##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-Q
 QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005.
 Commission File Number: 1-32261
 
 BIOMED REALTY TRUST, INC.
 (Exact name of registrant as specified in its charter)
 Maryland(State or other jurisdiction of
incorporation or organization)
    
    20-1142292(I.R.S. Employer Identification No.)
 17140 Bernardo Center Drive, Suite 222
San Diego, California(Address of Principal Executive Offices)
    
    92128(Zip Code)
 (858) 485-9840  (Registrants telephone number, including area code)
 
 þ  ̈
  ̈ þ




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##### Table of Contents



BIOMED REALTY TRUST, INC.
 FORM 10-Q  QUARTERLY REPORT
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
 TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATION
    
    
    3Item 1 Consolidated Financial Statements
    
    
    3Consolidated Balance Sheets for BioMed Realty Trust, Inc. as of June 30, 2005
(Unaudited) and December 31, 2004 (Unaudited)
    
    
    3Consolidated Statements of Income for BioMed Realty Trust, Inc. for the three months
ended June 30, 2005 (Unaudited), and for Inhale 201 Industrial Road, L.P. (Predecessor)
for the three months ended June 30, 2004 (Unaudited)
    
    
    4Consolidated Statements of Income for BioMed Realty Trust, Inc. for the six months
ended June 30, 2005 (Unaudited), and for Inhale 201 Industrial Road, L.P. (Predecessor)
for the six months ended June 30, 2004 (Unaudited)
    
    
    5Consolidated Statements of Cash Flows for BioMed Realty Trust, Inc. for the six months
ended June 30, 2005 (Unaudited) and for Inhale 201 Industrial Road, L.P. (Predecessor)
for the six months ended June 30, 2004 (Unaudited)
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4 Controls and Procedures
    
    
    25PART II  OTHER INFORMATION
    
    
    25Item 1 Legal Proceedings
    
    
    25Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3 Defaults Upon Senior Securities
    
    
    25Item 4 Submission of Matters to a Vote of Security Holders
    
    
    25Item 5 Other Information
    
    
    26Item 6 Exhibits
    
    
    26SIGNATURES
    
    
    28EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
 2




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PART 1  FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 BIOMED REALTY TRUST, INC.
 
 CONSOLIDATED BALANCE SHEETS
 June 30, 2005
    
    
    December 31, 2004(In thousands, except share data)ASSETSRental property, net
    
    $
    1,028,406
    
    
    $
    468,488Property under development
    
    
    5,337
    
    
    
    Investment in unconsolidated partnership
    
    
    2,490
    
    
    
    2,470Cash and cash equivalents
    
    
    113,014
    
    
    
    27,869Restricted cash
    
    
    4,592
    
    
    
    2,470Accounts receivable, net
    
    
    5,690
    
    
    
    1,837Accrued straight-line rents, net
    
    
    5,620
    
    
    
    3,306Acquired above market leases, net
    
    
    7,813
    
    
    
    8,006Deferred leasing costs, net
    
    
    143,609
    
    
    
    61,503Deferred loan costs, net
    
    
    5,530
    
    
    
    1,700Prepaid expenses
    
    
    2,627
    
    
    
    1,531Other assets
    
    
    2,417
    
    
    
    2,543Total assets
    
    $
    1,327,145
    
    
    $
    581,723LIABILITIES AND STOCKHOLDERS EQUITYMortgage notes payable, net
    
    $
    249,818
    
    
    $
    102,236Secured term loan
    
    
    250,000
    
    
    
    Security deposits
    
    
    5,976
    
    
    
    4,831Due to affiliates
    
    
    
    
    
    
    53Dividends and distributions payable
    
    
    9,265
    
    
    
    9,249Accounts payable and accrued expenses
    
    
    22,324
    
    
    
    7,529Acquired lease obligations, net
    
    
    31,988
    
    
    
    13,741Total liabilities
    
    
    569,371
    
    
    
    137,639Minority interests
    
    
    21,775
    
    
    
    22,267Stockholders equity:Preferred stock, $.01 par value, 15,000,000
shares authorized, none issued or outstanding
    
    
    
    
    
    
    Common stock, $.01 par value, 100,000,000
shares authorized, 46,567,058 and 31,386,333
shares issued and outstanding at June 30,
2005 and December 31, 2004, respectively
    
    
    465
    
    
    
    314Additional paid-in capital
    
    
    759,228
    
    
    
    434,075Deferred compensation
    
    
    (3,838
    )
    
    
    (4,182
    )Accumulated other comprehensive income
    
    
    (1,765
    )
    
    
    Dividends in excess of earnings
    
    
    (18,091
    )
    
    
    (8,390
    )Total stockholders equity
    
    
    735,999
    
    
    
    421,817Total liabilities and stockholders equity
    
    $
    1,327,145
    
    
    $
    581,723
  3




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BIOMED REALTY TRUST, INC. AND
INHALE 201 INDUSTRIAL ROAD, L.P. (PREDECESSOR)
 
 CONSOLIDATED STATEMENTS OF INCOME
 INHALE 201BIOMED REALTY
    
    
    INDUSTRIAL ROAD,TRUST, INC.
    
    
    L.P. (PREDECESSOR)Three Months
    
    
    Three MonthsEnded
    
    
    EndedJune 30, 2005
    
    
    June 30, 2004(In thousands, except per share data)Revenues:Rental
    
    $
    20,014
    
    
    $
    1,575Tenant recoveries
    
    
    8,549
    
    
    
    149Total revenues
    
    
    28,563
    
    
    
    1,724Expenses:Rental operations
    
    
    6,721
    
    
    
    66Real estate taxes
    
    
    2,476
    
    
    
    88Depreciation and amortization
    
    
    8,476
    
    
    
    236General and administrative
    
    
    2,695
    
    
    
    Total expenses
    
    
    20,368
    
    
    
    390Income from operations
    
    
    8,195
    
    
    
    1,334Equity in net income of unconsolidated partnership
    
    
    20
    
    
    
    Interest income
    
    
    102
    
    
    
    Interest expense
    
    
    (6,812
    )
    
    
    (703
    )Income before minority interests
    
    
    1,505
    
    
    
    631Minority interests
    
    
    (65
    )
    
    
    Net income
    
    $
    1,440
    
    
    $
    631Basic earnings per share
    
    $
    0.05Diluted earnings per share
    
    $
    0.05Weighted-average common shares outstanding:Basic
    
    
    31,861,536Diluted
    
    
    34,893,367
  4




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BIOMED REALTY TRUST, INC. AND
INHALE 201 INDUSTRIAL ROAD, L.P. (PREDECESSOR)
 
 CONSOLIDATED STATEMENTS OF INCOME
 INHALE 201BIOMED REALTY
    
    
    INDUSTRIAL ROAD,TRUST, INC.
    
    
    L.P. (PREDECESSOR)Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2005
    
    
    June 30, 2004(In thousands, except per share data)Revenues:Rental
    
    $
    34,228
    
    
    $
    3,137Tenant recoveries
    
    
    15,803
    
    
    
    299Other income
    
    
    3,003
    
    
    
    Total revenues
    
    
    53,034
    
    
    
    3,436Expenses:Rental operations
    
    
    13,116
    
    
    
    131Real estate taxes
    
    
    4,264
    
    
    
    176Depreciation and amortization
    
    
    14,667
    
    
    
    478General and administrative
    
    
    5,245
    
    
    
    Total expenses
    
    
    37,292
    
    
    
    785Income from operations
    
    
    15,742
    
    
    
    2,651Equity in net income of unconsolidated partnership
    
    
    71
    
    
    
    Interest income
    
    
    180
    
    
    
    1Interest expense
    
    
    (8,223
    )
    
    
    (1,389
    )Income before minority interests
    
    
    7,770
    
    
    
    1,263Minority interests
    
    
    (494
    )
    
    
    Net income
    
    $
    7,276
    
    
    $
    1,263Basic earnings per share
    
    $
    0.23Diluted earnings per share
    
    $
    0.23Weighted-average common shares outstanding:Basic
    
    
    31,514,608Diluted
    
    
    34,544,121
  5




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BIOMED REALTY TRUST, INC. AND
INHALE 201 INDUSTRIAL ROAD, L.P. (PREDECESSOR)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 INHALE 201BIOMED
    
    
    INDUSTRIALREALTY
    
    
    ROAD,L.P.TRUST, INC.
    
    
    (PREDECESSOR)Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2005
    
    
    June 30, 2004(in thousands)Operating activities:Net income
    
    $
    7,276
    
    
    $
    1,263Adjustments to reconcile net income to net cash provided by operating
activities:Minority interests
    
    
    494
    
    
    
    Depreciation and amortization
    
    
    14,667
    
    
    
    478Bad debt expense
    
    
    200
    
    
    
    Revenue reduction attributable to acquired above market leases
    
    
    813
    
    
    
    Revenue recognized related to acquired lease obligations
    
    
    (991
    )
    
    
    Vesting of restricted common stock
    
    
    1,531
    
    
    
    Amortization of loan costs
    
    
    2,333
    
    
    
    42Interest expense reduction for amortization of debt premium
    
    
    (650
    )
    
    
    Income from unconsolidated partnership
    
    
    (71
    )
    
    
    Distributions received from unconsolidated partnership
    
    
    51
    
    
    
    Changes in operating assets and liabilities:Restricted cash
    
    
    (2,122
    )
    
    
    Accounts receivable
    
    
    (4,053
    )
    
    
    Accrued straight-line rents
    
    
    (2,314
    )
    
    
    (281
    )Deferred leasing costs
    
    
    (710
    )
    
    
    Prepaid expenses
    
    
    (1,096
    )
    
    
    Other assets
    
    
    126
    
    
    
    (74
    )Security deposits
    
    
    437
    
    
    
    Due to affiliates
    
    
    (53
    )
    
    
    Accounts payable and accrued expenses
    
    
    7,170
    
    
    
    (64
    )Net cash provided by operating activities
    
    
    23,038
    
    
    
    1,364Investing activities:Purchases of interests in and additions to rental property and
related intangible assets
    
    
    (488,668
    )
    
    
    Purchase of interests in and additions to property under development
    
    
    (5,337
    )
    
    
    Security deposits received from prior owners of rental property
    
    
    708
    
    
    
    Accrued construction and tenant improvement costs
    
    
    5,860
    
    
    
    Receipts of master lease payments (reduction to rental property)
    
    
    1,303
    
    
    
    Net cash used in investing activities
    
    
    (486,134
    )
    
    
    Financing activities:Proceeds from common stock offering
    
    
    340,256
    
    
    
    Payment of offering costs
    
    
    (16,139
    )
    
    
    Payment of loan costs
    
    
    (6,163
    )
    
    
    Line of credit proceeds
    
    
    227,175
    
    
    
    Line of credit payments
    
    
    (227,175
    )
    
    
    Secured term loan proceeds
    
    
    250,000
    
    
    
    Unsecured term loan proceeds
    
    
    100,000
    
    
    
    Unsecured term loan payments
    
    
    (100,000
    )
    
    
    Principal payments on mortgage notes payable
    
    
    (1,202
    )
    
    
    (446
    )Distributions to operating partnership unit holders
    
    
    (1,550
    )
    
    
    Dividends paid
    
    
    (16,961
    )
    
    
    Distributions to owners of Predecessor
    
    
    
    
    
    
    (1,018
    )Net cash provided by (used in) financing activities
    
    
    548,241
    
    
    
    (1,464
    )Net increase (decrease) in cash and cash equivalents
    
    
    85,145
    
    
    
    (100
    )Cash and cash equivalents at beginning of period
    
    
    27,869
    
    
    
    157Cash and cash equivalents at end of period
    
    $
    113,014
    
    
    $
    57Supplemental disclosure of cash flow information:Cash paid during the period for interest (net of
amounts capitalized of $171 and $0, respectively)
    
    $
    4,288
    
    
    $
    1,381Supplemental disclosure of non-cash investing and
financing activities:Accrual for dividends declared
    
    
    8,490
    
    
    
    Accrual for distributions declared for operating
partnership unit holders
    
    
    775
    
    
    
    Restricted stock awards
    
    
    1,187
    
    
    
    Mortgage loans assumed (includes premium of $11,229)
    
    
    149,434
    
    
    
    
  6




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BIOMED REALTY TRUST, INC. AND
INHALE 201 INDUSTRIAL ROAD, L.P. (PREDECESSOR)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Organization and Description of Business
     Business Combinations
 7




