**Exhibit 10.1****SECOND AMENDMENT TO****REAL ESTATE PURCHASE AND SALE AGREEMENT**     **THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT**(this “Amendment”) isentered into as of April 3, 2007 by and among SP-K Development, LLC, SP-B1 Development, LLC, SP-ADevelopment, LLC, SP-B2 Development, LLC, SP-D Development, LLC, SP-E Development, LLC, SP-JDevelopment, LLC, 110 Munson Street, LLC, SP-C Development, LLC and Lyme Properties LLC, each aDelaware limited liability company, and collectively, the “Seller” and BioMed Realty, L.P., aMaryland limited partnership (the “Purchaser”), having an office at 17140 Bernardo CenterDrive, Suite 222, San Diego, California 92128, with a facsimile number of (858) 485-9843. TheSeller has an office c/o Lyme Properties LLC, 101 Main Street, 18th floor, Cambridge, MA02142 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 SaleAgreement entered into by them with an Effective Date of January 29, 2007, as amended by anamendment dated February 16, 2007 (the “P&S”).     Capitalized terms used but not otherwise defined herein shall have the meanings given suchterms in the P&S.     In consideration of the mutual promises hereinafter set forth and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agreeas follows:     1. **Definition of Real Property**. The definition of Real Property in the P&S is herebyamended by modifying the last sentence of such definition to read as follows:“Exhibit A respectively describes the following: Tract K, Tract B-1, TractJ and 110 Munson.”     2. **Section 2.2**. Section 2.2(a) of the P&S is hereby amended by amending and restatingsuch Section as follows:     “Section 2.2 Purchase Price. (a) The purchase price for theProperty shall be the sum of Twenty-one Million Dollars ($21,000,000.00)(the “Purchase Price”); provided, however, that if the Closing is for anyreason not intentionally caused by Seller delayed beyond 10:00 a.m. EST onApril 4, 2007, the Purchase Price shall increase by Two Hundred FiftyThousand Dollars ($250,000), and shall likewise be increased by such amountfor each additional day of delay at such time on each day
 

 
thereafter. Subject to adjustments and apportionments set forth in thisAgreement, the Purchase Price shall be paid on the Closing Date by wiretransfer of immediately available federal funds to such account(s) of Selleras Seller designates in writing to Purchaser.”     3. **Section 6.1(e)**. Section 6.1(e) is hereby amended by amending and restating suchSection in its entirety as follows:     “Purchaser shall have received from Science Park Development Corporation andOlin Corporation respectively a “TDA Consent” substantially in the forms attached asSchedule 6.1(e), dated no earlier than the Effective Date.”     4. **Section 6.****1(f)****and Definitions**. Section 6.1(f) of the P&S is hereby deleted in itsentirety. The P&S is hereby further amended by deleting the phrases ARDA Consent, ARDA EstoppelProvisions and ARDA Party in all instances where they appear in the P&S.     5. **Section 6.1**. Section 6.1 of the P&S is hereby amended by adding a new clause6.1(o) as follows:“Seller shall have delivered to Buyer a written acknowledgement, in formattached as Schedule 6.1(o), from Science Park Development Corporationacknowledging that (1) all conditions precedent to the effectiveness of theconsent set forth in that certain letter dated April 2, 2007 from DavidSilverstone to David E. Clem have been satisfied in full, and (2) the ARDAshall have been terminated (“SPDC Closing Letter”).”     6. **Section 6.2**. Section 6.2(c) is hereby deleted and Section 6.2(d) of the P&S ishereby amended by replacing such Section with the following:“Purchaser shall have delivered to Science Park Development Corporationletters of credit as security for Ground Leases in the amounts of $25,000for Tract B-1 and $27,908 for Tract J.”     7. **Section 8.2**. Section 8.2 of the P&S is hereby amended, first, by deleting Section8.2(i) in its entirety and replacing it with the following: “The SPDC Closing Letter,” and second,by adding Appendices A and B attached hereto as deliveries required from Seller (and Purchaser asappropriate) at Closing.     8. **Exhibits A**. The P&S is hereby amended by deleting Exhibit A in its entirety andreplacing it with Exhibit A attached hereto.     9. **Schedule 6.****1(d)****.** The P&S is hereby amended by deleting Schedule 6.1(d) in itsentirety and replacing it with Schedule 6.1(d) attached hereto.
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     10. **Schedule 6.1(e)**. The P&S is hereby amended by deleting Schedule 6.1(e) in itsentirety and replacing it with Schedule 6.1(e) attached hereto.     11. **Schedule 6.1(f)**. The P&S is hereby amended by deleting Schedule 6.1(f) in itsentirety.     12. **Schedule 6.1(o)**. The P&S is hereby amended by adding Schedule 6.1(o) attachedhereto.     13. **Schedule 7.****2(b)(iv)****-1**. The P&S is hereby amended by deleting Schedule7.2(b)(iv)-1 in its entirety and replacing it with 7.2(b)(iv)-1 attached hereto.     14. **Schedule 7.****2(b)(iv)****-3**. The P&S is hereby amended by deleting Schedule7.2(b)(iv)-3 in its entirety and replacing it with 7.2(b)(iv)-3 attached hereto.     15. **Schedule 7.****2(b)(iv)****-2.** The P&S is hereby amended by deleting from Schedule7.2(b)(iv)-2 the Miscellaneous Consultant Agreement for William A. Berry & Sons, Inc. dated May 29,2006 (abatement and demolition).     16. **Schedule 8.2(b)**. The P&S is hereby amended by deleting Schedule 8.2(b) in itsentirety and replacing it with Schedule 8.2(b) attached hereto. A certain Exhibit C at the end ofSchedule 8.2(b) shall be Exhibit C to Schedule 8.2(b).     17. **Schedule 8.2(e)**. The P&S is hereby amended by deleting Schedule 8.2(e) in itsentirety and replacing it with Schedule 8.2(e) attached hereto.     18. **Ratification**. Upon the execution of this Amendment by Seller and Purchaser, theP&S (including, without limitation, the Updates distributed to Purchaser on February 13, 2007), asamended 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 datefirst written above.      **SELLER**: