**Exhibit 10.1**

 

**REAL ESTATE PURCHASE AGREEMENT**

** **

**between**

** **

**830WINTER STREET LLCas Seller**

** **

**and**

** **

**INTERCONTINENTALREAL ESTATE INVESTMENT FUND III, LLC**asPurchaser

** **

**of**

** **

**830Winter Street, Waltham, Massachusetts**

 

----

 

**Tableof Contents**

** **
| **1.**     | **Property Identification**                                | ** **                                           |
|------------|------------------------------------------------------------|------------------------------------------------------|
| ** ** | ** **                                                 | ** **                                           |
| **2.**     | **Purchase  Price**                                        | ** **                                           |
| ** ** | ** **                                                 | ** **                                           |
| **3.**     | **Deposit**                                                | ** **                                           |
| ** ** | ** **                                                 | ** **                                           |
| **4.**     | **Title and Survey Matters**                               | ** **                                           |
|       | 4.1                                                        | Update of Title and Survey                           |   |
|       | 4.2                                                        | Approval of Title and Survey                         |   |
|       |                                                       |                                                 |
| **5.**     | **Inspection;  Property Contracts**                        | ** **                                           |
|       | 5.1                                                        | Access                                               |   |
|       | 5.2                                                        | Termination of Property Contracts                    |   |
|       |                                                       |                                                 |   |
| **6.**     | **Conditions  Precedent, Casualty Damage or Condemnation** | ** **                                           |
|       | 6.1                                                        | Conditions Precedent                                 |   |
|       | 6.2                                                        | Seller’s Obligations                            |   |
|       | 6.3                                                        | Risk of Loss                                         |   |
|       | 6.4                                                        | Condemnation                                         |   |
|       | 6.5                                                        | Leasing & Other Activities Prior to Closing |   |
|       |                                                       |                                                 |   |
| **7.**     | **Representations,  Warranties and Covenants**             | ** **                                           |
|       | 7.1                                                        | Seller’s Representations                        |   |
|       | 7.2                                                        | Seller; Seller’s Knowledge                      |   |
|       | 7.3                                                        | Purchaser’s Representations                     |   |
|       | 7.4                                                        | Property Conveyed “As Is”             |   |
|       | 7.5                                                        | Certain Reports                                      |   |
|       |                                                       |                                                 |   |
| **8.**     | **Closing**                                                | ** **                                           |
|       | 8.1                                                        | Closing Date                                         |   |
|       | 8.2                                                        | Seller’s Deliveries                             |   |
|       | 8.3                                                        | Purchaser’s Deliveries                          |   |
|       | 8.4                                                        | Costs and Prorations                                 |   |
|       | 8.5                                                        | Possession                                           |   |
|       |                                                       |                                                 |   |
| **9.**     | **Praecis Lease**                                          | ** **                                           |
| ** ** | ** **                                                 | ** **                                           | ** ** |
| **10.**    | **Real Estate  Commissions**                               | ** **                                           |
| ** ** | ** **                                                 | ** **                                           | ** ** |
| **11.**    | **Termination  and Default**                               | ** **                                           |
|       | 11.1                                                       | Termination by Purchaser                             |   |
|       | 11.2                                                       | Purchaser’s Default                             |   |
|       | 11.3                                                       | Seller’s Default                                |   |

 

i

----

 
| **12.** | **Miscellaneous**              | ** **                             |
|---------|--------------------------------|----------------------------------------|
|    | 12.1                           | Entire Agreement                       |   |
|    | 12.2                           | Binding On Successors and Assigns      |   |
|    | 12.3                           | Assignment by Purchaser                |   |
|    | 12.4                           | Waiver                                 |   |
|    | 12.5                           | Governing Law; Consent to Jurisdiction |   |
|    | 12.6                           | Counterparts                           |   |
|    | 12.7                           | Notices                                |   |
|    | 12.8                           | Attorneys’ Fees                   |   |
|    | 12.9                           | IRS Real Estate Sales Reporting        |   |
|    | 12.10                          | Time Periods                           |   |
|    | 12.11                          | Modification of Agreement              |   |
|    | 12.12                          | Further Instruments                    |   |
|    | 12.13                          | Descriptive Headings                   |   |
|    | 12.14                          | Time of the Essence                    |   |
|    | 12.15                          | Business Day                           |   |
|    | 12.16                          | Construction of Agreement              |   |
|    | 12.17                          | Execution by Officer of Seller         |   |
|    | 12.18                          | Execution by Officer of Purchaser      |   |
|    | 12.19                          | JURY TRIAL WAIVER                      |   |
|    | 12.20                          | Survival                               |   |
|    | 12.21                          | Submission Not an Offer or Option      |   |
|    |                           |                                   |   |
| **13.** | **General  Escrow Provisions** | ** **                             |

 

ii

----

 

**REALESTATE PURCHASE AGREEMENT**

** **

THIS REAL ESTATE PURCHASEAGREEMENT (this “Agreement”) is entered into as of October 11,2005, by and between 830 Winter Street LLC, a Delaware limited liability company(the “Seller”), with an address of 830 Winter St., Waltham,Massachusetts  02451, and Intercontinental Real Estate Investment FundIII, LLC, a****Massachusetts limited liability company ** **(the“Purchaser”), with an address at 1270Soldiers Field Road, Boston, Massachusetts, 02135.

 

1.                                 PropertyIdentification.  Subject to the termsand provisions hereof, Seller agrees to sell to Purchaser, and Purchaser agreesto purchase from Seller:

 

### (a)                                  Feesimple title to all of the land located at 830 Winter Street, Waltham, Massachusetts, more particularlydescribed on **Exhibit 1(a) **attachedhereto, together with all privileges, rights, easements, and appurtenancesbelonging to such land and all right, title and interest (if any) of Seller inand to any streets, alleys, passages, and other rights-of-way or appurtenancesincluded in, adjacent to or used in connection with such land and all right,title and interest (if any) of Seller in all mineral and development rightsappurtenant to such land (collectively, the “Land”).

###  

### (b)                                 Thethree (3) story office/laboratory building containing approximately 179,855 square feet (as per themodified BOMA standards) of floor area located on the Land and all otherstructures and other improvements situated upon the Land and all fixtures,systems and facilities owned by Seller and located on the Land (collectively,the “Improvements”).

###  

### (c)                                  Allfurniture, equipment, machinery, inventories, supplies, signs and othertangible personal property of every kind and nature, if any, owned by Sellerand installed, located at or used in connection with the operation of the Landor Improvements, including the tangible personal property listed on **Exhibit 1(c) **attached hereto, butspecifically excluding those items of personal property set forth on theattached **Exhibit 1(c-1)**  (collectively, the “Personal Property”).

###  

### (d)                                 Allof Seller’s right, title and interest, if any, in all intangible assets of anynature relating to the Land, the Improvements or the Personal Property,including, without limitation, all of Seller’s right, title and interest in all(i) warranties, guaranties and indemnities by and claims against thirdparties relating to components of the Improvements or Personal Property(including without limitation, any guarantees or warranties, if any, withrespect to the roof, heating system and other building systems), (ii) licenses,permits, approvals, development rights, certificates, variances, consents andsimilar documents evidencing rights relating to the Land or the Improvements, (iii) logosand trade names currently used in the operation of the Land and Improvements,and (iv) plans, specifications, drawings, surveys, engineering and otherdesign products, soils (including borings) tests and reports, project budgetsand schedules, and other technical descriptions and documents relating to theLand, Improvements and Personal Property, in each case only to the extent thatSeller has such items in its possession or within its

 

----

 

### control after reasonableefforts and may legally transfer the same (collectively, the “IntangibleProperty”).

###  

### (e)                                  Allof Seller’s rights, if any, in all service, supply and equipment rentalcontracts affecting the Land or Improvements (collectively, the “PropertyContracts”) including, without limitation, those Property Contracts listedon **Exhibit 1(f) **attachedhereto, to the extent Seller is entitled to transfer the same to Purchaser andPurchaser does not elect to have Seller terminate them in accordance with Section 5.2below.

###  

The Land and Improvements are hereinafter sometimesreferred to collectively as the “Real Property” and the Real Property,Personal Property, Intangible Property and Property Contracts are hereinaftersometimes referred to collectively as the “Property.”

