Common use of Ownership of Alterations Clause in Contracts

Ownership of Alterations. Title to any Alterations thereto constructed by Tenant or subtenants shall be vested in Tenant, subtenant or, as may be required for financing purposes, other parties until the expiration or earlier termination of this Lease, at which time the Alterations thereto shall become the property of Commission, free and clear of all liens and encumbrances, without any obligation on the part of Commission to pay therefore. Subject to the terms of Section 10.1 relating to damage and destruction upon expiration or earlier termination of the Term of this Lease, whether by lapse of time or otherwise (including any holdover period), Tenant at its expense shall: (a) remove all of Tenant’s moveable, un- affixed personal property, goods, and effects, and those of all persons claiming under Tenant from the Campus; (b) to the extent required by Landlord, remove all of its exhibits and exhibit-related casework, and (c) promptly and peacefully surrender the leased facilities (includingsurrender of all Tenant’s improvements, alterations, and additions installed on the Campus) in at least as good a condition as at the Effective Date or the date of completion of the Alterations, reasonable wear and tear and casualty excepted. Any property left on the Campus more than thirty (30) days after the expiration or termination of the Term shall be deemed to have been abandoned and to have become the property of Landlord to dispose of as Landlord deems expedient, and Tenant shall be liable for all costs associated with thedisposal of such property. Tenant hereby waives all claims for damages that may be caused by Landlord re-entering and taking possession of the Campus or removing and storing Tenant’s property as herein provided. No such reentry shall be considered or construed to be a forcible entry.

Ownership of Alterations. Title to any All Alterations thereto constructed by Tenant or subtenants shall be vested Tenant's property during the term of this Lease. All Alterations, once completed, shall not be altered or removed from the Premises without Landlord's prior written approval pursuant to Section 9.a. above, except that Tenant may remove any Removable Trade Fixtures (as defined in TenantSection 9.e. below) without Landlord's consent provided that Tenant repairs any damage to the Premises or the Real Property caused by such removal. Without limitation, subtenant orLandlord's approval pursuant to Section 9.a. above shall not be deemed unreasonably withheld if any such Alterations would be removed, altered or demolished and not replaced with Alterations of equal or greater value and of the same utility and character as may be required for financing purposes, other parties until the prior Alterations. Upon the expiration or earlier termination of this Lease, all Alterations (other than Removable Trade Fixtures, which shall be and at which time the Alterations thereto all times remain Tenant's property) shall immediately and automatically, without any required action or notice by Landlord or Tenant, become the property of Commission, free and clear of all liens and encumbrancesLandlord's sole property, without any obligation on the part of Commission Landlord to pay thereforeTenant any sums or other consideration therefor. Subject Tenant shall not finance any Alterations by any means whatsoever which would result in a lien or security interest thereon or therein in favor of any party, nor shall Tenant otherwise allow any lien or security interest to be imposed upon or attach to any Alterations. Except as provided in Section 9.d. and below in this Section 9.c., Landlord may require Tenant, at Tenant's sole expense and by the end of the Term, to remove any Alterations and to restore the Premises to its condition prior to the terms of Section 10.1 relating Alterations. Notwithstanding the preceding sentence, Tenant shall not be required to damage and destruction upon expiration or earlier termination remove any of the Term Tenant Improvements (other than Removable Trade Fixtures) to any portion of this Lease, whether by lapse of time the Premises improved as general office space or otherwise (including any holdover period), Tenant at its expense shall: (a) remove all of Tenant’s moveable, un- affixed personal property, goodswarehouse space, and effectsnor shall Tenant be required to remove any of the Tenant Improvements (other than Removable Trade Fixtures) to any portion of the Phase I Premises improved as laboratory space if no more than [...***...] of the rentable square footage of the Phase I Premises is improved as laboratory space, and those nor shall Tenant be required to remove any of all persons claiming under the Tenant from the Campus; Improvements (bother than Removable Trade Fixtures) to the extent required by Landlord, remove all of its exhibits and exhibit-related casework, and (c) promptly and peacefully surrender the leased facilities (includingsurrender of all Tenant’s improvements, alterations, and additions installed on the Campus) in at least as good a condition as at the Effective Date or the date of completion any portion of the Alterations, reasonable wear and tear and casualty excepted. Any property left on the Campus Phase II Premises improved as laboratory space if no more than thirty (30) days after the expiration or termination [...***...] of the Term shall be deemed to have been abandoned and to have become the property of Landlord to dispose of as Landlord deems expedient, and Tenant shall be liable for all costs associated with thedisposal of such property. Tenant hereby waives all claims for damages that may be caused by Landlord re-entering and taking possession rentable square footage of the Campus or removing and storing Tenant’s property Phase II Premises is improved as herein provided. No such reentry shall be considered or construed to be a forcible entrylaboratory space.

