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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,U.S. government funding, staffing, trade, and other policies, and actions by othe U.S. governmentr federal actions 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 and private institutions, and government institutions that determine their research and development RD budgets
based on several
factors, including the availability of government and other funding, and the operational efficiency and reliability
of public
regulatory institutions.
Since January 2025, the current U.S. administration has enacimplemented 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 Wworkforce and Budget
In 2025 to date, the FDA laid off approximately 3,500 employees, representing approximately 19% of its workforce at
the
beginning of the year. Such workforce reductions at the FDA have raised some concerns regarding the agencys 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 agencys 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
Restructuring and workforce reductions at the CDC
In 2025 to date, the U.S. Centers for Disease Control and Prevention (CDC) underwent a significant restructuring and
workforce reduction, including the dismissal of key scientific and policy personnel and the consolidation of several vaccine
safety and Impact on Research Institutions
The current surveillance programs. These developments have raised concerns among public health and industry stakeholders
about the agencys capacity to maintain vaccine oversight, coordinate immunization programs, and respond to emerging
infectious disease threats. Reduced CDC staffing and operational realignments may disrupt the collection and dissemination of
critical epidemiological data, delay updates to vaccination guidelines, and impair public confidence in vaccine safety. For our
tenants and venture investment portfolio companies operating in the vaccine research, development, and manufacturing
sectors, diminished CDC engagement could lead to uncertainty in regulatory expectations, lower vaccine uptake rates, and
delay the adoption of new immunization technologies. Any such disruptions could undermine the commercial viability of
vaccine-related products, reduce RD investment in the field, and in turn negatively impact demand for our specialized life
science facilities and the value of our venture investment portfolio.
NIH grant cuts and impact on research institutions
The U.S. administration has implemented significant policy changes affecting the NIH, leading to substantial
disruptions in biomedical research across the U.S. These actions have included staff layoffs and funding cuts, as described
below,
and have resulted in the suspension of numerous research projects, posing risks to scientific advancement and
introducing
uncertainty for some of our tenants and venture investment portfolio companies.
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NIH budget freeze and workforce cuts. On January 27, 2025, the U.S. administration issued an executive order to
suspend NIH grant funding, freezing much of the NIHs nearly $48 billion budget for 2025. Though the suspension
was
eventually blocked and reversed, during the first half of 2025, the NIH laid off approximately 5,000 employees
and
contractors across its approximately 20,000-person workforce.
In May 2025, the White House introduced a budget proposal for fiscal year 2026 that would reduce the NIH
budget by
40%, from $48 billion to $27.5 billion. The proposal has been met with push backresistance from Congress, and,
until a new
budget is approved by the legislature Congress, the NIH budget will remain at 2024 levels through a continuing
resolution.
Should the NIH budget be significantly reduced, it may affect funding of early research that drives the
formation of new
life cscience companies, potentially impacting the U.S.'s global life science leadership and long-term de
domestic demand for life science
real estate.
Termination of NIH 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. OFurther, 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 worlds largest funder of
biomedical research, has withheld funding from certain U.S. research
institutions.
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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 likesuch as the Association of American Medical
Colleges,
filed lawsuits challenging the NIHs 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 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.
Termination of federal research funding that affected prominent academic institutions has already led to reductions in
postdoctoral hiring and the closure of critical programs. Moreover, recent changes to visa rand immigration rules have introduced
new uncertainty
around the ability of international graduate students and postdoctoral researchers to remain in the U.S.
following graduation.
Many of these individuals represent years of training investment and historically have formed a key
segment of the U.S. biotech
nology workforce. As limitations on their residency and employment take effect, a growing share of
talent is migrating to foreign
markets. The U.S. life sciences real estate market has historically benefited from robust domestic
RD activity and venture
capital investment. However, other countries are increasingly positioned to attract top-tier biomedical
talent, venture capital, and
clinical trials. The global leadership in biotechnology currently held by the U.S. may begin to shift
abroad. The reduced
attractiveness of the U.S. as a destination for research and commercialization could lead to a substantial
long-term decline in
the size of our life science tenant base and of life science real estate.