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2. Basis of Presentation and Summary of Significant Accounting Policies
  Principles of Consolidation
  Investments in Rental Property
  June 30, 2005
    
    
    December 31, 2004Land
    
    $
    114,479
    
    
    $
    68,755Ground lease
    
    
    14,210
    
    
    
    14,217Buildings and improvements
    
    
    901,034
    
    
    
    388,502Tenant improvements
    
    
    8,232
    
    
    
    2831,037,955
    
    
    
    471,757Accumulated depreciation
    
    
    (9,549
    )
    
    
    (3,269
    )$
    1,028,406
    
    
    $
    468,488
  Revenue Recognition
  Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
  8




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Income Taxes
  Managements Estimates
  3. Minority Interests
  4. Mortgage Notes Payable
  StatedFixed
    
    
    Effective
    
    
    
    
    
    
    Unamortized
    
    
    Carrying
    
    
    CarryingInterest
    
    
    Interest
    
    
    Principal
    
    
    Premium
    
    
    Value at
    
    
    Value atRate
    
    
    Rate
    
    
    Amount
    
    
    Amount
    
    
    June 30, 2005
    
    
    December 31, 2004
    
    
    Maturity DateArdentech Court
    
    
    7.25
    %
    
    
    5.06
    %
    
    $
    4,787
    
    
    $
    572
    
    
    $
    5,359
    
    
    $
    5,440
    
    
    July 1, 2012Bayshore Boulevard
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    16,289
    
    
    
    
    
    
    
    16,289
    
    
    
    16,438
    
    
    January 1, 2010Bridgeview
    
    
    8.07
    %
    
    
    5.04
    %
    
    
    11,782
    
    
    
    1,703
    
    
    
    13,485
    
    
    
    13,681
    
    
    January 1, 2011Eisenhower Road
    
    
    5.80
    %
    
    
    4.63
    %
    
    
    2,229
    
    
    
    67
    
    
    
    2,296
    
    
    
    2,331
    
    
    May 5, 2008Elliott Avenue
    
    
    7.38
    %
    
    
    4.63
    %
    
    
    16,765
    
    
    
    923
    
    
    
    17,688
    
    
    
    18,107
    
    
    November 24, 200740 Erie Street
    
    
    7.34
    %
    
    
    4.90
    %
    
    
    20,041
    
    
    
    1,302
    
    
    
    21,343
    
    
    
    
    
    
    August 1, 2008Kendall Square D
    
    
    6.38
    %
    
    
    5.45
    %
    
    
    73,078
    
    
    
    5,486
    
    
    
    78,564
    
    
    
    
    
    
    December 1, 2018Lucent Drive
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5,986
    
    
    
    
    
    
    
    5,986
    
    
    
    
    
    
    January 21, 2015Monte Villa Parkway
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    9,916
    
    
    
    
    
    
    
    9,916
    
    
    
    10,007
    
    
    January 1, 2010Nancy Ridge
Drive
    
    
    7.15
    %
    
    
    5.57
    %
    
    
    6,989
    
    
    
    670
    
    
    
    7,659
    
    
    
    
    
    
    September 1, 2012Science Center Drive
    
    
    7.65
    %
    
    
    5.04
    %
    
    
    11,638
    
    
    
    1,549
    
    
    
    13,187
    
    
    
    13,376
    
    
    July 1, 2011Sidney Street
    
    
    7.23
    %
    
    
    5.11
    %
    
    
    31,755
    
    
    
    3,642
    
    
    
    35,397
    
    
    
    
    
    
    June 1, 2012Towne Centre Drive
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    22,649
    
    
    
    
    
    
    
    22,649
    
    
    
    22,856
    
    
    January 1, 2010$
    233,904
    
    
    $
    15,914
    
    
    $
    249,818
    
    
    $
    102,236
 9




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5. Credit Facilities
    10




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6. Earnings Per Share
  Earnings per Share
 For the Six
    
    
    For the ThreeMonths Ended
    
    
    Months EndedJune 30, 2005
    
    
    June 30, 2005Net income attributable to common shares
    
    $
    7,276
    
    
    $
    1,440Operating partnership unit share in earnings of minority interest (1)
    
    
    668
    
    
    
    130Adjusted net income attributable to common shares
    
    $
    7,944
    
    
    $
    1,570Weighted-average common shares outstanding:Basic
    
    
    31,514,608
    
    
    
    31,861,536Incremental shares from assumed conversion/exercise:Stock warrant
    
    
    77,540
    
    
    
    79,858Vesting of restricted stock
    
    
    81,409
    
    
    
    81,409Operating Partnership Units
    
    
    2,870,564
    
    
    
    2,870,564Diluted
    
    
    34,544,121
    
    
    
    34,893,367Earnings per share  basic and diluted
    
    $
    0.23
    
    
    $
    0.05
 
 (1)
    
    Does not include minority interest for the limited partners interest in the King of Prussia
property of $(174,000) and $(65,000), respectively, for the six months and three months ended
June 30, 2005. 7. Incentive Award Plan
  8. Segment Information
      11




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New York
    
    
    
    
    
    
    
    
    
    
    CorporateSan
    
    
    
    
    
    
    
    
    
    
    and
    
    
    
    
    
    
    
    
    
    
    andBoston
    
    
    Francisco
    
    
    San Diego
    
    
    Seattle
    
    
    New Jersey
    
    
    Pennsylvania
    
    
    Maryland
    
    
    Other
    
    
    TotalRental revenues and tenant
recoveries
    
    $
    5,974
    
    
    $
    7,151
    
    
    $
    7,937
    
    
    $
    4,426
    
    
    $
    16,048
    
    
    $
    6,420
    
    
    $
    2,042
    
    
    $
    33
    
    
    $
    50,031Rental operations and real
estate tax expenses
    
    
    1,178
    
    
    
    1,108
    
    
    
    1,546
    
    
    
    519
    
    
    
    9,555
    
    
    
    2,860
    
    
    
    160
    
    
    
    454
    
    
    
    17,380Net operating income
    
    
    4,796
    
    
    
    6,043
    
    
    
    6,391
    
    
    
    3,907
    
    
    
    6,493
    
    
    
    3,560
    
    
    
    1,882
    
    
    
    (421
    )
    
    
    32,651Equity in net income of
unconsolidated partnership
    
    
    
    
    
    
    
    
    