 

2.                                 PurchasePrice.  The purchase price for theProperty (the “Purchase Price”) shall be Fifty-One Million Two HundredFifty Thousand and 00/100 Dollars ($51,250,000.00).  The Purchase Price, subject to adjustment asprovided herein, shall be paid on the Closing Date (as defined below) by wiretransfer of immediately available federal funds.

 

3.                                 Deposit.  Purchaser has heretofore deposited OneMillion and 00/100 Dollars ($1,000,000) in escrow (the “Initial Deposit”)withthe Escrow Agent (defined below) which is being held, and will continue to beheld, as set forth below.  Within two (2) daysof receipt by Purchaser of a fully executed, counterpart original of thisAgreement, Purchaser shall deposit,  bywire transfer or check, an additional One Million and 00/100 Dollars ($1,000,000)(together with the Initial Deposit, the “Deposit”) with First American TitleInsurance Company  (the “Escrow Agent”),having an address at Prudential Center, 101 Huntington Avenue, Boston, MA  02199. The Deposit has and shall continue to be held in a segregated,interest-bearing account reasonably approved by Seller and Purchaser.  The Deposit (including any interest earnedthereon) shall be applied to the Purchase Price if the Closing occurs.  In the event that the Closing does not occurby the Closing Date (as defined below), interest on the Deposit shall be paidto the party entitled to receive the Deposit in accordance with the terms ofthis Agreement.  Any taxes due on suchinterest income shall be the sole responsibility of Purchaser.  Purchaser will provide to the Escrow Agent aform W-9 for the reporting of such interest income.

 

4.                                 Titleand Survey Matters.

 

4.1                                 Updateof Title and Survey.  Purchaser hasperformed all survey diligence that it desires to undertake, and has caused tobe issued a commitment for an owner’s policy of title insurance (the “TitleCommitment”), in the amount of the Purchase Price, issued by the EscrowAgent (the “Title Company”), a copy of which is attached hereto as Exhibit 4.1.

 

4.2                                 Approvalof Title and Survey.

 

### (a)                                  Asused herein, the term “Permitted Exceptions” means: (i) all mattersshown on Schedule B — Section 2 of the Title Commitment, except forItems 3 and 4 (but with respect to Item 4, subject to clause (ii) below), andall matters that would be shown by an ALTA/ACSM survey of the Real Property performedas of the date

 

2

----

 

### hereof; and (ii) allmatters, whether or not of record, to the extent caused by Purchaser or itsagents, representatives or contractors.

###  

### (b)                                 If,after the date of this Agreement, title to the Real Property becomes encumberedby any matter (including, without limitation, an attachment or lis pendens)other than a Permitted Exception, Seller shall use reasonable efforts tocorrect any such encumbrance, except that (i) Seller shall in no event berequired to bring suit or otherwise initiate any legal proceedings to clear anysuch encumbrance and (ii) other than for any Seller Encumbrances (asdefined below), Seller shall not be required to expend more than a total ofTwenty Thousand Dollars ($20,000.00) to cure such encumbrances.  If, despite such reasonable efforts, Sellerdoes not remove (by bonding or otherwise) any such encumbrance to thereasonable satisfaction of the Title Company on or prior to the Closing Date(as the same may be extended as set forth below), then Purchaser shall have theoption, exercisable by written notice delivered to Seller by 10:00 A.M. onthe Closing Date, of either (y) accepting the title as it then is and closingor (z) terminating this Agreement, in which event the Deposit shall bereturned immediately to Purchaser and Seller shall reimburse Purchaser forPurchaser’s documented reasonable out-of-pocket third party diligence expensesrelated to the Property not to exceed $25,000, and thereupon, neither partyshall have any further obligation or liabilities under this Agreement, exceptas otherwise stated herein.  As usedherein, the term “Seller Encumbrance” shall mean (1) any mortgageor deed of trust or other monetary lien voluntarily granted or expresslyassumed by Seller and encumbering the Property or (2) any and alljudgments or mechanic’s or supplier’s liens encumbering the Property arisingfrom work performed or materials furnished at the Property by or on behalf ofSeller.  In any event, all SellerEncumbrances must be satisfied by Seller on or prior to the Closing Date (asthe same may be extended as set forth below) or, if not so satisfied, shall besatisfied at Closing out of the proceeds otherwise payable to Seller.

###  

### (c)                                  If,despite reasonable efforts consistent with the foregoing provisions of this Section 4.2,Seller is unable to cure any encumbrance which arises after the date of thisAgreement, other than a Permitted Exception, in each case prior to thescheduled Closing Date, and such title or survey objection or encumbrance canreasonably be cured within thirty (30) days of the scheduled Closing Date withreasonable efforts consistent with the foregoing provisions of this Section 4.2(i.e. limit on expenditures of Twenty Thousand Dollars ($20,000.00) and noobligation to bring suit, etc.), Seller shall have the right to extend theClosing Date for a period of up to thirty (30) days exercisable by writtennotice to the Purchaser received by Purchaser by 5:00 P.M. on the lastBusiness Day prior to the Closing Date (an “Extension Notice”) in orderto provide additional time for such cure. Upon exercise of any such extension right, the term “Closing Date” asused herein shall mean the date set forth in such Extension Notice.  During such extended period, Seller shallcontinue to use commercially reasonable efforts consistent with the foregoingprovisions of this Section 4.2 to cure such matters.

###  

### (d)                                 Selleragrees that after the date hereof through the Closing or termination of thisAgreement, Seller shall not solicit offers from other parties for the purchaseof the Property or any interest therein.

 

3

----

 

5.                                 Inspection;Property Contracts.

 

5.1                                 Access.

 

### (a)                                  Purchaseracknowledges that it, or its duly authorized agents or representatives, havereceived (i) copies of all applicable books and financial records relatingto the Property and the operation and maintenance thereof, and (ii) theitems listed on **Exhibit 5.1**,in each case to the extent currently within Seller’s possession or control oravailable to Seller after reasonable inquiry or effort (collectively, the “InspectionRecords”).  Seller makes norepresentations or warranties as to the content or accuracy of any InspectionRecords.

###  

### (b)                                 Inthe event the Closing does not occur for any reason, Purchaser shall return toSeller all Inspection Records and any and all other materials and informationwith respect to the Property provided to Purchaser by Seller or its agents, includingany photocopies thereof.  In any event,Purchaser shall:  (i) maintain theconfidentiality of the results of its investigation and all materials deliveredby Seller; (ii) disclose such materials only to its employees, agents,prospective investors, partners, lenders, attorneys, consultants and advisorswho need or deem it useful to review such materials in connection with the Closingcontemplated hereby, and to any governmental authority or in connection withany judicial, administrative or other legal proceedings, suits or actions, tothe extent Purchaser is advised by counsel that it is required to do so, andthen only after prior notice to Seller as to the nature and scope of suchdisclosure; and (iii) return all such materials to Seller (withoutretaining copies thereof) if the Closing does not occur for any reason.

###  

### (c)                                  NeitherSeller nor Purchaser shall make any public announcement with respect to thepurchase and sale of the Property without the prior consent of the other party,which consent shall not be unreasonably withheld; provided, however, thatexcept as otherwise provided below no such announcement shall:  (i) be made unless the Closing hasoccurred; or (ii) make any reference to the Purchase Price or othermaterial terms of this Agreement except to the extent that the same are amatter of public record or available to the public generally.  Notwithstanding the foregoing, Purchaser andSeller may make any such disclosures required by applicable laws affectingeither party.

###  

5.2                                 Terminationof Property Contracts.  Seller shallalso terminate, effective at Closing, all other Property Contracts not assumedby Purchaser as set forth below. Notwithstanding the provisions of thepreceding sentence, within 3 Business Days hereof, Purchaser may notify Sellerthat it wishes to assume certain of the Property Contracts at Closing.  Seller agrees to assign such PropertyContracts to Purchaser provided that:  (i) saidProperty Contracts are assignable, and (ii) Purchaser assumes allobligations and liabilities of Seller under any assigned Property Contractsfrom and after the Closing Date.