Ownership of Alterations. Title All alterations and additions shall be part of the Building and owned by the Landlord; provided, however, that the Landlord may require removal by the Tenant of all or any portion of any alterations and additions made to the Premises by the Tenant. Upon Tenant’s written request given simultaneously with its request for consent to any Alterations thereto constructed alterations or additions, Landlord will advise the Tenant of such requirement for removal prior to the installation of the alteration or addition by the Tenant. All movable equipment, trade fixtures and furnishings not attached to the Premises shall remain the personal property of the Tenant or subtenants and shall be vested in Tenant, subtenant or, as may be required for financing purposes, other parties until removed by the Tenant upon expiration or earlier termination of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2, at which time any alterations and additions, equipment, trade fixtures, and furnishings installed by Landlord, whether or not attached to the Alterations thereto Premises, shall become be part of the property Building and owned by the Landlord, and shall in no event constitute the Tenant’s personal property. Any alterations and additions, if required to be removed upon the termination or expiration of Commissionthis Lease as hereinabove provided, free shall be removed by the Tenant with reasonable care and clear diligence; however Tenant shall not be required to cap off of all liens utility connections behind the adjacent interior finish, or restore such interior finish to the extent necessary so that the Premises are left with complete wall, ceiling and encumbrancesfloor finishes. RESPONSIBILITY FOR CONDITION OF BUILDING AND PREMISES Maintenance of Building and Common Areas by Landlord. Except as otherwise provided in Article 8, without the Landlord shall make such repairs to the foundation, roof, exterior walls (including exterior glass), floor slabs, elevators, base building mechanical and life safety systems (to the extent serving more than one tenant), and any obligation other base structural elements of the Building as may be necessary to keep them in compliance with applicable laws (including, but not limited to, the Baltimore City Building Code and the Americans with Disabilities Act (the ““ADA”“)), in good order, condition and repair, and make such repairs to the mechanical systems and equipment serving the Building, except for any mechanical systems and equipment that serve the Premises exclusively (““Tenant’s Dedicated Mechanical Systems and Equipment”“), and other Common Areas as are necessary to keep them in good order, condition and repair. The Landlord shall further perform the services designated as Landlord’s Services on Exhibit E. Subject to Section 7.4, the part Tenant shall be responsible for 100% of Commission the cost of any repair to pay thereforethe Premises, the Building, or the Land caused by the negligence or misconduct of the Tenant, or any agent, employee or contractor of the Tenant. Landlord will provide either manned or monitored security of the Building twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year. Landlord shall install and be solely responsible for the maintenance and operation of a Building-wide security system for monitoring and access control at Building entrances and the loading dock(s), with card access controls at the Building main entrances, stairwells and service doors. Tenant shall be provided with similar access to the Premises, Building and parking areas. Tenant shall comply with all rules and regulations relating to security and access to the Building imposed by Landlord, including use of key cards security systems installed in the elevators and lobby entrances to the Building. Subject to Section 7.4, the terms of Section 10.1 relating to damage and destruction upon expiration or earlier termination of the Term of this Lease, whether by lapse of time or otherwise (including any holdover period), Tenant at its expense shall: (a) remove all of Tenant’s moveable, un- affixed personal property, goods, and effects, and those of all persons claiming under Tenant from the Campus; (b) to the extent required by Landlord, remove all of its exhibits and exhibit-related casework, and (c) promptly and peacefully surrender the leased facilities (includingsurrender of all Tenant’s improvements, alterations, and additions installed on the Campus) in at least as good a condition as at the Effective Date or the date of completion of the Alterations, reasonable wear and tear and casualty excepted. Any property left on the Campus more than thirty (30) days after the expiration or termination of the Term shall be deemed to have been abandoned and to have become the property of Landlord to dispose of as Landlord deems expedient, and Tenant shall be liable responsible for all costs associated with thedisposal 100% of such property. Tenant hereby waives all claims for damages that may be the cost of any repair to the Premises, the Building, or the Land caused by Landlord re-entering and taking possession the negligence or misconduct of the Campus Tenant, or removing and storing any agent, employee or contractor of the Tenant’s property as herein provided. No such reentry shall be considered or construed to be a forcible entry.

