Common use of Ownership of Alterations Clause in Contracts

Ownership of Alterations. Any Alterations shall belong to Tenant until the Termination Date, at which time the Alterations (other than Tenant’s Trade Fixtures (as hereinafter defined)) shall belong to Landlord; provided, however, in no event shall the Alterations be removed by Tenant prior to the Termination Date, except as expressly provided herein. For purposes of this Lease, “Trade Fixtures” shall mean a piece of equipment placed on the Premises owned by Tenant and used in Tenant’s trade or business. For the avoidance of doubt, Trade Fixtures shall not include, without limitation, Building systems and machinery, built-in cabinet work and/or lab benches, purpose-built mezzanine space, all HVAC, air handling, electrical, mechanical and plumbing equipment and related ducts, shafts, and conduits, all exterior venting fume hoods, walk-in freezers and refrigerators, clean-rooms, climatized rooms, electrical panels and power back-up distribution systems. The parties agree that Landlord will be treated for all purposes, including tax purposes, as the owner of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect to) any improvements, equipment, or personal property that were paid for, or reimbursed by, Landlord, including any allowance provided by Landlord, and Tenant will be treated for all purposes, including tax purposes, as the owner of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect to) any improvements to the extent that the cost for such improvements were paid for by Tenant and to the extent any such costs exceed any allowance provided by Landlord. Unless required to adopt a contrary position as a result of an administrative or judicial proceeding, the parties shall take no action inconsistent with, the intentions set forth in this paragraph. The parties will provide each other with such cooperation as is reasonably necessary to implement the intentions of this paragraph.

Ownership of Alterations. Any Alterations All alterations and additions shall belong be part of the Building and owned by the Landlord. With respect to alterations and additions requiring prior notice to Landlord and the consent of Landlord, if Tenant fails to inform Landlord (as and to the extent required under this Lease) at least ten (10) days prior to the installation of the alteration or addition, thereby preventing Landlord from making a determination as to whether it will want such addition or alteration removed from the Premises prior to its installation, then Landlord may require such removal without exception. Otherwise, additions and alterations made by Tenant may be surrendered upon the expiration of the Term unless Landlord requires removal by notice to Tenant until at the Termination time Landlord approves such additions and alterations. All movable trade fixtures and furnishings not attached to the Premises shall remain the property of the Tenant and shall be removed by the Tenant upon termination or expiration of this Lease. The Tenant shall repair any damage caused by the removal of any alterations, additions or personal property from the Premises, including the Removable Equipment (as defined below). Landlord and Tenant agree that prior to the Rent Commencement Date, Tenant shall provide a list to Landlord of equipment that Tenant has attached to the walls or floors of the Premises, and/or hard-wired or plumbed to the electrical, plumbing or mechanical systems of the Premises, together with evidence indicating that such equipment was not purchased with the Leasehold Improvements Allowance (the “Removable Equipment”). Notwithstanding the foregoing provisions of this Section 4.2, Tenant shall be permitted to remove the Removable Equipment from the Premises at which time the Alterations (other than Tenant’s Trade Fixtures (as hereinafter defined)) end of the Term, provided that such Removable Equipment shall belong to Landlord; provided, however, in no event shall the Alterations be removed by Tenant prior to with reasonable care and diligence, including the Termination Date, except as expressly provided herein. For purposes capping off of this Lease, “Trade Fixtures” shall mean a piece of equipment placed on all utility connections behind the Premises owned by Tenant and used in Tenant’s trade or business. For the avoidance of doubt, Trade Fixtures shall not include, without limitation, Building systems and machinery, built-in cabinet work and/or lab benches, purpose-built mezzanine space, all HVAC, air handling, electrical, mechanical and plumbing equipment and related ducts, shaftsadjacent interior finish, and conduits, all exterior venting fume hoods, walk-in freezers and refrigerators, clean-rooms, climatized rooms, electrical panels and power back-up distribution systems. The parties agree that Landlord will be treated for all purposes, including tax purposes, as the owner restoration of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect to) any improvements, equipment, or personal property that were paid for, or reimbursed by, Landlord, including any allowance provided by Landlord, and Tenant will be treated for all purposes, including tax purposes, as the owner of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect to) any improvements such interior finish to the extent necessary so that the cost for such improvements were paid for by Tenant Premises are left with complete wall, ceiling and to the extent any such costs exceed any allowance provided by Landlord. Unless required to adopt a contrary position as a result of an administrative or judicial proceeding, the parties shall take no action inconsistent with, the intentions set forth in this paragraph. The parties will provide each other with such cooperation as is reasonably necessary to implement the intentions of this paragraphfloor finishes.