 

6.                                 ConditionsPrecedent, Casualty Damage or Condemnation.

 

6.1                                 ConditionsPrecedent.  In addition to any otherconditions precedent in favor of Purchaser as may be set forth elsewhere inthis Agreement, Purchaser’s obligations

 

4

----

 

under this Agreement areexpressly subject to the timely fulfillment of the conditions set forth in thisSection 6.1 on or before the Closing Date, or such earlier date as is setforth below.  Each condition may bewaived in whole or in part only by written notice of such waiver from Purchaserto Seller.

 

### (a)                                  Sellerperforming and complying in all material respects with all of the terms of thisAgreement to be performed and complied with by Seller prior to or at theClosing including, without limitation, Section 4.2.

###  

### (b)                                 Onthe Closing Date, all of the representations and warranties of Seller set forthin this Agreement shall continue to be true, accurate and complete in allmaterial respects.

###  

Notwithstanding the foregoing, if the conditions setforth in Sections 6.1(a) and (b) or any other condition ofClosing shall not have been fulfilled on or before the Closing Date, Sellershall have the right in its sole discretion to extend the Closing Date for aperiod of up to thirty (30) days, exercisable by sending an Extension Notice inaccordance with the provisions set forth in Section 4.2(d) above, inorder to provide additional time for the fulfillment of such conditions.

 

6.2                                 Seller’sObligations.  In addition to anyother conditions precedent in favor of Seller as may be set forth elsewhere inthis Agreement, Seller’s obligations under this Agreement are expressly subjectto the timely fulfillment by Purchaser of the conditions set forth in this Section 6.2on or before the Closing Date, or such earlier date as is set forth below.  Each condition may be waived in whole or partonly by written notice of such waiver from Seller to Purchaser.

 

### (a)                                  Purchaser’sperforming and complying in all material respects with all of the terms of thisAgreement to be performed and complied with by Purchaser prior to or at theClosing.

###  

### (b)                                 Onthe Closing Date, all of the representations and warranties of Purchaser setforth in this Agreement shall continue to be true, accurate and complete in allmaterial respects.

###  

6.3                                 Riskof Loss.  In the event that all or aportion of the Improvements are damaged or destroyed by fire or other casualtyprior to the Closing Date such that the reasonably estimated cost to repair thesame exceeds Five Million Dollars ($5,000,000) then Purchaser may, at Purchaser’ssole option, elect to either:

 

### (a)                                  terminatethis Agreement and receive back the Deposit, whereupon Seller and Purchaser shallhave no further obligations or liabilities to each other under this Agreementexcept as otherwise provided herein; or

###  

### (b)                                 closethe transaction contemplated by this Agreement.

###  

If Purchaser elects to proceed pursuant to Section 6.3(b),Purchaser shall purchase the Property in accordance with the terms hereofexcept that (y) the Purchase Price shall be reduced by the amount of anyapplicable insurance deductible with respect to any damage or destruction

 

5

----

 

of the Improvements byfire or other casualty (or such lesser amount as Purchaser and Sellerreasonably agree to be necessary to repair the damage), and (z) Seller shallassign to Purchaser at Closing all insurance proceeds payable on account ofsuch damage (less Seller’s reasonable cost to secure the same and less repaircosts incurred by Seller with respect to such damage as documented to Purchaser’sreasonable satisfaction) and deliver to Purchaser any insurance proceedspreviously paid to Seller on account of such damage and not already expendedtoward Seller’s reasonable cost of securing the same or restoration of theImprovements.  Purchaser shall be deemedto have elected to proceed under Section 6.3(b) unless, withintwenty (20) days from notice of such casualty, Purchaser provides Sellerwith written notice that Purchaser elects to terminate this Agreement pursuantto Section 6.3(a).

 

6.4                                 Condemnation.  In the event that all or a material portionof the Real Property should be condemned or becomes the subject of condemnationproceedings or a threat of condemnation proceedings prior to the Closing suchthat the reasonably estimated loss of value as a result thereof exceeds FiveMillion Dollars ($5,000,000), Purchaser may, at Purchaser’s sole option, electeither to:

 

### (a)                                  terminatethis Agreement and receive back the Deposit, whereupon Seller and Purchasershall have no further obligations or liabilities to each other under thisAgreement except as otherwise provided herein; or

###  

### (b)                                 closethe transaction contemplated by this Agreement.

###  

In all other cases, or if Purchaser elects to proceedunder Section 6.4(b), Purchaser shall purchase the Property in accordancewith the terms hereof (without reduction in the Purchase Price) and Sellershall assign to Purchaser at Closing all condemnation proceeds payable andstill outstanding as a result of such condemnation (less Seller’s reasonablecost to secure the same and less repair costs incurred by Seller with respectto such taking as documented to Purchaser’s reasonable satisfaction) anddeliver to Purchaser any condemnation proceeds previously paid to Seller onaccount of such condemnation (less Seller’s reasonable cost to secure thesame).  Purchaser shall be deemed to haveelected to proceed under Section 6.4(b) unless, withintwenty (20) days of notice from Seller of the condemnation or condemnationproceedings or threat of condemnation proceedings, Purchaser provides Sellerwith written notice that Purchaser elects to terminate this Agreement pursuantto Section 6.4(a).

 

6.5                                 Leasing &Other Activities Prior to Closing.

 

### (a)                                  Fromand after the date of this Agreement, Seller shall not enter into any lease orother occupancy agreement covering any portion of the Land or Improvements (a “Lease”)that would affect the Property after the Closing Date, without the writtenconsent of Purchaser.

###  

### (b)                                 Sellershall not, from and after the date of this Agreement, enter into any PropertyContracts or modifications, renewals or terminations of any existing PropertyContracts, in each case that would affect the Property after the Closing Date,without the written consent of Purchaser, which consent shall not beunreasonably withheld, conditioned or delayed.

 

6

----

 

### (c)                                  Atall times prior to Closing, and subject to Sections 6.5(a) and (b), Sellershall continue to: (i) maintain the Property in its current condition,reasonable wear and tear and damage from casualty excepted, (ii) conductbusiness with respect to the Property in the same manner in which said businesshas been heretofore conducted in all material respects, and (iii) insurethe Property as is set forth in **Exhibit 6.5(c)**.

###  

7.                                 Representations,Warranties and Covenants.

 

7.1                                 Seller’sRepresentations.  Except as set forthin the Reports (as defined below) or as otherwise disclosed in writing toPurchaser, Seller warrants and represents to Purchaser as follows:

 

### (a)                                  LegalExistence.  Seller is a limitedliability company duly created, validly existing and in good standing under thelaws of the State of Delaware.

###  

### (b)                                 Authority.  Seller has full right, power and authorityand is duly authorized to enter into this Agreement, to perform each of thecovenants and obligations on its part to be performed hereunder and to executeand deliver, and to perform its obligations under all documents required to beexecuted and delivered by it pursuant to this Agreement, and this Agreementconstitutes the valid and binding obligation of Seller enforceable inaccordance with its terms.

###  

### (c)                                  Consents.  No authorization, consent, or approval of anygovernmental authority (including courts) is required for the execution anddelivery by Seller of this Agreement or the performance of its obligationshereunder.

###  

### (d)                                 FIRPTA.  Seller is not a “foreign person” within themeaning of Section 1445(f)(3) of the Internal Revenue Code of1986.  Seller’s taxpayer identificationnumber is 04-3522201.

###  

### (e)                                  Bankruptcy.  Seller has not filed any petition inbankruptcy or other insolvency proceedings or proceedings for reorganization ofSeller or for the appointment of a receiver or trustee for all or anysubstantial part of Seller’s property, nor has Seller made any assignment forthe benefit of its creditors or filed a petition for an arrangement, or enteredinto an arrangement with creditors or filed a petition for an arrangement withcreditors or otherwise admitted in writing its inability to pay its debts asthey become due.

###  

### (f)                                    Litigation.  To Seller’s knowledge, there are no actions,suits or proceedings (including, but not limited to, bankruptcy) pending orthreatened against Seller or affecting Seller which, if determined adversely toSeller, would adversely affect the Property or Seller’s ability to perform itsobligations hereunder.

###  

### (g)                                 Violationsof Law.  Seller has not received anywritten notice or copy of notice from any governmental agency or othergovernment instrumentality respecting Seller’s or the Property’s violation ofany applicable governmental law, ordinance, rule or regulation orrequiring the correction of any condition with respect to

 

7

----

 

### the Property, or any partthereof, by reason of a violation of any applicable federal, state, county ormunicipal law, code, rule, or regulation, which has not been previously cured.