Ownership of Alterations. Title to any Alterations thereto constructed by Tenant or subtenants shall be vested in Tenant, subtenant or, as may be required for financing purposes, other parties until the expiration or earlier termination of this Lease, at which time the Alterations thereto shall become the property of Commission, free and clear of all liens and encumbrances, without any obligation on the part of Commission to pay therefore. At Commission’s request, Tenant shall deliver a deed to the Buildings to Commission confirming this transfer at the expiration or termination of this Lease, together with a complete set of all as- built or other building plans and all keys to the Buildings and any other improvements on the Campus. Subject to the terms of Section 10.1 relating to damage and destruction upon expiration or earlier termination of the Term of this Lease, whether by lapse of time or otherwise (including any holdover period), Tenant at its expense shall: (a) remove all of Tenant’s moveable, un- affixed personal property, goods, and effects, and those of all persons claiming under Tenant from the Campus; (b) to the extent required by LandlordCommission, remove all of its exhibits and exhibit-related casework, and (c) promptly and peacefully surrender the leased facilities Campus (includingsurrender including surrender of all Tenant’s improvements, alterations, and additions installed on the Campus) in at least as good a condition as at the Effective Date of Possession or the date of completion of the Alterations, reasonable wear and tear and casualty excepted. Any property left on the Campus more than thirty (30) days after the expiration or termination of the Term shall be deemed to have been abandoned and to have become the property of Landlord Commission to dispose of as Landlord Commission deems expedient, and Tenant shall be liable for all costs associated with thedisposal the disposal of such property. Tenant hereby waives all claims for damages that may be caused by Landlord Commission re-entering and taking possession of the Campus or removing and storing Tenant’s property as herein provided. No such reentry shall be considered or construed to be a forcible entry.

Ownership of Alterations. Title to any Alterations thereto constructed by Tenant or subtenants All alterations and additions shall be vested part of the Building and owned by the Landlord; provided, however, that the Landlord may require removal by the Tenant of all or any portion of any alterations and additions made to the Premises, so long as the Landlord advised the Tenant of such requirement prior to the installation of the alteration or addition by the Tenant. If the Tenant fails to inform the Landlord, in writing, at least ten (10) days prior to the installation of the alteration or addition, thereby preventing the Landlord from making a determination as to whether it will want such addition or alteration removed from the Premises prior to its installation, then the Landlord shall advise the Tenant in writing of such determination within ten (10) days after the Tenant gives the Landlord written notice requesting that the Landlord make such determination. All movable equipment, trade fixtures and furnishings not attached to the Premises shall remain the personal property of the Tenant and shall be removed by the Tenant upon termination or expiration of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2, any alterations and additions funded by the Landlord, and installed as part of the Initial Leasehold Improvements (as defined in the Work Letter) or otherwise (the "Landlord Funded Improvements"), and all alterations and additions which are necessary for the use of the Premises as an operational biotechnology laboratory (the "Base Laboratory Improvements"), regardless of who funded their acquisition and installation, shall be part of the Building and owned by the Landlord, and shall in no event constitute the Tenant, subtenant or, as may be required for financing purposes, other parties until the expiration or earlier termination 's personal property. For purposes of this Lease, at "Base Laboratory Improvements" shall include equipment that is integrated into the Building which time is consistent with and necessary for the Alterations thereto shall become the property operation of Commissiona standard, free high quality biotechnology research laboratory. Such equipment would include, but would not be limited to, supply and clear of all liens and encumbrancesexhaust ventilation systems; fume hoods in reasonable quantity; environmental rooms in reasonable quantity; laboratory benches in reasonable quantity, without any obligation on the part of Commission to pay therefore. Subject to the terms of Section 10.1 relating to damage and destruction upon expiration casework with associated shelving (whether fixed or earlier termination of the Term of this Lease, whether by lapse of time adjustable or otherwise (including any holdover period), Tenant at its expense shall: (a) remove all capable of