**Exhibit 10.18**

 

*OYSTER POINT MARINA PLAZA*

 

**SeventhAmendment to Office Lease**

 

THIS SEVENTH AMENDMENT TOOFFICE LEASE (the “Seventh Amendment”) is made and entered into as of October1, 2004, by and between **KASHIWA FUDOSAN AMERICA,INC.**, a California corporation (“Landlord”) and **TITAN PHARMACEUTICALS,INC.**, a Delaware corporation (“Tenant”).

 

**Recitals**

 

A.                          Landlordand 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 thebuilding located at 400 Oyster Point Boulevard, South San Francisco, California(the “Building”), which forms part of the office building complex commonlyknown as Oyster Point Marina Plaza (the “Complex”).

 

B.                            TheLease has heretofore been amended by the following instruments (collectivelythe “Addenda”):

 

##### (i)                  FirstAmendment to Lease dated as of March 25, 1997;

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##### (ii)               SecondAmendment to Lease dated as of May 22, 1998;

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##### (iii)            ThirdAmendment to Lease dated as of November 11, 2000;

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##### (iv)           FourthAmendment to Lease dated as of April 9, 2001;

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##### (v)              FifthAmendment to Lease dated as of December 5, 2001; and

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

 

C.                            Theparties 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 theterms and conditions hereof.

 

**Agreement**

 

Now, therefore, inconsideration of the mutual terms and conditions herein contained and of othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:

 

# **1****                      EFFECT OFAMENDMENT.**  Landlord and Tenant agreethat, notwithstanding anything contained in the Lease to the contrary, theprovisions set forth below will be deemed to be part of the Lease and shallsupersede, to the extent they differ, any contrary provisions in theLease.  Terms defined in the Lease shallhave the same meanings in this Seventh Amendment, unless a different definitionis set forth in this Seventh Amendment. The term *Lease* as used herein shall bedeemed to include the Addenda, each of which may also be referred to separatelyherein.

#  

# **2****                      EFFECTIVEDATE.**  The amendments and changesspecified in this Seventh Amendment shall become effective on **July 1, 2005** (the “Effective Date”).  Notwithstanding the foregoing, this SeventhAmendment shall constitute the fully-binding agreement and contract of theparties from and after the date of the parties’ execution and delivery of thisSeventh Amendment to each other.

 

*Oyster Point Marina Plaza SeventhAmendment to Office Lease*

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

 

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# **3****                      SUMMARYTABLE.**  The Table set forth in¶ 3 of Sixth Amendment is hereby superseded and replaced in its entiretyby the following table, which shall constitute the Table under § 1.2 ofthe Lease for all purposes from and after the Effective Date of this SeventhAmendment:

 
| **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 anyconflict between the terms contained in the Table and the terms contained insubsequent paragraphs of this Seventh Amendment, the terms of the Table shallcontrol, except as may be expressly varied in any subsequent paragraph of thisSeventh Amendment.

 

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

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# **5****                      EXTENSIONTERM BASE RENT.**  The Base Rent forthe Premises specified in § 1.5 of the Lease, as heretofore modified inthe Addenda, shall be the amounts specified as Monthly Base Rent in the Tableabove for the various periods and spaces set forth in the Table from and afterthe Effective Date.

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# **6****                      BASE YEAR.**  As specified in the Table above, the BaseYear for the purposes calculating Tenant’s Share of Increased OperatingExpenses and Increased Taxes under Article 4 of the Lease shall be calendaryear **2005**from and after the Effective Date.

#  

# **7****                      CONDITION OFPREMISES.**  Tenant shall accept thePremises, any existing Improvements in the Premises, and the Systems andEquipment serving the same in an “as is” condition on the Extension TermCommencement Date, and Landlord shall have no obligation to improve, alter,remodel, or otherwise modify the Premises in connection with Tenant’s continuedoccupancy of the Premises from and after the Effective Date.