###  

### (h)                                 Condemnation.  Seller has not received any written notice orcopy of notice from any governmental agency or official to the effect that anycondemnation proceeding is contemplated in connection with the Property.

###  

### (i)                                     Conflicts.  Neither the execution, delivery orperformance of this Agreement nor compliance herewith (a) conflicts orwill conflict with or results or will result in a breach of or constitutes orwill constitute a default under (1) the certificate of organization orother organizational documents of Seller, (2) to Seller’s knowledge, anylaw or any order, writ, injunction or decree of any court or governmentalauthority applicable to Seller, or (3) any agreement or instrument towhich Seller is a party or by which it, or to its knowledge the Property, isbound or (b) results in the creation or imposition of any lien, charge orencumbrance upon its property pursuant to any such agreement or instrument.

###  

### (j)                                     PropertyContracts.  Purchaser acknowledges Sellerhas delivered or made available, true and complete copies of all PropertyContracts (including all amendments or supplements thereto) including thoselisted on **Exhibit 1(f)**;provided, however, that Seller shall not be deemed to be in breach of thisAgreement if Seller unintentionally failed to provide to Purchaser onlyProperty Contracts involving aggregate payments of less than $10,000 per year orwhich are terminable by the owner of the Property at no cost or expense (otherthan payment for services or materials through the date of termination) by uponnot more than thirty (30) days’ written notice. Seller has not, within the last year, received any written notice orcopy of notice of any default under any Property Contract or other suchcontract agreement that has not been cured or waived.

###  

### (k)                                  Rightsto Purchase. Seller has not granted any option agreements or rights offirst refusal with respect to the purchase of Property or any other unexpiredrights in favor of third persons to purchase or otherwise acquire the Propertyor any interest in the Property or any interest in Seller.

###  

### (l)                                     Zoning;Applicable Laws and Restrictions Governing Operation and Restrictions.  Seller has received no notice from anygovernmental entity that the Property, including its current use and operationand the parking at the Property, violates any currently applicable laws,regulations, ordinances, building codes, or rules of any applicablemunicipal, local, state, or federal jurisdiction, including, withoutlimitation, zoning ordinances, building codes, or laws governing access forhandicapped persons.  Seller has receivedno notice that the Property violates any restrictions, covenants, or similaragreements affecting the Property.

###  

### (m)                               HazardousMaterials.  Except as may be disclosedin the Reports (as defined in Section 7.5 below), Seller has not receivedany notices from any governmental authority or neighboring, upgradient ordowngradient property owners regarding any noncompliance with or violation ofany Environmental Requirements (as

 

8

----

 

### defined in Section 7.5below) applicable to the Real Property or the presence or release of HazardousMaterials (as defined in Section 7.5 below) on or from the Real Property,except as disclosed in the Reports (as defined in Section 7.5 below).  During Seller’s ownership of the Property,Seller has neither made nor been requested to make, nor to its knowledge beenrequired to make, any report or disclosure to any governmental authorityrelating to a release or threatened release of Hazardous Materials (as definedin Section 7.5 below) to or from the Property.

###  

### (n)                                 PersonalProperty.  All of the PersonalProperty listed in **Exhibit 1(c) **heretoshall be owned by the Seller on the Closing Date, free and clear of all liens,encumbrances and security interests. Except as set forth in **Exhibit 7.1(o)**hereto, none of the Personal Property required for the operation, repair ormaintenance of the Properties is leased from or owned by third-parties.

###  

### (o)                                 Brokers.  The Broker (as defined in Section 9hereof) is the only Broker with whom Seller has dealt in connection with thispurchase and sale.

###  

### (p)                                 Agreementswith Governmental Authorities. Seller has not entered into any unrecorded commitments or agreements withany governmental agencies or authorities affecting the Real Property that havenot been disclosed to Purchaser as of the date hereof.

###  

### (q)                                 Taxes;Special Assessments.  No abatementproceedings are pending with reference to any real estate taxes assessedagainst the Real Property.  There are nobetterment assessments or other special assessments presently pending or, toSeller’s knowledge,  proposed by anygovernmental authority with respect to any portion of the Property.

###  

7.2                                 Seller;Seller’s Knowledge.  Whenever arepresentation is made to “the Seller’s knowledge,” or a term of similarimport, the accuracy of such representation shall be based solely on the actualknowledge of Edward C. English and Alex Braginsky.  The representations and warranties of Sellerset forth in or made pursuant to this Agreement shall survive the Closing Datefor a period of six (6) months, and no action or proceeding thereon shallbe valid or enforceable, at law or in equity, if a legal proceeding is notcommenced within that time.  In anyevent, the total liability of Seller for any breach of a representation and/orwarranty set forth in or made pursuant to this Agreement by Seller shall not,in the aggregate, exceed Fifty Thousand Dollars ($50,000), and Seller shallhave no liability for consequential or punitive damages resulting from suchbreach.  Seller shall have no liabilityfor any breach of any representation or warranty set forth herein unless anduntil the aggregate amount of such liability exceeds Ten Thousand Dollars ($10,000).  Notwithstanding the foregoing, if, prior tothe Closing, Purchaser obtains actual knowledge that any representation orwarranty of Seller is untrue and Purchaser nonetheless proceeds with theClosing, Seller shall have no liability for any such matter regarding whichPurchaser had actual knowledge prior to Closing.

 

9

----

 

7.3                                 Purchaser’sRepresentations.  Purchaser makes thefollowing representations and warranties to Seller:

 

### (a)                                  LegalExistence and Authority.  Purchaseris a duly formed, validly existing limited liability company under the laws ofthe Commonwealth of Massachusetts, is in good standing, and is authorized toenter into this Agreement and consummate the transactions contemplated hereby;each of the individuals executing this Agreement on Purchaser’s behalf isauthorized to do so, and this Agreement constitutes the valid and legallybinding obligation of Purchaser, enforceable against Purchaser in accordancewith its terms.

###  

### (b)                                 Litigation.  There are no actions, suits or proceedings,including but not limited to bankruptcy, pending or, to the knowledge ofPurchaser, threatened, against or affecting Purchaser which, if determinedadversely to Purchaser, would adversely affect its ability to perform itsobligations hereunder.

###  

### (c)                                  Conflicts.  Neither the execution, delivery orperformance of this Agreement nor compliance herewith (a) conflicts orwill conflict with or results or will result in a breach of or constitutes orwill constitute a default under (1) the organizational documents ofPurchaser, (2) to Purchaser’s knowledge, any law or any order, writ,injunction or decree of any court or governmental authority, or (3) anyagreement or instrument to which Purchaser is a party or by which it is boundor (b) results in the creation or imposition of any lien, charge orencumbrance upon its property pursuant to any such agreement or instrument;

###  

### (d)                                 GovernmentalApprovals.  No authorization, consentor approval of any governmental authority (including courts) is required forthe execution and delivery by Purchaser of this Agreement or the performance ofits obligations hereunder.

###  

### (e)                                  TaxpayerI.D.  Purchaser’s taxpayeridentification number is 04-3549299.

###  

The representations and warranties of Purchaser as setforth in or made pursuant to this Agreement shall survive the Closing for aperiod of six (6) months, and no action or proceeding thereon shall bevalid or enforceable, at law or in equity, if a legal proceeding is notcommenced within that time.