Tenant’s moveable, un- affixed personal property, goods, and effects, and those of all persons claiming under Tenant from the Campus; (b) to the extent required by Landlord, remove all of its exhibits and exhibit-related casework, and (c) promptly and peacefully surrender the leased facilities (includingsurrender of all Tenant’s improvements, alterations, and additions installed on the Campusbeing relocated) in at least as good reasonable quantity, fixtures, plumbing supply/waste lines and equipment associated therewith, gas supply lines, a condition as at the Effective Date or the date of completion of the Alterations, reasonable wear and tear and casualty excepted. Any property left on the Campus more than thirty (30) days after the expiration or termination of the Term shall be deemed to have been abandoned and to have become the property of Landlord to dispose of as Landlord deems expedient, and Tenant shall be liable for all costs associated with thedisposal of such property. Tenant hereby waives all claims for damages that may be caused by Landlord reback-entering and taking possession of the Campus or removing and storing Tenant’s property as herein provided. No such reentry shall be considered or construed to be a forcible entry.up electrical generator sufficient to

Ownership of Alterations. Title to any All Alterations thereto constructed by Tenant or subtenants shall be vested in Tenantshall, subtenant or, as may be required for financing purposes, other parties until upon the expiration or earlier termination Expiration Date of this Lease, at which time the Alterations thereto shall become the property of CommissionLandlord and shall remain on and be surrendered with the Premises on the Expiration Date; except that, Landlord may, at its election, require Tenant to remove any or all of the Alterations, provided that Landlord notifies Tenant in writing of such election prior to commencement of the Alterations. If Landlord so elects to have the Alterations removed, Tenant shall, at its sole cost, on or before the Expiration Date, repair and restore the Premises to the condition of the Premises prior to the installation of the Alterations which are to be removed, provided that Tenant shall not be required to remove floor or wall coverings, repaint the Premises, install new floor coverings or refill immaterial wall or floor penetrations. Tenant shall pay all costs for Alterations and other construction done or caused to be done by Tenant and Tenant shall keep the Premises free and clear of all mechanics’ and materialmen’s liens and encumbrancesresulting from or relating to any Alterations or other construction performed by or on behalf of Tenant. Tenant may, without at its election, contest the correctness or validity of any obligation on the part of Commission such lien provided that (a) within 20 days after written demand by Landlord (which demand may not be made prior to pay therefore. Subject that date which Landlord reasonably estimates is 60 days prior to the terms last day such lien can be satisfied or bonded over in over to avert a foreclosure of Section 10.1 relating to damage and destruction upon expiration or earlier termination of the Term of this Lease, whether by lapse of time or otherwise (including any holdover periodsuch lien), Tenant at its expense shall: procures and records a lien release bond (a) remove all or other comparable security reasonably satisfactory to Landlord which will protect the Project from foreclosure), issued by a corporation satisfactory to Landlord and authorized to issue surety bonds in California, in an amount equal to 150 percent of Tenant’s moveablethe amount of the claim of lien, un- affixed personal property, goodswhich bond meets the requirements of California Civil Code Section 3143 or any successor statute, and effects, and those of all persons claiming under Tenant from the Campus; (b) Landlord may, at its election, require Tenant to pay Landlord’s attorneys’ fees and costs (to the extent required adjudged reasonable by Landlord, remove all a court of its exhibits and exhibit-related casework, and (ccompetent jurisdiction) promptly and peacefully surrender the leased facilities (includingsurrender of all Tenant’s improvements, alterations, and additions installed on the Campus) incurred in at least as good a condition as at the Effective Date or the date of completion of the Alterations, reasonable wear and tear and casualty excepted. Any property left on the Campus more than thirty (30) days after the expiration or termination of the Term shall be deemed to have been abandoned and to have become the property of Landlord to dispose of as Landlord deems expedient, and Tenant shall be liable for all costs associated with thedisposal of participating in such property. Tenant hereby waives all claims for damages that may be caused by Landlord re-entering and taking possession of the Campus or removing and storing Tenant’s property as herein provided. No such reentry shall be considered or construed to be a forcible entryan action.