    
    71
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71Other income
    
    
    
    
    
    
    3,003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,003Interest income
    
    
    2
    
    
    
    84
    
    
    
    7
    
    
    
    
    
    
    
    1
    
    
    
    6
    
    
    
    
    
    
    
    80
    
    
    
    180Depreciation and amortization
    
    
    (1,888
    )
    
    
    (2,535
    )
    
    
    (3,243
    )
    
    
    (1,592
    )
    
    
    (3,149
    )
    
    
    (1,908
    )
    
    
    (352
    )
    
    
    
    
    
    
    (14,667
    )General and administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,245
    )
    
    
    (5,245
    )Interest expense
    
    
    (616
    )
    
    
    (780
    )
    
    
    (851
    )
    
    
    (670
    )
    
    
    
    
    
    
    (54
    )
    
    
    
    
    
    
    (5,252
    )
    
    
    (8,223
    )Minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174
    
    
    
    
    
    
    
    (668
    )
    
    
    (494
    )Net income
    
    $
    2,294
    
    
    $
    5,815
    
    
    $
    2,375
    
    
    $
    1,645
    
    
    $
    3,345
    
    
    $
    1,778
    
    
    
    1,530
    
    
    $
    (11,506
    )
    
    $
    7,276Investment in unconsolidated
partnership
    
    
    
    
    
    
    
    
    
    $
    2,490
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,490Total assets
    
    $
    589,752
    
    
    $
    167,905
    
    
    $
    145,720
    
    
    $
    69,447
    
    
    $
    109,398
    
    
    $
    105,355
    
    
    $
    32,308
    
    
    $
    107,260
    
    
    $
    1,327,145
 New York
    
    
    
    
    
    
    
    
    
    
    CorporateSan
    
    
    
    
    
    
    
    
    
    
    and
    
    
    
    
    
    
    
    
    
    
    andBoston
    
    
    Francisco
    
    
    San Diego
    
    
    Seattle
    
    
    New Jersey
    
    
    Pennsylvania
    
    
    Maryland
    
    
    Other
    
    
    Total% of total revenues
    
    
    11.9
    %
    
    
    14.3
    %
    
    
    15.9
    %
    
    
    8.8
    %
    
    
    32.1
    %
    
    
    12.8
    %
    
    
    4.1
    %
    
    
    0.1
    %
    
    
    100.0
    %% of total rental operations
expenses
    
    
    6.8
    %
    
    
    6.4
    %
    
    
    8.9
    %
    
    
    3.0
    %
    
    
    55.0
    %
    
    
    16.4
    %
    
    
    0.9
    %
    
    
    2.6
    %
    
    
    100.0
    %% of total net operating income
    
    
    14.7
    %
    
    
    18.5
    %
    
    
    19.6
    %
    
    
    12.0
    %
    
    
    19.9
    %
    
    
    10.8
    %
    
    
    5.8
    %
    
    
    (1.3
    )%
    
    
    100.0
    %% of total equity income of
unconsolidated partnership
    
    
    
    
    
    
    
    
    
    
    100.0
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100.0
    %% of other income
    
    
    
    
    
    
    100.0
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100.0
    %% of total interest income
    
    
    1.1
    %
    
    
    46.7
    %
    
    
    3.9
    %
    
    
    
    
    
    
    0.6
    %
    
    
    3.3
    %
    
    
    
    
    
    
    44.4
    %
    
    
    100.0
    %% of total depreciation and
amortization
    
    
    (12.9
    )%
    
    
    (17.3
    )%
    
    
    (22.1
    )%
    
    
    (10.8
    )%
    
    
    (21.5
    )%
    
    
    (13.0
    )%
    
    
    (2.4
    )%
    
    
    
    
    
    
    (100.0
    )%% of total general and
administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100.0
    )%
    
    
    (100.0
    )%% of total interest expense
    
    
    (7.5
    )%
    
    
    (9.5
    )%
    
    
    (10.3
    )%
    
    
    (8.1
    )%
    
    
    
    
    
    
    (0.7
    )%
    
    
    
    
    
    
    (63.9
    )%
    
    
    (100.0
    )%% of total minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35.2
    %
    
    
    
    
    
    
    (135.2
    )%
    
    
    (100.0
    )%% of total net income
    
    
    31.5
    %
    
    
    79.9
    %
    
    
    32.6
    %
    
    
    22.6
    %
    
    
    46.0
    %
    
    
    24.5
    %
    
    
    21.0
    %
    
    
    (158.1
    )%
    
    
    100.0
    %
  New York
    
    
    
    
    
    
    
    
    
    
    CorporateSan
    
    
    
    
    
    
    
    
    
    
    and
    
    
    
    
    
    
    
    
    
    
    andBoston
    
    
    Francisco
    
    
    San Diego
    
    
    Seattle
    
    
    New Jersey
    
    
    Pennsylvania
    
    
    Maryland
    
    
    Other
    
    
    TotalRental revenues and tenant
recoveries
    
    $
    5,974
    
    
    $
    3,604
    
    
    $
    4,209
    
    
    $
    2,193
    
    
    $
    8,161
    
    
    $
    3,367
    
    
    $
    1,022
    
    
    $
    33
    
    
    $
    28,563Rental operations and real
estate tax expenses
    
    
    1,178
    
    
    
    574
    
    
    
    818
    
    
    
    232
    
    
    
    4,777
    
    
    
    1,251
    
    
    
    79
    
    
    
    288
    
    
    
    9,197Net operating income
    
    
    4,796
    
    
    
    3,030
    
    
    
    3,391
    
    
    
    1,961
    
    
    
    3,384
    
    
    
    2,116
    
    
    
    943
    
    
    
    (255
    )
    
    
    19,366Equity in net income of
unconsolidated partnership
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20Other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest income
    
    
    2
    
    
    
    53
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    37
    
    
    
    102Depreciation and amortization
    
    
    (1,888
    )
    
    
    (1,200
    )
    
    
    (1,794
    )
    
    
    (796
    )
    
    
    (1,610
    )
    
    
    (1,012
    )
    
    
    (176
    )
    
    
    
    
    
    
    (8,476
    )General and administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,695
    )
    
    
    (2,695
    )Interest expense
    
    
    (616
    )
    
    
    (358
    )
    
    
    (440
    )
    
    
    (334
    )
    
