Item 1A. RISK FACTORS

In addition to the information set forth in this quarterly report on Form 10-Q, one should also carefully review and consider the

information contained in the other reports and periodic filings that we make with the SEC, including, without limitation, the information

contained under the caption “Item 1A. Risk factors” in our annual report on Form 10-K for the year ended December 31, 2024. Those risk

factors could materially affect our business, financial condition, and results of operations. The risks that we describe in our public filings

are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we presently deem to be

immaterial, also may materially adversely affect our business, financial condition, and results of operations.

There have been no material changes in our risk factors from those disclosed under the caption “Item 1A. Risk factors” in our

annual report on Form 10-K for the year ended December 31, 2024, except for the following updates:

Changes to regulatory, funding, staffing, trade, and other policies and actions by the current U.S. government

could adversely affect our business operations or those of our tenants and our venture investment portfolio

companies.

Domestic and international policy shifts may introduce considerable uncertainty to the macroeconomic and regulatory

landscape in which we, our tenants, and our venture investment portfolio companies operate. Our tenants and our venture

investment portfolio companies include entities in the pharmaceutical, biotechnology, medical device, life science and related

industries, academic institutions, government institutions, and private foundations that determine their research and

development budgets based on several factors, including the availability of government and other funding, and the operational

efficiency of public regulatory institutions.

Since January 2025, the current U.S. administration has enacted and proposed substantial policy changes that affect

federal health agencies, research funding, public health priorities, and international trade. These measures — ranging from

staffing and budget reductions at the U.S. Food and Drug Administration (“FDA”) and the National Institutes of Health (“NIH”) to

sweeping tariff actions, as described below — may significantly disrupt the life science ecosystem in which we, our tenants, and

our venture investment portfolio companies operate.

Reductions in FDA Workforce and Budget

On April 1, 2025, the FDA underwent layoffs of approximately 3,400 employees, representing greater than 15% of its

workforce. Such workforce reductions at the FDA have raised concerns regarding the agency’s capacity to perform timely

regulatory reviews and approvals of drugs and other medical products. Recent and/or potential further reductions in workforce

or other personnel changes at the FDA, including terminations, may disrupt the agency’s review and approval processes for our

tenants’ and our venture investment portfolio companies’ products. Such disruptions could lead to setbacks in research and

development timelines, negatively impacting life science companies’ ability to advance their pipelines, secure investor funding,

or achieve commercial viability, which could severely affect their operations and financial performance and, as a result,

adversely impact our operating and financial results.

NIH Grant Cuts and Impact on Research Institutions

The current U.S. administration has implemented significant policy changes affecting the NIH and leading to

substantial disruptions in biomedical research across the U.S. These actions included staff layoffs and funding cuts, as

described below, and resulted in the suspension of numerous research projects, posing risks to scientific advancement and

introducing significant uncertainty for some of our tenants and venture investment portfolio companies.

• NIH budget freeze. On January 27, 2025, the U.S. administration issued an executive order to suspend NIH grant

funding, freezing much of NIH’s approximately $47 billion budget for 2025. Though the suspension was eventually

blocked and reversed, the NIH subsequently laid off nearly 1,200 employees, with potential plans to eliminate up to

5,000 positions across its approximately 20,000-person workforce.

• Termination of NIH’s grants and funding commitments to major research institutions. On January 20, 2025, President

Trump issued an executive order directing every U.S. agency, including the NIH, to “terminate, to the maximum extent

allowed by law” all grants relating to diversity, equity, and inclusion. On January 29, 2025, the President issued an

executive order to make it “the policy of the United States to combat anti-Semitism vigorously, using all available and

appropriate legal tools, to prosecute, remove, or otherwise hold to account the perpetrators of unlawful anti-Semitic

harassment and violence.” As a result of one or both executive orders, the NIH, the world’s largest funder of

biomedical research, has withheld funding from certain U.S. research institutions.

• 15% cap on indirect cost reimbursements of all NIH grants. On February 7 , 2025, the NIH introduced a policy limiting

indirect cost reimbursements to 15% for all NIH grants, representing a significant reduction from historic levels, which

were approximately double that rate on average, and in some cases significantly higher. This change threatens to

substantially impact the ability of research institutions to support their infrastructure and administrative costs, including

their ability to lease life science facilities.

A coalition of 22 state attorneys general, along with organizations like the Association of American Medical Colleges,

filed lawsuits challenging the NIH’s policy changes, particularly the 15% cap on indirect costs. On April 7, 2025, a federal court

issued a permanent injunction blocking the enforcement of this cap. However, the current U.S. administration has signaled its

intent to appeal and/or pursue similar funding restrictions through future legislative or administrative actions. If implemented,

any such funding cap could negatively impact our tenants that depend on grant funding for its operations. It could also reduce

the financial resources available to such tenants, forcing them to scale back operations, reduce leased space, or delay their

plans for lease expansion.