Drug Ppricing Rregulation Most -Favored Nation Executive Order
On May 12, 2025, President Trump issued an executive order titled Delivering Most-Favored-Nation Prescription Drug
Pricing to American Patients, directing the U.S. Department of Health and Human Services to establishset U.S. drug pricinge benchmarks for
prescription drugs based on at the
lowest prices paid in othercomparable developed countries. While the President announced thatAlthough the
pPrescription drug and pharmaceuticalident projected prices will be reduced, almost immediately, bytions of 30% to -80%, many of the proposed
changes ost
reforms would require formal rulemaking and are expectedlikely to face legal challenges. Althoughobstacles. In July 2025, the implementation timeline and
extent of any White House sent letters to the
chief executive officers of 17 major drug manufactual price reductions rrers, demain unding compliancertain. If enacted, within 60 days and noting these changes at noncompliance
could materially affect our life science tresult in the federal government's enforcement through "every tool in our arsenants
by potentially dil." Most recently, the Trump
adminishing their profitabilitytration and conAstraining future growth,Zeneca and Pfizer reached public agreements under which in turn can reduce their future deboth companies will offer mand for life
science space.
Dismissal of the Entire Independent Vaccine Advisory Panel aty drugs at
most-favored-nation (MFN) pricing through Medicaid and via a new direct-to-consumer platform, and in return AstraZeneca
and Pfizer will receive a the U.S. Centers for Disearee-year tariff reprieve. While these Controdevelopments signal and Prevccelerating governmenti pressure on (CDC)
In June 2025
industry pricing, the U.S. Health Secretary unilaterally dismissed all 17 members of the Advisory Committee on
Immunization Practices (ACIP) at the CDCy also inject significant ambiguity into commercial forecasts for pharmaceutical and biotechnology firms. If
widely adopted, MFN pricing could materially compress margins, reduce investment in RD, and withdrew a recommendatsuppress expansion for administering COVID shots to children and
pregnant women. Shortly thereafter, the Health Secretary named eight new memberss by our
life science tenants, adversely impacting demand for laboratory and related technical office space and manufacturing space,
and thereby posing downside risk to serve on the panel,property income and including several
anti-vaccine advocatevestment valuations.
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Reductions in Medicaid Ffunding under the One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act was signed into law. Included in the bill is an estimated $1 trillion in cuts
to Medicaid spending, implemented through Medicaid work requirements, patient cost-sharing, and a phase-down of Medicaid
provider taxes and state-directed payments. Such reductions in Medicaid spending could result in lower revenue for some life
science tenants, adversely impacting financial performance and potentially resulting in reduced life science investment and real
estate
requirements.
The Rapid Eexpansion of Chinas Bbiotechnology Ssector May Aand potential adversely I impact Don demand for U.S. Llife Ssciences R real Eestate
The U.S. life sciences real estate market has historically benefited from robust domestic RD activity and venture
capital investment. The accelerated growth of Chinas biotechnology industry, fueled by state subsidies, regulatory reform, and
inexpensive talent poses a potential threat to, could negatively impact demand for U.S. laboratory space demand. Given lower operational costs and faster clinical
trial
recruitment timelines, China may attract biotechnology firms to conduct their RD activities in , including clinical trials, in China
rather than in the U.S.
Additionally, the U.S. biopharmaceutical sector is increasingly sourcing innovative assets from China, with over one-
third of in-
licensed molecules at major U.S. pharmaceutical companies now originating from Chinese firms. If biopharma ceutical
companies
increasingly rely on acquiring or in-licensing assets from China instead of looking to innovationthose developed in the U.S., it could
negatively impact the fundamentals of the U.S. biotechnology market, leading to reduced investment and fewer U.S.-based
biotech
nology companies. Should this occur, demand for domestic laboratory space could decline.
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Tariff Eescalation, Ttrade Ddisruption, and Ffinancial Mmarket Iinstability
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 SP 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 financial 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 SP 500
Index surged
9.5%. However, on April 10, 2025, U.S. stocks fell as the initial euphoria over the pause on tariffs
faded. Subsequently,
on June 12, 2025, the President announced that the 125% tariff would be replaced with a
55% tariff on select Chinese
goods. Pharmaceutical ingredients and critical materials remained partially exempt.
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 marOn August 21, 2025, the U.S. and the European Union reached a trade agreement establishing a 15% ceiling on
tariffs applied to pharmaceutical products traded between the two regions. The accord preserves supply chain
continuity for a significant share of imported active pharmaceutical ingredients and finished drug products sourced
from Europe while signaling potential divergence in tariff treatment for manufacturers based outside allied markets continue
such as India and China.
On September 25, 2025, President Trump announced, effective October 1, pharmaceutical manufacturers would
be subject to be disrupted, a 100% tariff on all branded and patented drugs imported into the U.S. The President stated that
manufacturers could avoid these tariffs by establishing U.S.-based production operations, with qualifying activity
defined as either projects that have broken ground or are already under construction. The measure excludes
generic drugs and exempts companies actively developing or constructing domestic manufacturing facilities.