    
    
    
    
    
    (27
    )
    
    
    
    
    
    
    (5,037
    )
    
    
    (6,812
    )Minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    
    
    
    
    (130
    )
    
    
    (65
    )Net income
    
    $
    2,294
    
    
    $
    1,525
    
    
    $
    1,182
    
    
    $
    831
    
    
    $
    1,774
    
    
    $
    1,147
    
    
    
    767
    
    
    $
    (8,080
    )
    
    $
    1,440Investment in unconsolidated
partnership
    
    
    
    
    
    
    
    
    
    $
    2,490
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    2,490Total assets
    
    $
    589,752
    
    
    $
    167,905
    
    
    $
    145,720
    
    
    $
    69,447
    
    
    $
    109,398
    
    
    $
    105,355
    
    
    $
    32,308
    
    
    $
    107,260
    
    
    $
    1,327,145
 New York
    
    
    
    
    
    
    
    
    
    
    CorporateSan
    
    
    
    
    
    
    
    
    
    
    and
    
    
    
    
    
    
    
    
    
    
    andBoston
    
    
    Francisco
    
    
    San Diego
    
    
    Seattle
    
    
    New Jersey
    
    
    Pennsylvania
    
    
    Maryland
    
    
    Other
    
    
    Total% of total revenues
    
    
    20.9
    %
    
    
    12.6
    %
    
    
    14.7
    %
    
    
    7.7
    %
    
    
    28.6
    %
    
    
    11.8
    %
    
    
    3.6
    %
    
    
    0.1
    %
    
    
    100.0
    %% of total rental operations
expenses
    
    
    12.8
    %
    
    
    6.3
    %
    
    
    8.9
    %
    
    
    2.5
    %
    
    
    51.9
    %
    
    
    13.6
    %
    
    
    0.9
    %
    
    
    3.1
    %
    
    
    100.0
    %% of total net operating income
    
    
    24.8
    %
    
    
    15.6
    %
    
    
    17.5
    %
    
    
    10.1
    %
    
    
    17.5
    %
    
    
    10.9
    %
    
    
    4.9
    %
    
    
    (1.3
    )%
    
    
    100.0
    %% of total equity income of
unconsolidated partnership
    
    
    
    
    
    
    
    
    
    
    100.0
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100.0
    %% of other income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    % of total interest income
    
    
    2.0
    %
    
    
    52.0
    %
    
    
    4.9
    %
    
    
    
    
    
    
    
    
    
    
    4.9
    %
    
    
    
    
    
    
    36.2
    %
    
    
    100.0
    %% of total depreciation and
amortization
    
    
    (22.3
    )%
    
    
    (14.1
    )%
    
    
    (21.2
    )%
    
    
    (9.4
    )%
    
    
    (19.0
    )%
    
    
    (11.9
    )%
    
    
    (2.1
    )%
    
    
    
    
    
    
    (100.0
    )%% of total general and
administrative
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100.0
    )%
    
    
    (100.0
    )%% of total interest expense
    
    
    (9.0
    )%
    
    
    (5.3
    )%
    
    
    (6.5
    )%
    
    
    (4.9
    )%
    
    
    
    
    
    
    (0.4
    )%
    
    
    
    
    
    
    (73.9
    )%
    
    
    (100.0
    )%% of total minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100.0
    %
    
    
    
    
    
    
    (200.0
    )%
    
    
    (100.0
    )%% of total net income
    
    
    159.3
    %
    
    
    105.9
    %
    
    
    82.1
    %
    
    
    57.7
    %
    
    
    123.2
    %
    
    
    79.6
    %
    
    
    53.3
    %
    
    
    (561.1
    )%
    
    
    100.0
    %
 12




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##### Table of Contents



9. Property Acquisitions
  Market
    
    
    Acquisition Date
    
    
    Rentable Square Feet
    
    
    Investment
    
    
    Debt Assumed (1)
    
    
    Percent LeasedFirst Quarter 2005Waples
    
    San Diego
    
    March 1, 2005
    
    
    43,036
    
    
    $
    5,324
    
    
    $
    
    
    
    
    65.3
    %Bridgeview
    
    San Francisco
    
    March 16, 2005
    
    
    50,400
    
    
    
    16,219
    
    
    
    
    
    
    
    100.0
    %Graphics Drive
    
    New Jersey
    
    March 17, 2005
    
    
    72,300
    
    
    
    7,787
    
    
    
    
    
    
    
    14.8
    %First Quarter Total
    
    
    
    
    
    
    
    
    
    
    165,736
    
    
    $
    29,330
    
    
    $
    
    
    
    
    47.4
    %Second Quarter 2005Fresh Pond Research Park
    
    Boston
    
    April 5, 2005
    
    
    90,702
    
    
    
    20,768
    
    
    
    
    
    
    
    83.3
    %Coolidge Avenue
    
    Boston
    
    April 5, 2005
    
    
    37,400
    
    
    
    10,837
    
    
    
    
    
    
    
    100.0
    %Phoenixville Pike
    
    Pennsylvania
    
    April 5, 2005
    
    
    104,400
    
    
    
    13,240
    
    
    
    
    
    
    
    49.6
    %Nancy Ridge Drive
    
    San Diego
    
    April 21, 2005
    
    
    42,138
    
    
    
    12,974
    
    
    
    7,001
    
    
    
    100.0
    %Dumbarton Circle
    
    San Francisco
    
    May 27, 2005
    
    
    44,000
    
    
    
    8,959
    
    
    
    
    
    
    
    100.0
    %Lucent Drive
    
    Boston
    
    May 31, 2005
    
    
    21,500
    
    
    
    7,142
    
    
    
    6,014
    
    
    
    100.0
    %21 Erie Street
    
    Boston
    
    May 31, 2005
    
    
    48,238
    
    
    
    11,939
    
    
    
    
    
    
    
    58.1
    %Vassar Street
    
    Boston
    
    May 31, 2005
    
    
    52,520
    
    
    
    17,850
    
    
    
    
    
    
    
    100.0
    %Albany Street
    
    Boston
    
    May 31, 2005
    
    
    75,003
    
    
    
    38,444
    
    
    
    
    
    
    
    99.8
    %40 Erie Street
    
    Boston
    
    May 31, 2005
    
    
    100,854
    
    
    
    45,755
    
    
    
    20,192
    
    
    
