September 30 2006 Form 10-Q Exhibit 10.1





                                            Exhibit 10.1





 

 

 

PURCHASE AND SALE CONTRACT



 

between



TECHNOLOGY SQUARE FINANCE, LLC



as SELLER



and 



ARE-MA REGION NO. 31, LLC



as BUYER



 

 

as of July 3, 2006



 

 



















TABLE OF CONTENTS


	
Article 1.
	
Description of Property

	
Article 2.
	
Construction and Development

	
Article 3.
	
Sale Subject to Leases

	
Article 4.
	
Purchase Price and Payment:

	
Article 5.
	
Form of Conveyance:

	
Article 6.
	
Closing

	
Article 7.
	
Due Diligence:

	
Article 8.
	
Conditions to Closing:

	
Article 9.
	
Default:

	
Article 10.
	
Certain Property Matters:

	
Article 11.
	
Damage or Destruction: Condemnation:

	
Article 12.
	
Representations and Warranties:

	
Article 13.
	
Survival of Representations and Warranties

	
Article 14.
	
Maintenance; New Leases:

	
Article 15.
	
Apportionment of Taxes and Other Charges:

	
Article 16.
	
Broker:

	
Article 17.
	
Recording

	
Article 18.
	
Notices

	
Article 19.
	
Closing Costs

	
Article 20.
	
Duties and Responsibilities of Escrow Agent

	
Article 21.
	
Disclosure

	
Article 22.
	
Confidentiality

	
Article 23.
	
Miscellaneous




















Exhibits


Exhibit A       List of Defined Terms

                   Exhibit B       Description of Real Property

                   Exhibit C       Form of Lease Assignment

                   Exhibit D       Space Leases and Security Deposits

                   Exhibit E       Form of Bill of Sale

                   Exhibit F       Form of Assignment and Assumption Agreement re: Space Leases

                   Exhibit G       Form of FIRPTA Affidavit

                   Exhibit H       Operating Contracts

                   Exhibit I       Section 6045 Designation

                   Exhibit J-1     Form of Estoppel Certificate from Space Tenants

                   Exhibit J-2     Form of Seller Estoppel Certificate from Space Tenants

                   Exhibit J-3     Form of Estoppel Certificate from Master Lessor

                   Exhibit K       List of Environmental Reports

                   Exhibit L       Seller's Title Insurance Policy

                   Exhibit M       Violations of Law

                   Exhibit N       Form of Assignment and Assumption of Contracts

                   Exhibit O-1     Form of Tenant Notification

                   Exhibit O-2     Form of Vendor Notification

                   Exhibit P       Form of Development Agreement

                   Exhibit Q       Schedule of Plans

                   Exhibit R       Schedule of Development Contracts

                   Exhibit S       Prospective Tenants

                   Exhibit T       Rent Roll (including outstanding brokerage commissions and tenant improvement allowances)



















PURCHASE AND SALE CONTRACT

THIS PURCHASE AND SALE CONTRACT (the "Contract") is made as of the 3rd day of July, 2006 ("Execution
Date"), by and between TECHNOLOGY SQUARE FINANCE, LLC, a Massachusetts limited liability company with an address c/o
Massachusetts Institute of Technology, 238 Main Street, Suite 200, Cambridge, MA 02142, Facsimile No. (617) 258-6675, Attention:
John McQuaid ("Seller"), and ARE REGION NO. 31, LLC, a Delaware limited liability corporation, with an address of 385 E.
Colorado Boulevard, Suite 299, Pasadena, CA 911901, Attention: General Counsel, Facsimile No. (626) 578-0770 ("Buyer").


RECITALS

WITNESSETH THAT, Seller holds the entire tenant's right, title and interest (the "Interest") under that certain Ground
Lease Agreement (the "Ground Lease") dated as of March 15, 2004 with respect to the Improvements and the Appurtenances
(each as defined in the Master Lease) (collectively, the "Premises").  The parties intend that, on or before the Closing under
this Agreement, the Ground Lease Agreement will be amended by an Amended and Restated Ground Lease Agreement to be mutually
agreed upon the parties and approved by the Lender, as hereinafter set forth ("Amended Ground Lease").  The land on which
the Improvements are located (the "Real Property") is more particularly described in Exhibit B attached hereto and
incorporated herein.