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If tariff uncertainty, its associated costs, and the disruption of broader financial markets continue, 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 ne
commencement of 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
affec
prevent our ability to deliver y of space on time and within budget, delay occupancy and commencement of rental income, and impact
projected net operating income and yields.
Any of the aforementioned and future developments may adversely affect occupancy rates, rental income, and the
value of
our real estate portfolio in several ways. First, regulatory delays and reduced NIH funding may slow the pace of
innovation and
company formation, leading to fewer early-stage tenants seeking laboratory space. Established tenants may
face financial strain due to
reduced grant support, drug pricing pressures, and increased operational costs from tariffs,
prompting them to downsize, consolidate,
or defer expansion plans. Thiese dynamics could result in lower leasing, increased
vacancy rates, and downward pressure on rental rates across
our portfolio.
Second, macroeconomic volatility and restricted access to capital markets may impair our ability to fund new
developments or
, raise new debt or equity capital at favorable terms, and impact pricing on dispositions. Rising construction costs
and supply chain disruptions could delay project
completions, reduce development yields, and impact the timing of rental
income generation. Additionally, if tenants are unable to absorb
higher operating costs or pass them on to customers, their
financial health may deteriorate, increasing the risk of lease defaults or
renegotiations.
Finally, the growing competitiveness of international markets, particularly Chinas rapidly expanding biotech nology
sector, may
shift RD activity abroad, reducing domestic demand for specialized laboratory infrastructure. If U.S.-based life
sciences compani companies increasingly rely on foreign innovation or relocate operations to more favorable regulatory or cost
environments, the long-term fundamentals of the U.S. life science real estate market could weaken. This may lead to asset
devaluation, reduced investor confidence, and a more challenging environment for sustaining growth and delivering stockholder
value.
Life science industry dynamics
The life science industry is undergoing a prolonged period of structural and cyclical challenges
increasinglthat may materially and
adversely affect our business, financial condition, and results of operations. The venture capital ecosystem that supports early-
stage platform development has experienced several years of contraction as investors look to more de-risked later-stage assets
that may not require significant RD laboratory rely on foreign innovation or reloquirements. Additionally, historical performance data increasingly shows that
life science venture capital returns have underperformed relative to technology-focused funds and broader public market
indices. While a small number of firms have demonstrated consistently outperformed, the majority of life science-focused funds
have delivered uneven results, leading institutional investors, including endowments, foundations, and pension funds, to
reassess their long-term allocate operations to more favorable regulatory or costions to the sector.
This reassessment may result in a long-term reduction in capital available to private biotechnology companies, which
represent a meaningful portion of our tenant base. The high failure rate of private biotechnology companies, coupled with the
increasing cost and complexity of drug development, has led many investors to shift their focus toward more de-risked clinical-
stage assets, often sourced internationally. As a result, fewer early-stage private biotechnology companies may be formed and
funded in the U.S., which may reduce demand for the specialized laboratory space we provide across our campuses.
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In addition, the private life science market has become increasingly selective, with available capital chasing a limited
number of high-quality opportunities. This dynamic has compressed potential returns, on average, and altered the risk-reward
profile for investors. While this does not necessarily indicate a permanent shift, it does reflect a more cautious and selective
investment environments, the long that may persist for the foreseeable future. These conditions may lead to reduced biotechnology
company formation in the U.S., diminished tenant demand, slower leasing velocity, and increased turnover among higher-risk
early-stage biotechnology tenants, particularly in markets where our portfolio is heavily concentrated in emerging biotechnology.
These industry dynamics may also affect our ability to raise capital to fund future development projects. If capital
markets perceive the life science sector as structurally challenged, our cost of capital may increase and our access to equity or
debt financing may be constrained. This could limit our ability to pursue new development opportunities, reposition existing
assets, or invest in strategic initiatives that enhance long-term
fundamstockholder value.
To address these risks, we have employed and may continue to employ a range of mitigating strategies, including:
Deepening relationships with top-tier venture capital firms and academic institutions to identals of the U.S. life sciences real estate marify and support high-
potential tenants earlier in their life cycle.
Expanding our proprietary products to offer operational support, shared infrastructure, and flexible leasing models
that improve capital efficiency for emerging companies.
Enhancing our data and analytics capabilities to better assess tenant viability, monitor portfolio risk, and inform
leasing and development decisions.
Exploring strategic partnerships with pharmaceutical companies, contract research organizations (CROs), and
investment-grade institutions to create more stable demand anchors within our campuses.