    100.0
    %Sidney Street
    
    Boston
    
    May 31, 2005
    
    
    191,904
    
    
    
    51,015
    
    
    
    31,809
    
    
    
    100.0
    %Kendall Square A
    
    Boston
    
    May 31, 2005
    
    
    302,919
    
    
    
    150,843
    
    
    
    
    
    
    
    96.7
    %Kendall Square D
    
    Boston
    
    May 31, 2005
    
    
    349,325
    
    
    
    192,583
    
    
    
    73,189
    
    
    
    98.2
    %47 Erie Street Parking Structure
    
    Boston
    
    May 31, 2005
    
    
    n/a
    
    
    
    10,180
    
    
    
    
    
    
    
    n/aSecond Quarter Total
    
    
    
    
    
    
    
    
    
    
    1,460,903
    
    
    $
    592,529
    
    
    $
    138,205
    
    
    
    92.9
    %Total
    
    
    
    
    
    
    
    
    
    
    1,626,639
    
    
    $
    621,859
    
    
    $
    138,205
    
    
    
    88.2
    %
 
 (1)
    
    Excludes $11,229 of debt premium. 10. Derivative Financial Instruments
    13




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##### Table of Contents



11. Subsequent Events
  14




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    Overview
    15




---



##### Table of Contents



Factors Which May Influence Future Operations
    Critical Accounting Policies
 Share-Based Payment
 Results of Operations
   16




---



##### Table of Contents



Comparison of Three Months Ended June 30, 2005 to Three Months Ended June 30, 2004
  Three Months
    
    
    Three Months EndedEnded
    
    
    June 30, 2004June 30, 2005
    
    
    
    
    
    
    CombinedBioMed Realty
    
    
    
    
    
    
    Contribution
    
    
    CombiningTrust, Inc.
    
    
    Predecessor
    
    
    Properties
    
    
    Entries
    
    
    TotalRevenues:Rental
    
    $
    20,014
    
    
    $
    1,575
    
    
    $
    1,050
    
    
    
    
    
    
    $
    2,625Tenant recoveries
    
    
    8,549
    
    
    
    149
    
    
    
    189
    
    
    
    
    
    
    
    338Total revenues
    
    
    28,563
    
    
    
    1,724
    
    
    
    1,239
    
    
    
    
    
    
    
    2,963Expenses:Rental operations
    
    
    6,721
    
    
    
    66
    
    
    
    96
    
    
    
    
    
    
    
    162Real estate taxes
    
    
    2,476
    
    
    
    88
    
    
    
    56
    
    
    
    
    
    
    
    144Depreciation and amortization
    
    
    8,476
    
    
    
    236
    
    
    
    203
    
    
    
    
    
    
    
    439General and administrative
    
    
    2,695
    
    
    
    
    
    
    
    48
    
    
    
    
    
    
    
    48Total expenses
    
    
    20,368
    
    
    
    390
    
    
    
    403
    
    
    
    
    
    
    
    793Income from operations
    
    
    8,195
    
    
    
    1,334
    
    
    
    836
    
    
    
    
    
    
    
    2,170Equity in net income of
unconsolidated partnership
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest income
    
    
    102
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    4Interest expense
    
    
    (6,812
    )
    
    
    (703
    )
    
    
    (587
    )
    
    
    
    
    
    
    (1,290
    )Income before minority interests
    
    
    1,505
    
    
    
    631
    
    
    
    253
    
    
    
    
    
    
    
    884Minority interests
    
    
    (65
    )
    
    
    
    
    
    
    (71
    )
    
    
    (370
    )
    
    
    (441
    )Net income
    
    $
    1,440
    
    
    $
    631
    
    
    $
    182
    
    
    $
    (370
    )
    
    $
    443
 Rental Revenues
 Tenant Recoveries
 Rental Operations Expense
 Real Estate Tax Expense.
 17




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##### Table of Contents



Depreciation and Amortization Expense
 General and Administrative Expenses.
 Interest Income
 Interest Expense.
 Minority Interests.
 Comparison of Six Months Ended June 30, 2005 to Six Months Ended June 30, 2004
  Six Months
    
    
    Six Months EndedEnded
    
    
    June 30, 2004June 30, 2005
    
    
    
    
    
    
    CombinedBioMed Realty
    
    
    
    
    
    
    Contribution
    
    
    CombiningTrust, Inc.
    
    
    Predecessor
    
    
    Properties
    
    
    Entries
    
    
    TotalRevenues:Rental
    
    $
    34,228
    
    
    $
    3,137
    
    
    $
    2,096
    
    
    
    
    
    
    $
    5,233Tenant recoveries
    
    
    15,803
    
    
    
    299
    
    
    
    371
    
    
    
    
    
    
    
    670Other income
    
    
    3,003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total revenues
    
    
    53,034
    
    
    
    3,436
    
    
    
    2,467
    
    
    
    
    
    
    
    5,903Expenses:Rental operations
    
    
    13,116
    
    
    
    131
    
    
    
    170
    
    
    
    
    
    
    
    301Real estate taxes
    
    
    4,264
    
    
    
    176
    
    
    
    112
    
    
    
    
    
    
    
    288Depreciation and amortization
    
    
    14,667
    
    
    
    478
    
    
    
    407
    
    
    
    
    
    
    
    885General and administrative
    
    
    5,245
    
    
    
    
    
    
    
    106
    
    
    
    
    
    
    
    106Total expenses
    
    
    37,292
    
    
    
    785
    
    
    
    795
    
    
    
    
    
    
    
    1,580Income from operations
    
    
    15,742
    
    
    
    2,651
    
    
    
    1,672
    
    
    
    
    
    
    
    4,323Equity in net income of
unconsolidated partnership
    
    
    71
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest income
    
    
    180
    
    
    
    1
    
    
    
    9
    
    
    
    
    
    
    
    10Interest expense
    
    
    (8,223
    )
    
    
    (1,389
    )
    
    
    (1,200
    )
    
    
    
    
    
    
    (2,589
    )Income before minority interests
    
    
    7,770
    
    
    
    1,263
    
    
    
    481
    
    
    
    
    
    
    
    1,744Minority interests
    
    
    (494
    )
    
    
    
    
    
    
    (143
    )
    
    
    (740
    )
    
    
    (883
    )Net income
    
    $
    7,276
    
    
    $
    1,263
    
    
    $
    338
    
    
    $
    (740
    )
    
    $
    861
 18




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##### Table of Contents



Rental Revenues
 Tenant Recoveries
 Other Income.
 Rental Operations Expense
 Real Estate Tax Expense.
 Depreciation and Amortization Expense
 General and Administrative Expenses.
 Interest Income
 Interest Expense.
 Minority Interests.
 19




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##### Table of Contents



Cash Flows
 Comparison of Six Months Ended June 30, 2005 to Six Months Ended June 30, 2004
 Six Months Ended June 30,Predecessor andBioMed
    
    
    CombinedRealty Trust,
    
    
    ContributionInc.
    