Tariff Escalation, Trade Disruption, and Financial Market Instability

Beginning in March 2025, the U.S. government implemented a series of trade actions that have reshaped global

economic relations and triggered market volatility, specifically:

• On February 1, 2025, President Trump signed executive orders imposing a 25% tariff on all goods from Mexico and

Canada and a 10% tariff on China.

• On March 3, 2025, the President increased tariffs on all products from China from 10% to 20%. He also implemented

new 25% tariffs on imports from Mexico and Canada.

• On April 2, 2025, the President declared a national emergency to address the U.S. trade deficit and imposed a 10%

universal import tariff on all goods, with higher rates for 57 trading partners. This announcement led to a significant

stock market decline, with the S&P 500 Index, Dow Jones Industrial Average, and the Nasdaq Composite dropping by

approximately 6.0%, 5.5%, and 5.8%, respectively.

• On April 9, 2025, facing a global market meltdown, the President announced a 90-day pause on tariffs for most

countries but raised the tax rate on Chinese imports to 125%. Following the announcement, the S&P 500 Index surged

9.5%. However, on April 10, 2025, U.S. stocks fell as the initial euphoria over the pause on tariffs faded, with investors

reassessing ongoing trade tensions and their potential impact.

• On April 14, 2025, the U.S. government launched an investigation into pharmaceuticals to justify tariffs that may be

implemented on pharmaceutical products. In 2024, over $200 billion in pharmaceutical products were imported to the

U.S., and it is estimated that U.S. tariffs could add $46 billion in costs to the pharmaceutical industry.

If financial markets continue to be disrupted, we may face the following risks:

• Restricted access to capital. Market instability may hinder our ability to raise capital, including through dispositions,

sales of partial interests, and new debt capital, and could potentially delay our current or future development and

redevelopment projects.

• Rising construction costs. Our general contractors may face difficulty procuring construction materials at reasonable

prices, particularly those subject to tariffs or disrupted supply, which may lead to project delays and/or increased costs.

Rising costs and procurement challenges could significantly impact the yields and delay net operating income

commencement from our current and future development and redevelopment pipeline.

• Risks to tenant operations. Many of our tenants rely on the import and export of materials, components, and/or

specialized equipment. As a result, their products may become prohibitively expensive to manufacture or sell. These

challenges may adversely affect our tenants’ ability to meet their lease obligations or to renew their leases with us.

• Macroeconomic impact. Widespread tariffs, restricted trade, increased market volatility, and reduced investor

confidence may trigger inflationary pressure and elevate the risk of a U.S. recession.

The cost increases that may result from tariffs, trade conflicts, and financial market volatility may significantly impact

our development and redevelopment projects. Elevated material costs may lead to higher overall project budgets and extended

construction timelines or require modifications to project scope to preserve economic feasibility. Any such adjustments may

adversely affect our ability to deliver space on time and within budget, delay occupancy and commencement of rental income,

and impact projected net operating income and yields.

We cannot provide assurance that our tenants or venture investment portfolio companies will be able to raise capital,

secure approvals, or sustain operations in this environment. Tenants that are unable to sufficiently mitigate the regulatory,

financial, or geopolitical risks described above may not be able to meet their lease obligations, which may force them to reduce

leased space, not renew, or terminate their leases with us. Such developments may reduce the performance of our real estate

and non-real estate portfolios and negatively affect our financial condition, results of operations, or cash flows, our ability to

make distributions to our stockholders, and our stock price. Any negative news relating to the life science industry, our tenants,

and our venture investment portfolio companies may also adversely impact our stock price.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

From January 1, 2025 to March 31, 2025, we repurchased 2,152,293 shares of our common stock aggregating $208.1 million

under the program. The repurchases were made on the open market pursuant to a trading plan established under Rule 10b5-1 of the

Securities Exchange Act of 1934, as amended. As of March 31, 2025, we had remaining authorization to repurchase shares with an

aggregate value up to $241.8 million.

The following table summarizes share repurchases executed under the program during the three months ended March 31,

2025:

		Total Number of Shares Purchased(1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans		Approximate Value of Shares That May Yet Be Purchased Under Plans
January 1, 2025 – January 31, 2025		1,541,974		$97.26		2,038,250		$299,934,205
February 1, 2025 – February 28, 2025		610,319		$95.32		2,648,569		$241,759,706

(1)On December 9, 2024, we announced that our Board of Directors authorized a share repurchase program allowing the repurchase of shares with an aggregate

value up to $500.0 million until December 31, 2025 in the open market, through privately negotiated transactions, or otherwise, in accordance with all applicable

securities laws and regulations, including Rule 10b-18 of the Exchange Act.