Convening influential stakeholders through our industry-leading Alexandria Summit event series, which brings
together key decision makers, life science thought leaders, venture capital firms, members of Congress,
regulatory agency executives, and other policymakers to prioritize diseases with unmet needs and advance the
development of novel, effective therapies.
Exploring alternative uses for Alexandrias robust laboratory and office infrastructure by, for example, technology
tenants that require specialized RD space.
While we believe these strategies can help mitigate the impact of current industry headwinds, there can be no
assurance that they will fully offset the risks associated with reduced formation and performance of private biotechnology
companies. If we are unable to respond effectively to these evolving market could weaken. This may lead to asset devalunditions, our ability to lease space, maintain high
occupancy levels, generate consistent cash flows, deliver earnings growth, and provide long-term value to our stockholders
may be materially and adversely affected.
Failure of the U.S. federal government to manage its fiscal matters may negatively impact the economic environment
and adversely impact our business
An inability of the U.S. federal government to manage its fiscal matters and enact appropriate fiscal legislation may
significantly impact the national and global economic and financial environment, result in reduced economic confidence
domestically and globally, reduce investment spending, increase borrowing costs, impact availability and cost of capital, and
significantly hinder or reduce economic activity. These economic impacts could adversely affect our business and the
businesses of our tenants.
In September 2025, Congress failed to enact a budget for the upcoming fiscal year, which resulted in a partial
government shutdown that began on October 1, 2025 and remains in effect as of the date of this report. The shutdown affected
certain key agencies at the federal government level, resulting in partial closures of operation, reduced investor
s. Thousands of federal
employees have been furloughed or laid off, some essential personnel are working without pay, and many non-essential agency
functions have ceased. During a shutdown, the FDA maintains critical operations but is unable to accept new drug applications.
The NIH and CDC may experience staffing furloughs, suspended operations, and delayed reviews of grant applications.
Prolonged or repeated shutdowns or short-term Congressional budget resolutions could adversely affect business operations of
some of our tenants that depend on federal funding, confidencetracts, or regulatory actions to sustain their operations. Our tenants
may experience delays in submitting or advancing new drug applications, or receiving device approvals should the operations at
the FDA and other oversight bodies be reduced. The NIH may pause peer-review meetings, issuance of new grants, and many
program activities, and its Clinical Center will be unable to launch new trials during the funding lapse. The FDAs operations may
become limited to work deemed safety-critical and activities supported by carryover user fees, and a more challenging environment the agency has stated it
will be unable to accept certain new submissions requiring fees until funding resumes. These outcomes could impede RD
progress, postpone commercialization milestones, and delay anticipated financing. Additionally, the broader economic and
capital market consequences of an extended shutdown, such as weakened investor confidence, deferred initial public offerings
(IPOs), and a slower pace of venture and private equity deployment, could further strain tenants access to capital. Our
tenants may seek to reduce cash outflows by delaying rent payments, renegotiating lease terms, downsizing existing space
commitments, or filing for bankruptcy or ceasing operations altogether.
If any of our tenants becomes a debtor in a case under the U.S. Bankruptcy Code, as amended, we cannot evict that
tenant solely because of its bankruptcy. The bankruptcy court may authorize the tenant to reject and terminate its lease with us.
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Our claim against such a tenant for suuncollectible future rent would be subject to a staining growth antutory limitation that will likely be
substantially less than the remaining rent actually owed to us under the tenants lease. Any shortfall in rent payments could
adversely affect our cash flows and our ability to make distributions to our stockholders.
We hold equity investments in certain publicly traded companies, limited partnerships, and privately held entities
primarily involved in the life science and technology industries. The valuation of these investments is affected by many external
factors beyond our control, including, but not limited to, market prices, market conditions, healthcare legislation, prospects for
favorable or unfavorable clinical trial results, new product initiatives, the manufacturing and delistribution of new products, product
safety and efficacy issues, and new collaborativering shareholder value agreements. Reduced activities or temporary closures of agencies such as
the FDA and SEC may adversely affect business operations, financial results, IPO processing, and project funding for the
companies in which we hold equity investments. Unfavorable developments with respect to any of these factors may have an
adverse impact on the valuation of our equity investments.
We cannot predict the timing or duration of appropriation lapses or the extent of any public policy changes. If the
shutdown persists, or if future lapses recur, our business and that of our tenants and our venture investment portfolio
companies could be adversely affected. These risks may also impact our overall liquidity, our borrowing costs, or the market
price of our common stock.
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