    
    Properties2005
    
    
    2004
    
    
    ChangeNet cash provided by (used in) operating activities
    
    $
    23,038
    
    
    $
    (827
    )
    
    $
    23,865Net cash used in investing activities
    
    
    (486,134
    )
    
    
    
    
    
    
    (486,134
    )Net cash provided by financing activities
    
    
    548,241
    
    
    
    1,002
    
    
    
    547,239Ending cash balance
    
    
    113,014
    
    
    
    530
    
    
    
    112,484
     Funds from Operations
  20




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##### Table of Contents



For the Six
    
    
    For the ThreeMonths Ended
    
    
    Months EndedJune 30, 2005
    
    
    June 30, 2005Net income
    
    $
    7,276
    
    
    $
    1,440AdjustmentsOperating partnership unit share in earnings of minority interest
    
    
    669
    
    
    
    131Depreciation and amortization  real estate assets
    
    
    14,677
    
    
    
    8,496Funds from operations
    
    $
    22,622
    
    
    $
    10,067Funds from operations per share  diluted
    
    $
    0.65
    
    
    $
    0.29Weighted-average common shares outstanding  diluted
    
    
    34,544,121
    
    
    
    34,893,367
 Liquidity and Capital Resources
  
    
    interest expense and scheduled principal payments on outstanding indebtedness,
    
    general and administrative expenses,
    
    future distributions expected to be paid to our stockholders, and
    
    capital expenditures, tenant improvements and leasing commissions.
     21




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##### Table of Contents



StatedFixed
    
    
    Effective
    
    
    
    
    
    
    Unamortized
    
    
    Carrying
    
    
    CarryingInterest
    
    
    Interest
    
    
    Principal
    
    
    Premium
    
    
    Value at
    
    
    Value atRate
    
    
    Rate
    
    
    Amount
    
    
    Amount
    
    
    June 30, 2005
    
    
    December 31, 2004
    
    
    Maturity DateArdentech Court
    
    
    7.25
    %
    
    
    5.06
    %
    
    $
    4,787
    
    
    $
    572
    
    
    $
    5,359
    
    
    $
    5,440
    
    
    July 1, 2012Bayshore Boulevard
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    16,289
    
    
    
    
    
    
    
    16,289
    
    
    
    16,438
    
    
    January 1, 2010Bridgeview
    
    
    8.07
    %
    
    
    5.04
    %
    
    
    11,782
    
    
    
    1,703
    
    
    
    13,485
    
    
    
    13,681
    
    
    January 1, 2011Eisenhower Road
    
    
    5.80
    %
    
    
    4.63
    %
    
    
    2,229
    
    
    
    67
    
    
    
    2,296
    
    
    
    2,331
    
    
    May 5, 2008Elliott Avenue
    
    
    7.38
    %
    
    
    4.63
    %
    
    
    16,765
    
    
    
    923
    
    
    
    17,688
    
    
    
    18,107
    
    
    November 24, 200740 Erie Street
    
    
    7.34
    %
    
    
    4.90
    %
    
    
    20,041
    
    
    
    1,302
    
    
    
    21,343
    
    
    
    
    
    
    August 1, 2008Kendall Square D
    
    
    6.38
    %
    
    
    5.45
    %
    
    
    73,078
    
    
    
    5,486
    
    
    
    78,564
    
    
    
    
    
    
    December 1, 2018Lucent Drive
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5,986
    
    
    
    
    
    
    
    5,986
    
    
    
    
    
    
    January 21, 2015Monte Villa Parkway
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    9,916
    
    
    
    
    
    
    
    9,916
    
    
    
    10,007
    
    
    January 1, 2010Nancy Ridge
Drive
    
    
    7.15
    %
    
    
    5.57
    %
    
    
    6,989
    
    
    
    670
    
    
    
    7,659
    
    
    
    
    
    
    September 1, 2012Science Center Drive
    
    
    7.65
    %
    
    
    5.04
    %
    
    
    11,638
    
    
    
    1,549
    
    
    
    13,187
    
    
    
    13,376
    
    
    July 1, 2011Sidney Street
    
    
    7.23
    %
    
    
    5.11
    %
    
    
    31,755
    
    
    
    3,642
    
    
    
    35,397
    
    
    
    
    
    
    June 1, 2012Towne Centre Drive
    
    
    4.55
    %
    
    
    4.55
    %
    
    
    22,649
    
    
    
    
    
    
    
    22,649
    
    
    
    22,856
    
    
    January 1, 2010$
    233,904
    
    
    $
    15,914
    
    
    $
    249,818
    
    
    $
    102,236
   22




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##### Table of Contents



2005
    
    $
    2,5022006
    
    
    5,3802007
    
    
    21,2132008
    
    
    24,0762009
    
    
    4,624Thereafter
    
    
    426,109$
    483,904
    Off Balance Sheet Arrangements
 Consolidation of Variable
Interest Entities
 StatedFixed
    
    
    Effective
    
    
    
    
    
    
    Unamortized
    
    
    TotalInterest
    
    
    Interest
    
    
    Principal
    
    
    Premium
    
    
    BookRate
    
    
    Rate
    
    
    Amount
    
    
    Amount
    
    
    Value
    
    
    Maturity DateMcKellar Court
    
    
    8.56
    %
    
    
    4.63
    %
    
    $
    2,266
    
    
    $
    385
    
    
    $
    2,651
    
    
    January 1, 2010
 23




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##### Table of Contents



Cash Distribution Policy
 i.e.
  Inflation
   
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   24




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
    
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Votes For
    
    Votes WithheldAlan D. Gold
    
    
    29,630,652
    
    
    
    227,224Barbara R. Cambon
    
    
    29,484,947
    
    
    
    372,929Edward A. Dennis, Ph.D.
    