Ownership of Alterations. Any Alterations shall belong to Tenant until All Alterations, improvements, fixtures and/or equipment which may be installed or placed in or about the Termination Date, at which time the Alterations (other than Tenant’s Trade Fixtures (as hereinafter defined)) shall belong to Landlord; provided, however, in no event shall the Alterations be removed Premises by Tenant prior to the Termination Date(including, except as expressly provided herein. For purposes of this Leasebut not limited to, “Trade Fixtures” shall mean a piece of equipment placed on the Premises owned by Tenant all floor and used in Tenant’s trade or business. For the avoidance of doubtwall coverings, Trade Fixtures shall not include, without limitation, Building systems and machinery, built-in cabinet work and/or lab and paneling, sinks and related plumbing fixtures, laboratory benches, purpose-built mezzanine space, all HVAC, air handling, electrical, mechanical and plumbing equipment and related ducts, shafts, and conduits, all exterior venting fume hoods, hoods and walk-in freezers and refrigerators, clean-roomsductwork, climatized roomsconduits, electrical panels and power back-up distribution systemscircuits), shall be at the sole cost of Tenant and shall remain the property of Tenant during the Term, and upon expiration of earlier termination of this Lease, shall be and become the property of Landlord. The parties agree Furthermore, Landlord may require (in a notice given concurrently with Landlord's grant of its consent to such Alterations or with respect to Permitted Alterations, within three (3) business days of Tenant's notice to Landlord of such Permitted Alterations) that Tenant remove any such Alterations, improvements, fixtures and/or equipment upon the expiration or early termination of the Lease Term, and repair any damage to the Premises and Building caused by such removal. Notwithstanding anything above to the contrary, Landlord will may not require Tenant to remove improvements which are consistent with typical tenant improvements for the Permitted Use; provided, however, in all cases Tenant shall be treated for all purposesrequired to remove, including tax purposesand to restore the Premises or Project, as applicable, to their previous condition, the owner of following Alterations installed by Tenant during the Term (and will be expressly excluding the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect toinitial Tenant Improvements): (a) any improvementscafeteria, equipmentkitchens, vivarium, showers, restrooms, washrooms or personal property similar facilities in the Premises that were paid forare not part of the Base Building, or reimbursed by(b) any private/internal stairways in the Premises, Landlord, including any allowance provided by Landlord, as opposed to fire stairs (and Tenant will shall be treated for all purposesrequired to demolish and "cap" any such private/internal stairways at the expiration or earlier termination of this Lease), including tax purposes(c) any other items, as improvements or fixtures which Tenant is expressly required to remove pursuant to the owner terms of this Lease, (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect tod) any improvements or signage incorporating Tenant's name or logo, (e) safes and vaults, (f) raised flooring, and (g) any alteration, improvement or equipment not complying with Applicable Laws. Any Alterations or Improvements other than those consistent with typical tenant improvements for the Permitted Use or as numerated in (a) through (g) above, are "Specialty Alterations". If Tenant fails to complete such removal and/or to repair by the end of the Lease Term, Landlord may do so and may charge the cost thereof to Tenant. Notwithstanding any other provision of this Article 8 to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including the Tenant Improvements, without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion. Under no circumstance shall Landlord require Tenant to remove or restore (or pay for the removal or restoration of the Tenant Improvements constructed in accordance with the Work Letter to the extent the same are not Specialty Alterations; provided that Landlord agrees that the cost for such improvements were paid for by Tenant and shown on the Final Space Plan attached to the extent any such costs exceed any allowance provided by Landlord. Unless required to adopt a contrary position as a result of an administrative or judicial proceeding, the parties shall take no action inconsistent with, the intentions set forth in this paragraph. The parties will provide each other with such cooperation as is reasonably necessary to implement the intentions of this paragraphLease are not Specialty Alterations.