Ownership of Alterations. Title to any Alterations thereto constructed by Tenant or subtenants All alterations and additions shall be vested part of the Building and owned by the Landlord; provided, however, that the Landlord may require removal by the Tenant of all or any portion of any alterations and additions made to the Premises, so long as the Landlord advised the Tenant of such requirement prior to the installation of the alteration or addition by the Tenant. If the Tenant fails to inform the Landlord, in writing, at least ten (10) days prior to the installation of the alteration or addition, thereby preventing the Landlord from making a determination as to whether it will want such addition or alteration removed from the Premises prior to its installation, then the Landlord shall advise the Tenant in writing of such determination within ten (10) days after the Tenant gives the Landlord written notice requesting that the Landlord make such determination. All movable equipment, trade fixtures and furnishings not attached to the Premises shall remain the personal property of the Tenant and shall be removed by the Tenant upon termination or expiration of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2, any alterations and additions funded by the Landlord, and installed as part of the Initial Leasehold Improvements (as defined in the Work Letter) or otherwise (the “Landlord Funded Improvements”) and all alterations and additions which are necessary for the use of the Premises as an operational biotechnology laboratory (the “Base Laboratory Improvements”), regardless of who funded their acquisition and installation, shall be part of the Building and owned by the Landlord, and shall in no event constitute the Tenant, subtenant or, as may be required for financing purposes, other parties until the expiration or earlier termination ’s personal property. For purposes of this Lease, at “Base Laboratory Improvements” shall include equipment that is integrated into the Building which time is consistent with and necessary for the Alterations thereto operation of a standard, high quality biotechnology research laboratory. Such equipment would include, but would not be limited to, supply and exhaust ventilation systems; fume hoods in reasonable quantity; environmental rooms in reasonable quantity; laboratory benches in reasonable quantity, casework with associated shelving (whether fixed or adjustable or otherwise capable of being relocated) in reasonable quantity, fixtures, plumbing supply/waste lines and equipment associated therewith, gas supply lines, a back-up electrical generator sufficient to meet critical power requirements, and similar improvements. Base Laboratory Improvements does not include stand-alone equipment such as autoclaves, cagewashers, glasswashers, refrigerators, biosafety cabinets, NMR equipment, benchtop equipment, and similar equipment. Any alterations and additions which are neither Landlord Funded Improvements nor Base Laboratory Improvements shall become remain the property of Commissionthe Tenant, free and, if required to be removed upon the termination or expiration of this Lease as hereinabove provided, shall be removed by the Tenant with reasonable care and clear diligence, including the capping off of all liens and encumbrances, without any obligation on utility connections behind the part of Commission to pay therefore. Subject to the terms of Section 10.1 relating to damage and destruction upon expiration or earlier termination of the Term of this Lease, whether by lapse of time or otherwise (including any holdover period), Tenant at its expense shall: (a) remove all of Tenant’s moveable, un- affixed personal property, goodsadjacent interior finish, and effects, and those the restoration of all persons claiming under Tenant from the Campus; (b) such interior finish to the extent required by Landlordnecessary so that the Premises are left with complete wall, remove all of its exhibits ceiling and exhibit-related casework, and (c) promptly and peacefully surrender the leased facilities (includingsurrender of all Tenant’s improvements, alterations, and additions installed on the Campus) in at least as good a condition as at the Effective Date or the date of completion of the Alterations, reasonable wear and tear and casualty excepted. Any property left on the Campus more than thirty (30) days after the expiration or termination of the Term shall be deemed to have been abandoned and to have become the property of Landlord to dispose of as Landlord deems expedient, and Tenant shall be liable for all costs associated with thedisposal of such property. Tenant hereby waives all claims for damages that may be caused by Landlord re-entering and taking possession of the Campus or removing and storing Tenant’s property as herein provided. No such reentry shall be considered or construed to be a forcible entryfloor finishes.