 

7.4                                 PropertyConveyed “As Is”.  Other than asexpressly set forth in this Agreement, Seller hereby specifically disclaims anywarranty, guaranty or representation, oral or written, past, present or future,of, as to, or concerning (a) the nature and condition of the Property,including, without limitation, the water, soil and geology or any other matteraffecting the stability or integrity of the Real Property or the Improvements,and the suitability thereof and of the Property for any and all activities anduses which Purchaser may elect to conduct thereon, and the existence of anyHazardous Materials (as defined below) thereon, (b) the compliance of theProperty with any law, rule, regulation or ordinance to which the Property isor may be subject, (c) except as provided in the Deed (as defined below),the condition of title to the Property or the nature and extent of any right ofway, lease, license, reservation or contract, (d)

 

10

----

 

the profitability orlosses or expenses relating to the Property and the businesses conducted inconnection therewith, (e) the value of the Property, (f) theexistence, quality, nature or adequacy of any utility servicing the Property, (g) thephysical condition of the Property, and (h) the legal or tax consequencesof this Agreement or the transactions contemplated hereby.  Purchaser acknowledges that except asexpressly set forth in Section 7.1, Seller has not made an independentinvestigation or verification of the accuracy or completeness of any documents,studies, surveys, information or materials which were prepared by parties otherthan Seller and which will be provided, or made available, to Purchaserincluding, without limitation, the Inspection Records, or the methods employedby the preparers of such items. Purchaser acknowledges that, as of the date hereof, it has had a fulland complete opportunity to conduct such investigations, examinations,inspections and analysis of the Property as Purchaser, in its sole and absolutediscretion, may determine.  Purchaserexpressly acknowledges that, in consideration of the agreements of Sellerherein, and other than as expressly set forth in this Agreement, Seller makesno representations or warranties, express or implied, or arising by operationof law, including, but not limited to, any warranty of condition, habitability,merchantability, suitability or fitness for a particular purpose orotherwise.  Except for Seller’srepresentations set forth in Sections 7.1 and 9, Purchaser is purchasing theProperty solely in reliance on Purchaser’s own investigations and those ofPurchaser’s agents, and Purchaser is not relying on any statements,information, and/or other material provided by Seller or Seller’s agents.

 

7.5                                 CertainReports.  Seller has provided or willprovide to Purchaser promptly upon execution of this Agreement true andcomplete copies of certain reports that are in Seller’s possession relating tothe physical and environmental condition of the Property, which reports arelisted on **Exhibit 7.5** hereto (collectively,the “Reports”).  For purposes ofthis Agreement, the term “Hazardous Materials” shall mean any substancewhich is or contains:  (i) any “hazardoussubstance” as now or hereafter defined in Section 101(14) of theComprehensive Environmental Response, Compensation, and Liability Act of 1980,as amended (42 U.S.C. Section 9601 et seq.) or any regulationspromulgated under CERCLA; (ii) any “hazardous waste” as now or hereafterdefined in the Recourse Conservation and Recovery Act (42 U.S.C. Section 6901et seq.) or regulations promulgated under RCRA; (iii) any substanceregulated by the Toxic Substances Control Act (15 U.S.C. Section 2601et. seq.); (iv) gasoline, diesel fuel or other petroleum hydrocarbons;(v) asbestos and asbestos containing materials, in any form, whetherfriable or nonfriable; (vi) polychlorinated biphenyls; (vii) radongas; and (viii) any additional substances or materials which are now orhereafter classified or considered to be hazardous or toxic under “EnvironmentalRequirements” (as hereinafter defined) or the common law, or any otherapplicable law related to the Property. Hazardous Materials shall include, without limitation, any substance,the presence of which on the Real Property: (a) requires reporting,investigation or remediation under Environmental Requirements; (b) causesor threatens to cause a nuisance on the Real Property or adjacent property orposes or threatens to pose a hazard to health or safety of persons on the RealProperty or adjacent property; or (c) which, if emanated or migrated fromthe Real Property, could constitute a trespass. For purposes of this Agreement, the term “Environmental Requirements”shall mean all laws, ordinances, statutes, codes, rules, regulations,agreements, judgments, orders and decrees now or hereafter enacted,promulgated, or amended, of the United States, the states, the counties, thecities or any other political subdivisions in which the Real Property islocated and any other political subdivision, agency or instrumentalityexercising jurisdiction over the owner

 

11

----

 

of the Real Property, theReal Property or the use of the Real Property relating to pollution, theprotection or regulation of human health, natural resources or the environment,or the emission, discharge, release or threatened release of pollutants,contaminants, chemicals or industrial, toxic or hazardous substances or wasteor Hazardous Materials into the environment (including, without limitation,ambient air, surface water, ground water or land or soil).

 

8.                                 Closing.

 

8.1                                 ClosingDate.  Subject to Seller’s right toextend the Closing Date as provided in this Agreement, the closing hereundershall take place at the office of Seller’s counsel, Goodwin Procter LLP, Exchange Place, Boston,Massachusetts at 10:00 a.m., or through customary closing arrangementsreasonably acceptable to Seller and Purchaser (the “Closing”), in eithercase on October 18, 2005 (as the same may be extended in accordance withthis Agreement, the “Closing Date”).

 

8.2                                 Seller’sDeliveries.  At or prior to theClosing, Seller shall deliver or cause to be delivered, at Seller’s soleexpense pursuant to customary closing escrow arrangements reasonably satisfactoryto Seller and Purchaser, each of the following items:

 

### (a)                                  Aquitclaim deed (the “Deed”) duly executed and acknowledged by Seller,substantially in the form attached hereto as **Exhibit 8.2(a)**,subject only to the Permitted Exceptions and the matters referred to in Section 1(a) andtogether with the benefit of the matters referred to in Section 1(a).  The acceptance of the Deed by Purchaser orits nominee, as the case may be, shall be deemed to be a full performance anddischarge of every agreement and obligation herein contained or expressed,except such as are, by the terms hereof, to be performed after delivery of theDeed.

###  

### (b)                                 Aduly executed and acknowledged original bill of sale and general assignmentsubstantially in the form attached hereto as **Exhibit 8.2(b).**

###  

### (c)                                  Allkeys to all locks on the Property.

###  

### (d)                                 Anon-foreign person affidavit in customary form sworn to by Seller as requiredby Section 1445 of the Internal Revenue Code.

###  

### (e)                                  Acertificate in the form attached hereto as **Exhibit 8.2(e) **statingthat all representations and warranties made by Seller in this Agreement remaintrue, complete and correct in all material respects as of the Closing Date,except as otherwise provided in such certificate.

###  

### (f)                                    Suchevidence, certificates or documents as may be reasonably required by the TitleCompany relating to:  (i) mechanics’or suppliers’ liens; (ii) parties in possession; or (iii) the statusand capacity of Seller and the authority of the person or persons who areexecuting the various documents on behalf of Seller in connection with the saleof the Property, and in any event, copies of Seller’s legal existencecertificate from the State of Delaware and appropriate votes and authorizationsto enter into and close the transaction contemplated herein.

 

12

----

 

### (g)                                 AllProperty Contracts and all other documents in the possession of Seller or itsproperty manager relating to the operation of the Property including allpermits, licenses, approvals, plans, specifications, surveys, guaranties andwarranties**.**

###  

### (h)                                 Aduly executed original counterpart of a closing statement in accordanceherewith.

###  

### (i)                                     Aduly executed Lease (the “Praecis Lease”) between Purchaser, asLandlord, and PRAECIS PHARMACEUTICALS INCORPORATED (“Praecis”), asTenant, substantially in the form attached hereto as **Exhibit 8.2(i)**.

###  

### (j)                                     Allbooks and records relating to the Property and its operation and management,including, but not limited to, all financial records, reports and statements inSeller’s possession or control.

###  

### (k)                                  Suchother documents as may be reasonably necessary or appropriate to effect theconsummation of the transaction which is the subject of this Agreement or whichare otherwise required or contemplated by this Agreement.

###  

8.3                                 Purchaser’sDeliveries.  At or prior to theClosing, Purchaser shall deliver the following items pursuant to customaryclosing escrow arrangements reasonably satisfactory to Seller and Purchaser:

 

### (a)                                  Bywire transfer of immediately available federal funds, the Purchase Price, lessthe amount of the Deposit and as adjusted for the prorations provided for inthis Agreement.

###  

### (b)                                 Dulyexecuted and acknowledged original counterparts of Seller’s deliveries 8.2 (b) and(i).

###  

### (c)                                  Suchevidence or documents as may reasonably be required by the Title Companyevidencing the status and capacity of Purchaser and the authority of the personor persons who are executing the various documents on behalf of Purchaser inconnection with the purchase of the Property, and in any event, copies ofSeller’s legal existence certificate from the State of Delaware and appropriatevotes and authorizations to enter into and close the transaction contemplatedherein.

###  

### (d)                                 Acertificate in the form attached hereto as **Exhibit 8.3(d) **statingthat all representations and warranties made by Purchaser in this Agreementremain true, correct and complete in all material respect as of the ClosingDate, except as otherwise provided in such certificate.

###  

### (e)                                  Suchother documents as may be reasonably necessary or appropriate to effect theconsummation of the transaction which is the subject of this Agreement or whichare otherwise required or contemplated by this Agreement.