    
    29,123,282
    
    
    
    734,594Gary A. Kreitzer
    
    
    29,747,658
    
    
    
    110,218Mark J. Riedy, Ph.D.
    
    
    28,808,776
    
    
    
    1,049,100Theodore D. Roth
    
    
    29,123,582
    
    
    
    734,294M. Faye Wilson
    
    
    29,657,283
    
    
    
    200,593
 25




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##### Table of Contents



ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description of Exhibit10.1
    
    
    Agreement for Purchase of Real Estate, dated as of April 15, 2005, between BioMed Realty, L.P. and
The Lyme Timber Company.(1)10.2
    
    
    Radnor Technology and Research Center Office and Cafeteria Lease, dated as of June 21, 2002,
between BMR-145 King of Prussia Road LP and Centocor, Inc.(2)10.3
    
    
    First Amendment to Lease, dated as of January 19, 2004, between BMR-145 King of Prussia Road LP
and Centocor, Inc.(2)10.4
    
    
    Second Amendment to Radnor Technology and Research Center Office and Cafeteria Lease, dated as of
April 19, 2005, between BMR-145 King of Prussia Road LP and Centocor, Inc.(2)10.5
    
    
    Secured Term Loan Agreement, dated as of May 31, 2005, by and among BioMed Realty, L.P., KeyBank
National Association, as Administrative Agent, and certain lenders party thereto.(3)10.6
    
    
    Form of Secured Term Loan Note.(3)10.7
    
    
    Unsecured Credit Agreement, dated as of May 31, 2005, by and among BioMed Realty, L.P., KeyBank
National Association, as Administrative Agent, and certain lenders party thereto.(3)10.8
    
    
    Form of Line Note under Unsecured Credit Agreement.(3)10.9
    
    
    Form of Term Note under Unsecured Credit Agreement.(3)10.10
    
    
    Assumption, Consent and Loan Modification Agreement, dated as of May 31, 2005, by and among KS
Parcel D, LLC, The Lyme Timber Company, BioMed Realty Trust, Inc., BMR  500 Kendall Street LLC
and The Variable Annuity Life Insurance Company.(3)10.11
    
    
    Promissory Note, dated as of November 21, 2003, to The Variable Annuity Life Insurance Company.(3)10.12
    
    
    Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and
Rents, dated as of November 21, 2003, in favor of The Variable Annuity Life Insurance Company.(3)10.13
    
    
    Lease, dated as of August 28, 2000, by and between Kendall Square, LLC and Genzyme Corporation.(3)10.14
    
    
    First Amendment to Lease, dated as of August 1, 2003, by and between Kendall Square, LLC and
Genzyme Corporation.(3)10.15
    
    
    Lease, dated as of January 18, 2001, by and between Kendall Square, LLC and Vertex Pharmaceuticals
Incorporated.(3)10.16
    
    
    First Amendment to Lease, dated as of May 9, 2002, by and between Kendall Square, LLC and Vertex
Pharmaceuticals Incorporated.(3)10.17
    
    
    Second Amendment to Lease, dated as of September 16, 2003, by and between KS Parcel A, LLC, as
successor to Kendall Square, LLC, and Vertex Pharmaceuticals Incorporated.(3)10.18
    
    
    Third Amendment to Lease, dated as of December 22, 2003, by and between KS Parcel A, LLC, as
successor to Kendall Square, LLC, and Vertex Pharmaceuticals Incorporated.(3)10.19
    
    
    Fourth Amendment to Lease, dated as of September 30, 2004, by and between KS Parcel A, LLC, as
successor to Kendall Square, LLC, and Vertex Pharmaceuticals Incorporated.(3)10.20
    
    
    Fifth Amendment to Lease, dated as of April 15, 2005, by and between KS Parcel A, LLC, as
successor to Kendall Square, LLC, and Vertex Pharmaceuticals Incorporated.(3)10.21
    
    
    Lease, dated as of September 17, 1999, by and between Trustees of Fort Washington Realty Trust and
Vertex Pharmaceuticals Incorporated.(3)
 26




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.22
    
    
    Lease, dated March 3, 1995, by and between Fort Washington Limited Partnership and Vertex
Pharmaceuticals Incorporated.(3)10.23
    
    
    First Amendment to Lease, dated as of December 1996, by and between David E. Clem and David M.
Roby, as Trustees of Fort Washington Realty Trust, and Vertex Pharmaceuticals Incorporated.(3)10.24
    
    
    Second Amendment to Lease, dated as of June 13, 1997, by and between David E. Clem and David M.
Roby, as Trustees of Fort Washington Realty Trust, and Vertex Pharmaceuticals Incorporated.(3)10.25
    
    
    Third Amendment to Lease, dated as of October 1, 1998, by and between David E. Clem and David M.
Roby, as Trustees of Fort Washington Realty Trust, and Vertex Pharmaceuticals Incorporated.(3)10.26
    
    
    Fourth Amendment to Lease, dated as of February 22, 2000, by and between David E. Clem and David
M. Roby, as Trustees of Fort Washington Realty Trust, and Vertex Pharmaceuticals Incorporated.(3)10.27
    
    
    Fifth Amendment to Lease, dated as of May 1, 1999, by and between David E. Clem and David M. Roby,
as Trustees of Fort Washington Realty Trust, and Vertex Pharmaceuticals Incorporated.(3)10.28
    
    
    Sixth Amendment to Lease, dated as of April 6, 2005, by and between David E. Clem and David M.
Roby, as Trustees of Fort Washington Realty Trust, and Vertex Pharmaceuticals Incorporated.(3)31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated herein by reference to BioMed Realty Trust Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 19, 2005.(2)
    
    Incorporated herein by reference to BioMed Realty Trust Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 25, 2005.(3)
    
    Incorporated herein by reference to BioMed Realty Trust Inc.s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 3, 2005. 27




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##### Table of Contents



SIGNATURES
  BioMed Realty Trust, Inc.Dated: August 11, 2005
    /s/ ALAN D. GOLDAlan D. GoldChairman of the Board, President and Chief
Executive Officer
(Principal Executive Officer)/s/ JOHN F. WILSON, IIJohn F. Wilson, IIChief Financial Officer
(Principal Financial Officer) 28