Ownership of Alterations. Any Alterations All alterations and additions shall belong to Tenant until be part of the Termination Date, at which time Building and owned by the Alterations (other than Tenant’s Trade Fixtures (as hereinafter defined)) shall belong to 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 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 and shall be removed by the Tenant upon expiration or earlier termination of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2, any alterations and additions, equipment, trade fixtures, and furnishings installed by Landlord, whether or not attached to the Premises, shall be part of the 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 this Lease as hereinabove provided, shall the Alterations be removed by the Tenant prior with reasonable care and diligence; however Tenant shall not be required to cap off of all utility connections behind the adjacent interior finish, or restore such interior finish to the Termination Dateextent necessary so that the Premises are left with complete wall, ceiling and floor finishes. Maintenance of Building and Common Areas by Landlord. Except as otherwise provided in Article 8, 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 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 as expressly provided herein. For purposes of this Lease, “Trade Fixtures” shall mean a piece of for any mechanical systems and equipment placed on that serve the Premises owned by Tenant and used in exclusively (““Tenant’s trade 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 Tenant shall be responsible for 100% of the cost of any repair to the Premises, the Building, or businessthe Land caused by the negligence or misconduct of the Tenant, or any agent, employee or contractor of the Tenant. For Landlord will provide either manned or monitored security of the avoidance 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 doubta Building-wide security system for monitoring and access control at Building entrances and the loading dock(s), Trade Fixtures with card access controls at the Building main entrances, stairwells and service doors. Tenant shall not include, without limitationbe provided with similar access to the Premises, Building systems and machinery, built-in cabinet work and/or lab benches, purpose-built mezzanine space, parking areas. Tenant shall comply with all HVAC, air handling, electrical, mechanical rules and plumbing equipment regulations relating to security and related ducts, shafts, and conduits, all exterior venting fume hoods, walk-in freezers and refrigerators, clean-rooms, climatized rooms, electrical panels and power back-up distribution systems. The parties agree that Landlord will be treated for all purposes, including tax purposes, as access to the owner of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect to) any improvements, equipment, or personal property that were paid for, or reimbursed by, Building imposed by Landlord, including any allowance provided by Landlord, use of key cards security systems installed in the elevators and Tenant will be treated for all purposes, including tax purposes, as the owner of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect to) any improvements lobby entrances to the extent that Building. Subject to Section 7.4, the Tenant shall be responsible for 100% of the cost for such improvements were paid for by Tenant and of any repair to the extent any such costs exceed any allowance provided by Landlord. Unless required to adopt a contrary position as a result of an administrative or judicial proceedingPremises, the parties shall take no action inconsistent withBuilding, or the intentions set forth in this paragraph. The parties will provide each other with such cooperation as is reasonably necessary to implement Land caused by the intentions negligence or misconduct of this paragraphthe Tenant, or any agent, employee or contractor of the Tenant.

Ownership of Alterations. Any Alterations All alterations and additions shall belong to Tenant until be part of the Termination Date, at which time Building and owned by the Alterations (other than Tenant’s Trade Fixtures (as hereinafter defined)) shall belong to 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 shall constitute the Alterations be removed by Tenant prior to the Termination Date, except as expressly provided hereinTenant's personal property. For purposes of this Lease, “Trade Fixtures” "Base Laboratory Improvements" shall mean include equipment that is integrated into the Building which is consistent with and necessary for the operation of a piece of standard, high quality biotechnology research laboratory. Such equipment placed on the Premises owned by Tenant and used in Tenant’s trade or business. For the avoidance of doubt, Trade Fixtures shall not would include, without limitationbut would not be limited to, Building systems supply and machineryexhaust ventilation systems; fume hoods in reasonable quantity; environmental rooms in reasonable quantity; laboratory benches in reasonable quantity, built-casework with associated shelving (whether fixed or adjustable or otherwise capable of being relocated) in cabinet work and/or lab benchesreasonable quantity, purpose-built mezzanine spacefixtures, all HVACplumbing supply/waste lines and equipment associated therewith, air handlinggas supply lines, electrical, mechanical and plumbing equipment and related ducts, shafts, and conduits, all exterior venting fume hoods, walk-in freezers and refrigerators, clean-rooms, climatized rooms, electrical panels and power a back-up distribution systems. The parties agree that Landlord will be treated for all purposes, including tax purposes, as the owner of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect electrical generator sufficient to) any improvements, equipment, or personal property that were paid for, or reimbursed by, Landlord, including any allowance provided by Landlord, and Tenant will be treated for all purposes, including tax purposes, as the owner of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect to) any improvements to the extent that the cost for such improvements were paid for by Tenant and to the extent any such costs exceed any allowance provided by Landlord. Unless required to adopt a contrary position as a result of an administrative or judicial proceeding, the parties shall take no action inconsistent with, the intentions set forth in this paragraph. The parties will provide each other with such cooperation as is reasonably necessary to implement the intentions of this paragraph.