 

13

----

 

8.4                                 Costsand Prorations.

 

### (a)                                  ClosingCosts.  Purchaser and Seller shalleach pay their own legal fees related to the negotiation and preparation ofthis Agreement and all documents required to settle the transactioncontemplated hereby.  Purchaser shall pay(i) all costs associated with its due diligence, including the cost ofappraisals, architectural, engineering, credit and environmental reports, (ii) allsurvey costs, (iii) all recording fees (other than to discharge SellerEncumbrances), and (iv) all title insurance premiums and title examinationcosts.  Seller shall pay (i) alltransfer taxes, deed stamps or similar amounts and (ii) all recording feesassociated with the discharge of Seller Encumbrances.  Purchaser and Seller shall each pay fiftypercent (50%) of any escrow charges of the Escrow Agent related to the Depositand the Closing.  All other customarypurchase and sale closing costs shall be paid by Seller or Purchaser inaccordance with the custom in the jurisdiction where the Property is located.

###  

### (b)                                 Prorations.  The following shall be prorated betweenSeller and Purchaser as of the Closing Date:

###  

#### (i)                                     allreal estate taxes and general or special assessments on the Real Property basedon the most recently ascertainable taxes. Seller shall be responsible for all such taxes that are allocable to anyperiod prior to the Closing Date and Purchaser shall be responsible for allsuch taxes allocable to any period from and after the Closing Date.  If any taxes or assessments relating to theperiod prior to the Closing are paid in installments, then Seller shall pay onor before the Closing Date any remaining installments with respect to suchtaxes or assessments.  If, at the time ofClosing, the tax rate has not yet been fixed, the taxes shall be prorated basedupon the tax rate established for the previous tax year applied to the latestassessed value; provided, however, that Seller and Purchaser agree that to theextent the actual taxes for the current year differ from the amount soapportioned at Closing, the parties hereto will make all necessary adjustmentsby appropriate payments between themselves following the Closing.

####  

#### (ii)                                  tothe extent Property Contracts are not terminated pursuant to Section 5.3,Seller shall be credited for prepaid sums under such Property Contracts andPurchaser shall be credited for any amounts due or accrued thereunder as ofClosing; and

####  

#### (iii)                               tothe extent that utility meters are not read and final bills rendered as of theday immediately preceding the Closing Date as set forth below, water, sewer,electricity and other public utility charges with respect to the Property shallbe prorated effective as of the day immediately preceding the Closing Dateutilizing an estimate of such charges reasonably approved by both Purchaser andSeller based on prior utility bills.

####  

Seller shall request and use reasonable efforts toobtain a final reading of all water, sewer, electricity, gas and other publicutility meters as of the day immediately preceding the Closing Date and shallpromptly pay any bills rendered pursuant to such meter readings.

 

14

----

 

All prorations and closing payments shall be made onthe basis of a closing statement reasonably approved by Purchaser andSeller.  Except as otherwise stated, inthe event any of the prorations or apportionments made under this Section 8.4shall prove to be incorrect for any reason, then any party shall be entitled toa prompt adjustment to correct the same. Any item which cannot be finally prorated because of the unavailabilityof information shall be tentatively prorated on the basis of the best data thenavailable and re-prorated when the information is available.  The provisions of this Section 8.4 shallsurvive the Closing for a period of twelve (12) months.  Purchaser and Seller acknowledge that, exceptas otherwise expressly provided herein, the purpose and intent of theprovisions set forth in this Section 8.4 and elsewhere in this Agreementas to prorations and apportionments is that Seller shall bear all expenses ofthe ownership and operation of the Property and shall receive all incometherefrom accruing through midnight at the end of the day preceding the Closingand Purchaser shall bear all such expenses and receive all income accruing thereafter.  Any revenues and/or expenses affecting theProperty that are not otherwise specifically addressed in Section 8.4(a) shallbe apportioned consistently with the foregoing provisions.

 

8.5                                 Possession.  Possession of the Property (including thePersonal Property in its current condition, reasonable wear and tear and damageby casualty excepted) shall be delivered to Purchaser by Seller at the Closing,subject only to the rights of Praecis under the Praecis Lease, rights arisingunder any Property Contracts not terminated by Seller pursuant to Section 5.3,and rights arising under any of the Permitted Exceptions.

 

9.                                 PraecisLease.  Inconsideration of Buyer purchasing the Property, Praecis, as the sole member ofSeller, agrees that it shall lease approximately 65,464 rentable square feet ofspace in the south wing of the Building on the terms as set forth in thePraecis Lease attached hereto as Exhibit 8.2(i).

 

10.                           RealEstate Commissions.  If and when, butonly if and when, the Closing is completed and the Purchase Price is paid infull, Seller shall be obligated to pay a real estate commission and/orbrokerage fee to Richards Barry Joyce and Partners LLC (“Broker”)pursuant to a separate agreement between Seller and Broker.  Such commissions shall be paid in full atClosing.  Purchaser shall have noobligation whatsoever to make any payment to Broker in connection with thepurchase and sale of the Property. Seller and Purchaser represent and warrant to each other that no otherbrokerage fee or real estate commission is or shall be due or owing to anyparty other than Broker in connection with this transaction based on any actionor contact by such party, and Seller and Purchaser hereby indemnify and holdthe other harmless from any and all loss, liability, claim, cause of action,damage, cost or other expense of any nature whatsoever, including, withoutlimitation, reasonable attorneys’ fees and expenses resulting from a breach ofsuch representation and warranty.  Theprovisions of this Section 9 shall survive the Closing or earliertermination of this Agreement.

 

11.                           Terminationand Default.

 

11.1                           Terminationby Purchaser.  If this Agreement isterminated by Purchaser pursuant to its rights to terminate as providedelsewhere in this Agreement, the Deposit shall promptly be returned to thePurchaser by the Escrow Agent and the parties hereto shall have no furtherobligations hereunder, except as otherwise stated herein.

 

15

----

 

11.2                           Purchaser’sDefault.  Subject to Section 5.2,if Purchaser defaults in its obligation to purchase the Property subject to andin accordance with the terms of this Agreement, the Deposit shall, subject tothe procedures set forth in Section 12 of this Agreement, promptly be paidto Seller by the Escrow Agent as liquidated damages for Purchaser’s default andas Seller’s sole and exclusive remedy at law, in equity or otherwise for suchdefault (it being agreed by Seller and Purchaser that it is now, and at thetime of such default will be, difficult or impracticable to ascertain Seller’sactual damages and that such liquidated amount represents reasonablecompensation to Seller).

 

11.3                           Seller’sDefault.  In the event of Seller’sdefault hereunder, Purchaser may, as its sole and exclusive remedy at law or inequity, either (i) terminate this Agreement by giving written notice toSeller, in which case the Deposit shall, subject to the procedures set forth inSection 12 of this Agreement, promptly be returned to Purchaser by theEscrow Agent, or (ii) Purchaser may institute and prosecute an action tocompel specific performance hereunder by Seller. Pursuant to this Section 10.3, Seller’s default explicitly shallnot mean Seller’s failure to comply with any deliveries or conditions toclosing where such deliveries or conditions require performance by thirdparties and Seller has made commercially reasonable efforts to obtain suchdeliveries or fulfill such conditions.

 

12.                           Miscellaneous.

 

12.1                           EntireAgreement.  This Agreementconstitutes the entire agreement between the parties hereto with respect to thetransactions contemplated herein, and it supersedes all prior discussions,understandings or agreements between the parties.  All Exhibits and Schedules attached heretoare a part of this Agreement and are incorporated herein by reference.

 

12.2                           BindingOn Successors and Assigns.  Subjectto Section 11.3, this Agreement shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns.

 

12.3                           Assignmentby Purchaser.  Upon notice to Sellerat least three (3) Business Days prior to the Closing Date, Purchaser mayassign its rights under this Agreement without Seller’s consent to anyAffiliate of Purchaser, but such Affiliate shall make no further assignment ofthis Agreement without Seller’s prior written consent, and Affiliate shallexpressly assume all obligations of Seller under this Agreement.  Purchaser shall provide a copy of theinstrument effecting such assignment to Seller. Notwithstanding any such assignment of this Agreement by Purchaser,Purchaser shall remain jointly and severally liable under the terms of thisAgreement.  As used herein, Affiliatemeans any entity controlled by, controlling, or under common control withPurchaser, and the various uses of the word “control” mean the ability todirect the decisions or actions of the entity in question.

