exv10w77



 





Exhibit 10.77




FIRST AMENDMENT TO




REAL ESTATE PURCHASE AND SALE AGREEMENT




     THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Amendment”) is
entered into as of February 16, 2007 by and among SP-K Development, LLC, SP-B1 Development, LLC,
SP-A Development, LLC, SP-B2 Development, LLC, SP-D Development, LLC, SP-E Development, LLC, SP-J
Development, LLC, 110 Munson Street, LLC, SP-C Development, LLC and Lyme Properties LLC, each a
Delaware limited liability company, and collectively, the “Seller” and BioMed Realty, L.P., a
Maryland limited partnership (the “Purchaser”), having an office at 17140 Bernardo Center
Drive, Suite 222, San Diego, California 92128, with a facsimile number of (858) 485-9843. The
Seller has an office c/o Lyme Properties LLC, 101 Main Street, 18th floor, Cambridge, MA
02142 Attn: Robert L. Green, with a facsimile number of (617) 225-2133.



     The parties desire to make certain amendments to a certain Real Estate Purchase and Sale
Agreement entered into by them with an Effective Date of January 29, 2007 (the “P&S”).



     Capitalized terms used but not otherwise defined herein shall have the meanings given such
terms in the P&S.



     In consideration of the mutual promises hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree
as follows:



     1. Section 6.1. Section 6.1 of the P&S is hereby amended by adding the following
provisions as clauses (o) and (p) thereof, respectively:



          “(o) The descriptions of the Property set forth in any conveyancing documents shall be
reasonably acceptable to Purchaser. Purchaser and Seller hereby agree to cooperate reasonably and
in good faith to agree upon such descriptions of the Property set forth in any conveyancing
documents as are reasonably acceptable to Purchaser.




          (p) If (i) any condition to closing favoring either Purchaser or Seller is not satisfied on
the Closing Date (as the same may be adjourned or extended under any express right herein), (ii)
such party does not waive such condition and (iii) the failure of such condition does not result
from the breach of this Agreement by such party, then such party may terminate this Agreement by
delivery of written notice to the other party. Upon any such termination, without further action
of the parties, this Agreement shall become null and void and no party shall have any further
rights or obligations under this Agreement, except the return of the Deposit to the Purchaser and
the Surviving Obligations.”




 









 








     2. Schedule 6.1(d). The P&S is hereby amended by deleting Schedule 6.1(d) in its
entirety and replacing it with Exhibit A attached hereto.



     3. Study Period/Section 4.1. Upon the execution of this Amendment by Purchaser, the
Study Period shall be deemed expired, Purchaser shall be deemed to have waived any right to give a
Title Objection Notice or to make any Purchaser Title Objections under Section 4.1 of the P&S, and
the P&S (including, without limitation, the Updates distributed to Purchaser on February 13, 2007),
as amended hereby, shall be ratified and confirmed.



[Remainder of Page Left Intentionally Blank]




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     IN WITNESS WHEREOF, Seller and Purchaser hereto have executed this Amendment as of the date
first written above.



	 	 	 	 	 	 	 	 	 
	 	SELLER:  
	 
	 	 	 	 	 	 	 	 
	 	SP-K DEVELOPMENT, LLC, a Delaware limited 

liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By: Lyme Properties LLC, a New Hampshire

limited liability company, its sole Manager
	 
	 	 	 	 	 	 	 	 
	 	 	 	By: 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George Lightbody	 	 
	 

	 	 	 	Its:
	 	CFO	 	 
	 

	 	 	 	Date:
	 	2/16, 2007 	 	 






	 	 	 	 	 	 	 	 	 
	 	SP-B1 DEVELOPMENT, LLC, a Delaware limited

liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By: Lyme Properties LLC, a New Hampshire

limited liability company, its sole Manager
	 
	 	 	 	 	 	 	 	 
	 	 	 	By: 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George Lightbody	 	 
	 

	 	 	 	Its:
	 	CFO	 	 
	 

	 	 	 	Date:
	 	2/16 , 2007 	 	 






	 	 	 	 	 	 	 	 	 
	 	SP-A DEVELOPMENT, LLC, a Delaware limited

liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By: Lyme Properties LLC, a New Hampshire