Ownership of Alterations. Any Tenant shall be entitled to all depreciation, amortization and other tax benefits with respect to Alterations that may be installed or placed in or about the Premises by Tenant at Tenant's sole cost and expense. Within five (5) days following substantial completion of any such Alterations within the Premises, Tenant shall belong to provide Landlord with a statement as provided in Section 1.3(b) above signed by Tenant until and the Termination Date, at which time Architect/Engineer who designed the Alterations (other than Tenant’s Trade Fixtures (as hereinafter defined)) shall belong certifying to Landlord; provided, however, in no event shall the cost thereof so that Landlord can insure the Alterations from destruction or damage arising from any Casualty as provided in Section 16.1. In the event that Tenant fails to provide such statement and (a) Landlord's insurance carrier either refuses to provide coverage for such destruction or damage or (b) Landlord is adjudged a co-insurer by Landlord's insurance carrier, then any losses or penalties Landlord shall sustain shall be removed borne by Tenant prior to and shall be immediately paid by Tenant upon receipt of an invoice and evidence of such loss. In addition, notwithstanding the Termination Date, except as expressly provided herein. For purposes provisions of Article 16 of this Lease, “Trade Fixtures” in the event of destruction or damage to the Alterations arising from any Casualty, Landlord shall mean a piece not be obligated to repair or restore any of equipment placed on the Alterations that are damaged or destroyed and the repair and restoration thereof shall be made by Tenant at Tenant's sole cost and expense. By written notice to Tenant at the time consent therefor is given, Landlord may require Tenant, at Tenant's sole cost and expense, to remove any Alterations that cannot be used for ordinary general office purposes and to restore the Premises owned by to their configuration and condition before the Alterations were made. If Tenant fails to complete the restorations before the expiration of the Lease Term or, in the case of earlier termination, within fifteen (15) days after written notice from Landlord requesting the restoration, Landlord may do so and used in charge the cost of the restoration to Tenant’s . All Alterations (but excluding signs, furniture, trade or business. For the avoidance of doubtfixtures, Trade Fixtures shall not include, without limitation, Building systems and machinery, built-in cabinet work and/or lab benches, purpose-built mezzanine space, all HVAC, air handling, electrical, mechanical and plumbing equipment and related ducts, shafts, and conduits, all exterior venting fume hoods, walk-in freezers and refrigerators, clean-rooms, climatized rooms, electrical panels and power back-up distribution systems. The parties agree that Landlord will be treated for all purposes, including tax purposes, as the owner of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect to) any improvements, office equipment, or personal property that were paid for, or reimbursed by, Landlord, including any allowance provided by Landlord, and Tenant will be treated for all purposes, including tax purposes, as the owner of (and will be the party entitled to claim depreciation or other cost recovery deductions for federal tax purposes with respect to) any improvements special equipment specifically related to the extent that conduct of Tenant's business [a detailed description of which has been given to landlord at the cost for such improvements were paid for by time Tenant and seeks Landlord's consent to the extent any such costs exceed any allowance provided by Landlord. Unless required Alterations]) that may be installed or place in or about the Premises from time to adopt a contrary position as a result time shall be and become the property of an administrative Landlord upon the expiration or judicial proceeding, earlier termination of the parties shall take no action inconsistent with, the intentions set forth in this paragraph. The parties will provide each other with such cooperation as is reasonably necessary to implement the intentions of this paragraphLease Term.