Ownership of Alterations. Title to any Alterations thereto constructed by Tenant or subtenants All alterations and additions shall be vested part of the Building and owned by the Landlord; provided, however, that the Landlord may require removal by the Tenant of all or any portion of any alterations and additions made to the Premises, so long as the Landlord advised the Tenant of such requirement prior to the installation of the alteration or addition by the Tenant. If the Tenant fails to inform the Landlord, in writing, at least ten (10) days prior to the installation of the alteration or addition, thereby preventing the Landlord from making a determination as to whether it will want such addition or alteration removed from the Premises prior to its installation, then the Landlord shall advise the Tenant in writing of such determination within ten (10) days after the Tenant gives the Landlord written notice requesting that the Landlord make such determination. All movable equipment, trade fixtures and furnishings not attached to the Premises shall remain the personal property of the Tenant and shall be removed by the Tenant upon termination or expiration of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2, any alterations and additions funded by the Landlord, and installed as part of the Initial Leasehold Improvements (as defined in the Work Letter) or otherwise (the “Landlord Funded Improvements”), and all alterations and additions which are necessary for the use of the Premises as an operational biotechnology laboratory (the “Base Laboratory Improvements”), regardless of who funded their acquisition and installation, shall be part of the Building and owned by the Landlord, and shall in no event constitute the Tenant, subtenant or, as may be required for financing purposes, other parties until the expiration or earlier termination ’s personal property. For purposes of this Lease, at “Base Laboratory Improvements” shall include equipment that is integrated into the Building which time is consistent with and necessary for the Alterations thereto operation of a standard, high quality biotechnology research laboratory. Such equipment would include, but would not be limited to, supply and exhaust ventilation systems; fume hoods in reasonable quantity; environmental rooms in reasonable quantity; laboratory benches in reasonable quantity, casework with associated shelving (whether fixed or adjustable or otherwise capable of being relocated) in reasonable quantity, fixtures, plumbing supply/waste lines and equipment associated therewith, gas supply lines, a back-up electrical generator sufficient to meet critical power requirements, and similar improvements. Base Laboratory Improvements does not include stand-alone equipment such as autoclaves, cagewashers, glasswashers, refrigerators, biosafety cabinets, NMR equipment, benchtop equipment, and similar equipment. Any alterations and additions which are neither Landlord Funded Improvements nor Base Laboratory Improvements shall become remain the property of Commissionthe Tenant, free and, if required to be removed upon the termination or expiration of this Lease as hereinabove provided, shall be removed by the Tenant with reasonable care and clear diligence, including the capping off of all liens and encumbrances, without any obligation on utility connections behind the part of Commission to pay therefore. Subject to the terms of Section 10.1 relating to damage and destruction upon expiration or earlier termination of the Term of this Lease, whether by lapse of time or otherwise (including any holdover period), Tenant at its expense shall: (a) remove all of Tenant’s moveable, un- affixed personal property, goodsadjacent interior finish, and effects, and those the restoration of all persons claiming under Tenant from the Campus; (b) such interior finish to the extent required by Landlordnecessary so that the Premises are left with complete wall, remove all of its exhibits ceiling and exhibit-related casework, and (c) promptly and peacefully surrender the leased facilities (includingsurrender of all Tenant’s improvements, alterations, and additions installed on the Campus) in at least as good a condition as at the Effective Date or the date of completion of the Alterations, reasonable wear and tear and casualty excepted. Any property left on the Campus more than thirty (30) days after the expiration or termination of the Term shall be deemed to have been abandoned and to have become the property of Landlord to dispose of as Landlord deems expedient, and Tenant shall be liable for all costs associated with thedisposal of such property. Tenant hereby waives all claims for damages that may be caused by Landlord re-entering and taking possession of the Campus or removing and storing Tenant’s property as herein provided. No such reentry shall be considered or construed to be a forcible entryfloor finishes.