 

12.4                           Waiver.  The excuse or waiver of the performance by aparty of any obligation of the other party under this Agreement shall only beeffective if evidenced by a written statement signed by the party so excusingor waiving.  No delay in exercising anyright or remedy shall constitute a waiver thereof, and no waiver by Seller orPurchaser of the breach of any covenant of this Agreement shall be construed asa waiver of any preceding or succeeding breach of the same or any othercovenant or condition of this Agreement.

 

16

----

 

12.5                           GoverningLaw; Consent to Jurisdiction.  ThisAgreement shall be governed by and construed under the internal laws of theCommonwealth of Massachusetts, without regard to the principles of conflicts oflaw.  Seller, Purchaser and theirrespective assignees hereby consent to the jurisdiction of any federal or statecourt located in the Commonwealth of Massachusetts.

 

12.6                           Counterparts.  This Agreement may be executed in any numberof counterparts and it shall be sufficient that the signature of each partyappear on one or more such counterparts. All counterparts shall collectively constitute a single agreement.

 

12.7                           Notices.  All communications hereunder shall be inwriting, personally delivered or mailed by first-class registered or certifiedmail, return receipt requested, postage prepaid or delivered by Federal Expressor another nationally recognized overnight commercial courier against receipt,or sent by facsimile providing that a confirming copy is simultaneously sent byFederal Express or other nationally recognized overnight commercial courier:

 

#### (i)                                     ifto Seller at:

####  

830Winter Street

Waltham,MA

Attention:Edward C. English

Facsimile:(781) 890-7469

 

with acopy to:

 

MichaelJ. Litchman, Esq.

GoodwinProcter LLP

ExchangePlace

Boston,MA 02109-2881

Facsimile:(617) 523-1231

 

#### (ii)                                  ifto Purchaser at:

####  

IntercontinentalReal Estate Investment Fund III, LLC

1270Soldiers Field Road

Boston,MA  02135

Attention:Greg Shay

Facsimileno. (617) 254-1751

 

with acopy to:

 

Bradley &Associates

1270Soldiers Field Road

Boston,MA  02135

Facsimileno. (617) 782-9442

 

Such notice shall be deemed given on the date ofreceipt by the addressee or the date receipt would have been effectuated ifdelivery were not refused.  Each partymay designate a new

 

17

----

 

address by written notice to the other in accordancewith this Section 11.7.  The****inability****to****deliver****a****notice****because****of****a****changed****address****of****which****proper****notice****was****not****given****shall****be****deemed****a****refusal****of****such****notice.

 

12.8                           Attorneys’Fees.  In the event of a judicial oradministrative proceeding or action by one party against the other party withrespect to the interpretation or enforcement of this Agreement, the prevailingparty shall be entitled to recover reasonable costs and expenses including,without limitation, reasonable attorneys’ fees and expenses, whether at theinvestigative, pretrial, trial or appellate level.  The prevailing party shall be determined bythe court based upon an assessment of which party’s major arguments or positionprevailed.

 

12.9                           IRSReal Estate Sales Reporting. Purchaser, Seller and Escrow Agent hereby agree and acknowledge thatEscrow Agent shall act as “the person responsible for closing” the transactionwhich is the subject of this Agreement pursuant to Internal Revenue Code Section 6045(e) andshall prepare and file all informational returns, including without limitation,IRS Form 1099-S, and shall otherwise comply with the provisions ofInternal Revenue Code Section 6045(e). Purchaser and Seller shall reasonably cooperate in connection with suchfilings.

 

12.10                     TimePeriods.  In the event the time forperformance of any obligation hereunder expires on a day that is not a BusinessDay, the time for performance shall be extended to the next Business Day.

 

12.11                     Modificationof Agreement.  No modification ofthis Agreement shall be deemed effective unless in writing and signed by theparty to be charged.  Without limitingthe foregoing, the written consent of the Escrow Agent shall not be necessaryto change any provision of this Agreement that does not affect theresponsibilities of Escrow Agent.

 

12.12                     FurtherInstruments.  Each party, promptlyupon the request of the other, shall execute and have acknowledged anddelivered to the other or to Escrow Agent, as may be appropriate, any and allfurther instruments reasonably requested or appropriate to evidence or giveeffect to the provisions of this Agreement and which are consistent with theprovisions of this Agreement.

 

12.13                     DescriptiveHeadings.  The descriptive headingsof the paragraphs of this Agreement are inserted for convenience only and shallnot control or affect the meaning or construction of any provisions of thisAgreement.

 

12.14                     Time ofthe Essence.  Time is of the essencewith respect to each of the material provisions of this Agreement.

 

12.15                     BusinessDay.  As used herein, the term “BusinessDay” means any day other than Saturday, Sunday and any day which is a legalholiday in The Commonwealth of Massachusetts.

 

12.16                     Constructionof Agreement.  This Agreement shallnot be construed more strictly against one party than against the other merelyby virtue of the fact that it may have been

 

18

----

 

prepared primarily bycounsel for one of the parties, it being recognized that both Purchaser and Sellerhave contributed substantially and materially to the preparation of thisAgreement.

 

12.17                     Executionby Officer of Seller.  This Agreementis executed on behalf of Seller by an officer of the managing member of Seller,acting in his/her capacity as such officer, and not individually.  Purchaser and each person dealing withSeller, or claiming any rights or interests herein or hereunder, agrees to looksolely to the assets of Seller for satisfaction of any obligations of Seller,and they further agree that no investor, partner, owner, advisor, manager,employee, officer, director or agent of Seller shall have any personalliability hereunder or otherwise.

 

12.18                     Executionby Officer of Purchaser.  ThisAgreement is executed on behalf of Purchaser by an officer of Purchaser, actingin his/her capacity as an officer of the Purchaser and not individually.  Seller and each person dealing withPurchaser, or claiming any rights or interests herein or hereunder, agrees to looksolely to the assets of Purchaser for satisfaction of any obligations ofPurchaser, and they further agree that no stockholder, advisor, manager,employee, officer, director or agent of Purchaser shall have any personalliability hereunder or otherwise.

 

12.19                     JURY TRIALWAIVER.  THE PARTIES HERETO HEREBYWAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER INCONTRACT OR TORT) BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER INRESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

 

12.20                     Survival.  Any obligations of Seller or Purchaserhereunder, including, without limitation, contractual indemnities, which arenot liquidated on the Closing Date or which by their terms may arise after theClosing Date, shall survive the Closing subject, however, to any limitations onsurvival expressly set forth in this Agreement.

 

12.21                     SubmissionNot an Offer or Option.  Thesubmission of this Agreement or a summary of some or all of its provisions forexamination or negotiation by Purchaser or Seller does not constitute an offerby Seller or Purchaser to enter into an agreement to sell or purchase theProperty, and neither party shall be bound to the other with respect to anysuch purchase and sale until a definitive agreement satisfactory to Purchaserand Seller in their sole discretion is executed and delivered by both Sellerand Purchaser.

 

13.                           GeneralEscrow Provisions.  The obligationsand rights of the Escrow Agent under this Agreement shall be subject to thefollowing terms and conditions:

 

### (a)                                  Theduties and obligations of Escrow Agent shall be determined solely by theexpress provisions of this Agreement and no implied duties or obligations shallbe implied against Escrow Agent. Further, Escrow Agent shall be under no obligation to refer to any otherdocument between or among Purchaser and Seller referred to in or related tothis Agreement, unless Escrow Agent is provided with a copy of such documentand consents thereto in writing.

 

19

----

 

### (b)                                 EscrowAgent shall not be liable to anyone by reason of any error of judgment, or forany act done or step taken or omitted by Escrow Agent in good faith, or for anymistake of fact or law, or for anything which Escrow Agent may do or refrainfrom doing in connection herewith, unless caused by or arising out of EscrowAgent’s actual and intentional misconduct or gross negligence.