WITNESSETH FURTHER THAT, Seller desires to sell and Buyer desires to purchase the Interest on the terms and subject to the
conditions set forth herein.

WITNESSETH FURTHER THAT, for the consideration hereinafter named, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged hereby, the parties do hereby agree as follows:





Article 1.   Description of Property

  Seller agrees to sell and Buyer agrees to buy upon the terms and conditions hereinafter set
forth: (i) the Interest, (ii) all items of personal property owned by Seller and located on the Premises or used in connection with the
ownership or operation of the Premises, including, without implied limitation, all furniture, fixtures, equipment, machines, apparatus,
appliances, supplies and personal property of (the "Personal Property"), and (iii) any intangible and other property now or
hereafter owned by Seller and used in the ownership or operation of the Premises including, without limitation, all plans and
specifications, surveys, catalogs, booklets, manuals, files, logs, records, correspondence, tenant lists, tenant prospect lists and other
mailing lists, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items, and all title
inspections, reports and studies, market studies and similar inspections with respect to the sale, management, leasing, promotion,
ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guaranties, warranties,
contracts, utility contracts or other rights relating to the ownership, use or operation of the Premises (excluding attorney and accountant
work product) and trademarks and tradenames (collectively, the "Intangibles").  All items referred to in clauses (i), (ii) and (iii)
are herein sometimes collectively referred to as the "Property".


Article 2.   Construction and Development


2.1    Development Contracts Building 200, Building 300 and Building 500.


  The Property is presently improved with seven office/research and development buildings now known
as 100, 200, 300, 400, 500, 600 and 700 Technology Square respectively and a parking garage.  Seller has the benefit of a building
permit and special permit from the Zoning Board of Appeal of the City of Cambridge (collectively, the "B200 Permit") which
authorizes the Building 200 Work (as defined in the Development Agreement, as hereinafter defined) and has begun the process of
obtaining the necessary development permits and approvals for the Building 500 Work (as defined in the Development Agreement)
(collectively, the "B500 Permit") and the Building 700 Work (as defined in the Development Agreement) (collectively, the
"B700 Permit" and together with the B200 Permit and the B500 Permit, the "Permit") (the Building 200 Work, the
Building 500 Work and the Building 700 Work are hereinafter collectively referred to as the "New Improvements").  In
furtherance of the New Improvements, Seller has (i) caused plans and specifications relating to the Building 200 Work to be prepared
by Arrowstreet, Inc. (the "Architect"), a schedule of which along with a schedule of superseding modifications and clarifications
are attached hereto as Exhibit Q (the "Plans"), (ii) has begun the process of compiling design and architectural plans
for the performance of the Building 500 Work and the Building 700 Work, (iii) entered into certain contracts for architectural,
engineering, construction and related services, a schedule of which is attached hereto as Exhibit R, and intends to enter into,
prior to the expiration of the Due Diligence Period, the remaining contracts to perform such services (collectively the "Development
Contracts") and (iii) commenced construction of the New Improvements.  The sale of the Property will occur with work in process.
Buyer shall receive the benefit of the Permits in effect as of the Closing Date and the work performed to the Closing Date.  Seller shall
cause the completion of all of the work described in the Plans (the "Work"), as the same may be amended, in accordance with
and subject to the provisions of a development agreement in the form attached hereto as Exhibit P and made a part hereof
(the "Development Agreement"), and Seller shall bear the risk of, and shall be obligated to pay, all costs of completion of the
Work, as well as damages for late delivery, all as set forth in the Development Agreement.  In the event of any direct conflict between
the terms of this Contract and the Development Agreement, after Closing the Development Agreement shall govern.