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

 

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

##  

# **8****                      PROPERTY.** Subsection 1.6.4 of the Lease ishereby amended by the addition of the following sentence at the end of theparagraph:

#  

*If Landlord enters the Premises to exercise any of theforegoing rights, Landlord shall provide reasonable advance written or oralnotice (and in no event less than twenty-four (24) hours’ notice) to Tenant’son-site manager or appropriate person (except in emergencies)  Landlord agrees to schedule repair activitieshereunder and maintenance activities under § 25.3 below that might causeinterruption or inconvenience to Tenant outside of the Business hours specifiedin § 8.1.1 to the extent reasonably possible without requiring Landlord toexpend additional time or incur additional expense that could otherwise beavoided.*

* *

# **9****                      OPTION TORENEW.**  Tenant’s Extension Optionspecified in § 1.7 of the Lease shall apply to the period following theExpiration Date of the Lease as amended in ¶ 4 above.

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

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*The parties agree that, in order to maintain thecomfortable temperature range to be maintained hereunder during Business Hours,Landlord shall endeavor to maintain the temperature within the Premises duringBusiness Hours in conformity with the industry-standard 1995 ASHRAEStandards, provided that deviation from such standards shall not form the basisfor any liability hereunder.*

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# **11****               INTERRUPTION OFSERVICES.**  Subsection 8.7 of theLease is hereby amended by modifying the last sentence as follows:

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*Landlord shall use commercially reasonable efforts tominimize disruption to Tenant during any foreseeable interruption of servicesand shall take appropriate action to correct any such interruption as soon asreasonably possible after receipt of Tenant’s written notice thereof.*

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# **12****               LANDLORD’S RIGHT TOMAINTAIN.**  Subsection 25.4 of theLease is hereby amended and restated in its entirety to read as follows:

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*In connection with entering the Premises to exerciseany of the foregoing rights, Landlord shall: (a) provide reasonableadvance written or oral notice (and in no event less than one (1) business day’snotice) to Tenant’s on site manager or other appropriate person (except inemergencies), and (b) take reasonable steps to avoid any unreasonableinterference with Tenant’s business. Landlord and its service providers shall schedule repair and maintenancework outside of normal Business Hours whenever reasonably possible without requiringLandlord to expend additional time or incur additional expense that couldotherwise be avoided.  Repair work that isrequired to repair broken parts or system malfunctions shall be consideredemergency situations.*

* *

# **13****               NO DISCLOSURE.**  Tenant agrees that it shall not disclose anyof the matters set forth in this Seventh Amendment or disseminate or distributeany information concerning the terms, details, or conditions hereof to anyperson, firm, or entity without obtaining the express written approval ofLandlord.

 

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

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# **15****               DEFINED TERMS.**  Terms used herein that are defined in theLease shall have the meanings therein defined, unless a different definition isset forth in this Seventh Amendment.  Inthe event of any conflict between the provisions of the Lease, and this SeventhAmendment, the terms of this Seventh Amendment shall prevail.

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# **16****               SURVIVAL.**  Warranties, representations, agreements, andobligations contained in this Seventh Amendment shall survive the execution anddelivery of this Seventh Amendment and shall survive any and all performancesin accordance with this Seventh Amendment.

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# **17****               COUNTERPARTS.**  This Seventh Amendment may be executed in anynumber of counterparts, which each severally and all together shall constitute oneand the same Seventh Amendment.

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

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

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# **20****               AUTHORITY.**  Each of the individuals executing thisSeventh Amendment represents and warrants that he or she is authorized toexecute this Seventh Amendment on behalf of the party for whom he or she isexecuting this Seventh Amendment and that by his or her signature such party islegally bound by the terms, covenants, and conditions of this SeventhAmendment.

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# **21****               GOVERNING LAW.**  This Seventh Amendment shall be construed andenforced in accordance with the laws of the State of California.

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# **22****               CONTINUING VALIDITYOF LEASE**.  Except as expresslymodified herein, the Lease remains in full force and effect.

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

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# **24****               WHOLE AGREEMENT.**  The mutual obligations of the parties asprovided herein are the sole consideration for this Seventh Amendment, and norepresentations, promises, or inducements have been made by the parties otherthan as appear in this Seventh Amendment, which supersedes any previousnegotiations.  There have been norepresentations made by the Landlord or understandings made between the partiesother than those set forth in this Seventh Amendment.  This Seventh Amendment may not be amendedexcept in writing signed by all the parties.

 

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In witness whereof, the parties have executed this SeventhAmendment 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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