limited liability company, its sole Manager
	 
	 	 	 	 	 	 	 	 
	 	 		By: 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George Lightbody	 	 
	 

	 	 	 	Its:
	 	CFO	 	 
	 

	 	 	 	Date:
	 	2/16 , 2007 	 	 






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	 	SP-B2 DEVELOPMENT, LLC, a Delaware limited

liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By: Lyme Properties LLC, a New Hampshire

limited liability company, its sole Manager
	 
	 	 	 	 	 	 	 	 
	 	 		By: 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George Lightbody	 	 
	 

	 	 	 	Its:
	 	CFO	 	 
	 

	 	 	 	Date:
	 	2/16 , 2007 	 	 
	 
	 	 	 	 	 	 	 	 
	 	
SP-D DEVELOPMENT, LLC, a Delaware limited

liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By: Lyme Properties LLC, a New Hampshire

limited liability company, its sole Manager
	 
	 	 	 	 	 	 	 	 
	 	 		By: 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George Lightbody	 	 
	 

	 	 	 	Its:
	 	CFO	 	 
	 

	 	 	 	Date:
	 	2/16 , 2007 	 	 
	 
	 	 	 	 	 	 	 	 
	 	SP-E DEVELOPMENT, LLC, a Delaware limited

liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By: Lyme Properties LLC, a New Hampshire

limited liability company, its sole Manager
	 
	 	 	 	 	 	 	 	 
	 	 		By: 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George Lightbody	 	 
	 

	 	 	 	Its:
	 	CFO	 	 
	 

	 	 	 	Date:
	 	2/16 , 2007 	 	 






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	 	SP-J DEVELOPMENT, LLC, a Delaware limited

liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By: Lyme Properties LLC, a New Hampshire

limited liability company, its sole Manager
	 
	 	 	 	 	 	 	 	 
	 	 		By: 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George Lightbody	 	 
	 

	 	 	 	Its:
	 	CFO	 	 
	 

	 	 	 	Date:
	 	2/16 , 2007 	 	 
	 
	 	 	 	 	 	 	 	 
	 	110 MUNSON STREET, LLC, a Delaware limited

liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By: Lyme Properties LLC, a New Hampshire

limited liability company, its sole Manager
	 
	 	 	 	 	 	 	 	 
	 	 		By: 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 George Lightbody	 	 
	 

	 	 	 	Its:
	 	CFO	 	 
	 

	 	 	 	Date:
	 	 2/16 , 2007 	 	 
	 
	 	 	 	 	 	 	 	 
	 	SP-C DEVELOPMENT, LLC, a Delaware limited

liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By: Lyme Properties LLC, a New Hampshire

limited liability company, its sole Manager
	 
	 	 	 	 	 	 	 	 
	 	 		By: 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	George Lightbody	 	 
	 

	 	 	 	Its:
	 	CFO	 	 
	 

	 	 	 	Date:
	 	2/16 , 2007 	 	 






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	 	LYME PROPERTIES LLC, a New Hampshire limited 

liability company






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ GEORGE LIGHTBODY	 	 
	 	 	 	 	 
	 

	 	 	 	Name: George Lightbody	 	 
	 

	 	 	 	Its: CFO	 	 
	 

	 	 	 	Date: 2/16 , 2007 	 	 





	 	 	 
	 

	 	PURCHASER:
	 
	 	 
	 

	 	BIOMED REALTY, L.P.
	 
	 	 
	 

	 	By: /s/ ALAN D. GOLD
	 

	 	 
	 

	 	      Name: Alan D. Gold
	 

	 	      Title: CEO & President
	 

	 	      Date: 2-16 , 2007
	 
	 	 
	 

	 	By: /s/ GARY A. KREITZER
	 

	 	 
	 

	 	      Name: Gary A. Kreitzer
	 

	 	      Title: Executive Vice President
	 

	 	      Date: 2-16 , 2007







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