###  

### (c)                                  EscrowAgent shall be entitled to rely, and shall be protected in acting in reliance,upon any writing furnished to Escrow Agent by either Purchaser or Seller andshall be entitled to treat as genuine, and as the document it purports to be,any letter, paper or other document furnished to Escrow Agent.  Escrow Agent may rely on any affidavit ofeither Purchaser or Seller or any other person as to the existence of any factsstated therein to be known by the affiant.

###  

### (d)                                 IfSeller shall become entitled to retain or receive the Deposit or other amountpaid under this Agreement, Escrow Agent shall pay the same to Seller togetherwith all interest earned thereon and if Purchaser shall become entitled to areturn of the Deposit or other amount paid under this Agreement, Escrow Agentshall pay the same to Purchaser together with all interest earned thereon;provided, however, that no disbursement pursuant to this subsection shallbe made by Escrow Agent until the third (3rd) Business Day following thereceipt or deemed receipt of notice by Seller and Purchaser from Escrow Agentof its intention to so disburse, and disbursement made by Escrow Agent afterthe passage of such three (3) Business Day period shall relieve EscrowAgent from all liability in connection with such disbursement unless suchdisbursement is proscribed by order of a court of competent jurisdiction orobjected to in writing by Seller or Purchaser. If such disbursement is objected to in writing by Seller or Purchaserwithin such three (3) Business Day period, then Escrow Agent shall notmake such disbursement until unanimously instructed in writing by Purchaser andSeller, or is directed to make such disbursement by a court of competentjurisdiction.  Notwithstanding anythingto the contrary set forth above, no such notice by Escrow Agent shall be givenand no notice of objection may or shall be given by Seller in the eventPurchaser terminates this Agreement as set forth in Section 5.2, and insuch event Escrow Agent shall promptly pay the Deposit together with allinterest thereon to Purchaser.

###  

### (e)                                  Inthe event of any disagreement between Purchaser and Seller resulting in adverseclaims and demands being made in connection with or against the funds held inescrow, Escrow Agent shall refuse to comply with the claims or demands ofeither party until such disagreement is finally resolved (i) by a court ofcompetent jurisdiction (in proceedings which Escrow Agent or any other partymay initiate, it being understood and agreed by Purchaser and Seller thatEscrow Agent has authority (but not the obligation) to initiate suchproceedings), or (ii) by an arbitrator in the event that Purchaser andSeller mutually and jointly determine to submit the dispute to arbitrationpursuant to the rules of the American Arbitration Association, and in sodoing Escrow Agent shall not be or become liable to a party, or (iii) bywritten settlement between Purchaser and Seller.

 

20

----

 

### (f)                                    Purchaserand Seller each agree to jointly and severally indemnify and hold harmlessEscrow Agent against any and all losses, liabilities, costs (including legalfees) and other expenses in any way incurred by Escrow Agent (except to theextent the Escrow Agent willfully disregards any provision of this Agreement towhich it is bound) in connection with or as a result of any disagreementbetween Purchaser and Seller under this Agreement or otherwise incurred byEscrow Agent in any way on account of its role as Escrow Agent, except thatneither Purchaser nor Seller shall have any obligation to pay Escrow Agent anyfee for escrow services hereunder.

###  

### (g)                                 EscrowAgent in its sole discretion shall have the right to resign as Escrow Agentunder this Agreement, provided that it shall provide both Purchaser and Sellerwith at least thirty (30) days written notice of such resignation pursuant tothe notice provisions of Section 11.7 of this Agreement.  Upon any such resignation, Escrow Agent shalltransfer the Deposit and any interest earned thereon to a successor EscrowAgent jointly approved by Purchaser and Seller, whereupon the original EscrowAgent shall have no further obligation or liability whatsoever as Escrow Agentunder this Agreement.

###  

### (h)                                 Theparties hereby acknowledge and agree that Federal Deposit Insurance for theDeposit, if any, is limited to a cumulative maximum amount of $100,000 for eachindividual depositor for all of the depositor’s accounts at the same or relatedinstitution.  The parties further herebyacknowledge and agree that certain banking instruments such as, but not limitedto, repurchase agreements and letters of credit, are not covered at all byFederal Deposit Insurance.  The partiesacknowledge and agree that Escrow Agent shall have no obligation or liabilitywith respect to insuring the Deposit or with respect to the solvency of thedepository institution, or otherwise with respect to the appropriateness of thedepository institution for purposes of the Deposit.  Further, the parties understand that EscrowAgent assumes no responsibility for, nor will the parties hold the same liablefor, any loss occurring which arises from the fact that (x) the amount of theaccount or accounts contemplated hereby may cause the aggregate amount of anyindividual depositor’s account or accounts to exceed $100,000, (y) that thisexcess amount is not insured by the Federal Deposit Insurance Corporation, or (z)that Federal Deposit Insurance is not available on certain types of bankinstruments.

###  

### (i)                                     EscrowAgent may pay the Deposit into a court of competent jurisdiction uponcommencement by the Escrow Agent of an interpleader action in such court.  The reasonable out-of-pocket costs andattorneys’ fees of the Escrow Agent for such interpleader action shall be paidby the losing party in such interpleader action.

###  

### (j)                                     Therights and immunities of Escrow Agent hereunder shall apply equally to itspartners, of counsel, associates, employees, affiliates and agents.

###  

### (k)                                  Allof Escrow Agent’s obligations under this Agreement shall automaticallyterminate upon disbursing the Deposit as set forth above.

###  

[Remainder of page intentionallyblank]

 

21

----

 

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as an instrument under seal and as of the date first writtenabove.

 
|   | SELLER:                                                 |
|--------|---------------------------------------------------------|
|   |                                                    |
|   | 830 WINTER STREET LLC                                   |
|   |                                                    |
|   | By:                                                     | PRAECIS PHARMACEUTICALS |
|   |                                                    | INCORPORATED, its sole member |
|   |                                                    |
|   |                                                    |
|   | By:                                                     | /s/ Edward C. English |
|   |                                                    | Name:  Edward  C. English |
|   |                                                    | Title:  Vice  President and Chief  Financial Officer |
|   |                                                    |
|   |                                                    |
|   | PURCHASER**:**                                          |
|   |                                                    |
|   | INTERCONTINENTAL REAL  ESTATE  INVESTMENT FUND III, LLC |
|   |                                                    |
|   |                                                    |
|   | By:  Intercontinental  Real Estate Corporation     |
|   |                                                    |
|   | By:                                                     | /s/ Peter Palandjian |
|   |                                                    | Name:  Peter  Palandjian |
|   |                                                    | Title:  President &  Treasurer |
|        |                                                         |  |  |

 

22

----

 

**RECEIPTBY THE ESCROW AGENT**

** **

This Agreement, fully executed by both Seller andPurchaser, has been received by the Escrow Agent this 12th day of October, 2005and by its execution hereof, Escrow Agent hereby covenants and agrees to bebound by the terms of this Agreement that are applicable to the Escrow Agent inits role as escrow agent pursuant to Sections 3, 10, 11.11 and 12 of thisAgreement.

 
|   | ESCROW AGENT                            |
|--------|-----------------------------------------|
|   |                                    |
|   | FIRST AMERICAN TITLE INSURANCE  COMPANY |
|   |                                    |
|   |                                    |
|   | By:                                     | /s/ John F. Shea |
|   |                                    | Name:  John F.  Shea |
|   |                                    | Title:    Underwriter |

 

23

----

 

Exhibits

 
| Exhibit 1(a)   | - | Description of  Land                              |
|---------------------|---|---------------------------------------------------|
| Exhibit 1(c)   | - | Schedule of  Tangible Personal Property      |
| Exhibit 1(f)   | - | Schedule of  Property Contracts              |
| Exhibit 4.1    | - | Title Commitment                                  |
| Exhibit 5.1    | - | Property  Information                             |
| Exhibit 6.5(c) | - | Insurance                                         |
| Exhibit 7.1(o) | - | Leased Personal  Property                         |
| Exhibit 7.5    | - | Schedule of  Reports                         |
| Exhibit 8.2(a) | - | Form of  Deed                                |
| Exhibit 8.2(b) | - | Form of  Bill of Sale and General Assignment |
| Exhibit 8.2(e) | - | Updated Seller  Representation Certificate        |
| Exhibit 8.2(i) | - | Form of  Praecis Lease                       |
| Exhibit 8.3(d) | - | Updated Purchaser  Representation Certificate     |

 

24

----