except in
emergencies), and (b) take reasonable steps to avoid any unreasonable
interference with Tenant’s business. 
Landlord and its service providers shall schedule repair and maintenance
work outside of normal Business Hours whenever reasonably possible without requiring
Landlord to expend additional time or incur additional expense that could
otherwise be avoided.  Repair work that is
required to repair broken parts or system malfunctions shall be considered
emergency situations.


 


13               NO DISCLOSURE.  Tenant agrees that it shall not disclose any
of the matters set forth in this Seventh Amendment or disseminate or distribute
any information concerning the terms, details, or conditions hereof to any
person, firm, or entity without obtaining the express written approval of
Landlord.


 


3





















 


14               NO OFFER.  Submission of this Seventh Amendment is not
an offer to enter into the same but a solicitation for such an offer by
Tenant.  Tenant agrees that its execution
of this Seventh Amendment constitutes a firm offer to enter the same which may
not be withdrawn for a period of thirty (30) working days after delivery to
Landlord.  Landlord shall not be bound by
this Seventh Amendment until Landlord has executed and delivered the same to
Tenant.  This Seventh Amendment shall not
be relied upon by any other party, individual, corporation, partnership, or
other entity as a basis for terminating its lease with Landlord.


 


15               DEFINED TERMS.  Terms used herein that are defined in the
Lease shall have the meanings therein defined, unless a different definition is
set forth in this Seventh Amendment.  In
the event of any conflict between the provisions of the Lease, and this Seventh
Amendment, the terms of this Seventh Amendment shall prevail.


 


16               SURVIVAL.  Warranties, representations, agreements, and
obligations contained in this Seventh Amendment shall survive the execution and
delivery of this Seventh Amendment and shall survive any and all performances
in accordance with this Seventh Amendment.


 


17               COUNTERPARTS.  This Seventh Amendment may be executed in any
number of counterparts, which each severally and all together shall constitute one
and the same Seventh Amendment.


 


18               ATTORNEYS’ FEES.  If any party obtains a judgement against any
other party or parties by reason of breach of this Seventh Amendment,
reasonable attorneys’ fees and costs as fixed by the court shall be included in
such judgement against the losing party or parties.


 


19               SUCCESSORS.  This Seventh Amendment and the terms and
provisions hereof shall inure to the benefit of and be binding upon the heirs,
successors, and assigns of the parties.


 


20               AUTHORITY.  Each of the individuals executing this
Seventh Amendment represents and warrants that he or she is authorized to
execute this Seventh Amendment on behalf of the party for whom he or she is
executing this Seventh Amendment and that by his or her signature such party is
legally bound by the terms, covenants, and conditions of this Seventh
Amendment.


 


21               GOVERNING LAW.  This Seventh Amendment shall be construed and
enforced in accordance with the laws of the State of California.


 


22               CONTINUING VALIDITY
OF LEASE.  Except as expressly
modified herein, the Lease remains in full force and effect.


 


23               CONFLICTS.  In the event of any conflict between the
provisions of this Seventh Amendment and those of the Lease or of the Addenda,
the terms and conditions of this Seventh Amendment shall control.


 


24               WHOLE AGREEMENT.  The mutual obligations of the parties as
provided herein are the sole consideration for this Seventh Amendment, and no
representations, promises, or inducements have been made by the parties other
than as appear in this Seventh Amendment, which supersedes any previous
negotiations.  There have been no
representations made by the Landlord or understandings made between the parties
other than those set forth in this Seventh Amendment.  This Seventh Amendment may not be amended
except in writing signed by all the parties.


 


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In witness whereof, the parties have executed this Seventh
Amendment as of the date first above written.


 


	
   

  	
  Landlord:

  	
  KASHIWA FUDOSAN AMERICA, INC.,
  a California corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Haru Takehana

  	
   

  
	
   

  	
   

  	
     Haru
  Takehana, Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tenant:

  	
  TITAN PHARMACEUTICALS, INC.,
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Louis R. Bucalo

  	
   

  
	
   

  	
   

  	
    Louis R. Bucalo

  	
   

  
	
   

  	
  [name
  typed]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
    Chairman, President & CEO

  	
   

  
								



 


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