2.2    Progress of Work.

  During the Due Diligence Period (described in Section 7.3), Seller shall make available to Buyer all of
Seller's books and records relating to the New Improvements, including without limitation all Development Contracts, Plans, Permits,
invoices, bills, contract addenda, field changes, change orders, work orders and the like.  Buyer shall be entitled to review such
information, interview parties to the Development Contracts or public officials (provided that interviews and conversations with any such
parties to the Development Contracts or public officials shall be only when accompanied by a representative of Seller) and attend job
meetings in order for Buyer to satisfy itself with respect to the development, the costs incurred and the costs remaining to complete the
Work.  During the Due Diligence Period, Seller shall promptly notify Buyer of any bulletins, clarifications, requests for information,
addenda, field changes, change orders or modifications to the Development Contracts or the Plans.  After the expiration of the Due
Diligence Period, Seller's ability to effect any of the foregoing shall be governed by the provisions of the Development Agreement, as if
the Closing had occurred.  Within five (5) business days after execution of this Contract, Buyer shall designate its authorized
representative to review any such items submitted to Buyer.  To the extent approval is required of Buyer, such representative's written
approval thereof shall be binding upon Buyer.  Other than for extenuating circumstances, Buyer's designee shall be at the Property only
during normal and customary construction/development operating hours and shall attend any job meetings only during such hours.



2.3    Contractor Estoppels. 


Seller shall deliver to Buyer no later than two (2) business days prior to the expiration of the Due
Diligence Period: (x) letters from the Architect and the Contractor (the "Development Contract Estoppel Letters") in form
reasonably satisfactory to Buyer confirming (i) the identity of the contracts (including all modifications and addenda); (ii) that to said
party's knowledge, Seller is not in default thereunder; (iii) amounts paid and the date through which payment has been made; (iv)
consenting to the assignment of such party's Development Contract to Buyer, the assumption thereof by Buyer and releasing Seller
from any further obligations thereunder; and, with respect to the Architect, a consent for Buyer to use the Plans, or (y) in lieu of the
Development Contract Estoppel Letter required from either the Architect or the Contractor, Seller may be deliver an estoppel certificate
from Seller ("Seller Development Contractor Estoppel Letter"), in form reasonably acceptable to Buyer, addressing the matters
which would have been addressed in the applicable Development Contract Estoppel Letter (Buyer hereby acknowledging and agreeing
that Seller's liability under all Seller's Development Contractor Estoppel Letters shall be subject to the limitations on Seller's liability set
forth in Article 13).   





Article 3.   Sale Subject to Leases:

Subject to the provisions of Article 5 hereof, the Property will be conveyed subject to, and with the
benefit of, Seller's right, title and interest under those certain leases together with any amendments, renewals, modifications, and
extensions thereto and any guaranties, security deposits, and to any letters of credit or other forms of security related thereto described
in Exhibit C attached hereto and incorporated herein by reference, or as hereafter entered into by Seller pursuant to the
provisions of Article 14 hereof (hereinafter called the "Space Leases"). 


Article 4.   Purchase Price and
Payment:


4.1   Purchase Price.  The total purchase price (the "Purchase
Price") for the Property is Six Hundred Million and 00/100 Dollars ($600,000,000.00), which shall include assumption of the
amounts due from and after the Closing Date under the Note (hereinafter defined), with the balance payable at the Closing, as
hereinafter defined, in lawful currency of the United States of America in immediately available Boston Clearing House funds by
certified check, or by wire transfer of immediately available federal funds to an account designated by Seller not less than one (1)
business day prior to the Closing.  


4.2    Deposit.  As security for Buyer's performance hereunder, the Buyer
shall provide a deposit of Ten Million and 00/100 Dollars ($10,000,000.00), of which Five Million and 00/100 Dollars ($5,000,000.00)
("First Installment") shall be deposited by Buyer with Chicago Title Insurance Company ("Escrow Agent") on or before the date
three (3) business days after the Execution Date, and, if Buyer elects to proceed, Five Million and 00/100 Dollars ($5,000,000.00) shall
be deposited with Escrow Agent on the first business day after the expiration of the Due Diligence Period defined in Section 7.3.  If
Buyer fails timely to pay the First Installment, then this Agreement shall be void and without further force or effect.  The amount
deposited with Escrow Agent, together with all interest earned thereon, is hereinafter referred to as the "Deposit."  The Deposit
shall be deposited by Escrow Agent in a federally insured interest-bearing, money market account and disbursed according to the terms
of this Contract.  At the Closing, the Deposit shall be paid to Seller and applied in reduction of the Purchase Price payable at the
Closing.





Article 5.   Form of Conveyance:


5.1   The Interest.

  The Interest shall be conveyed by an Assignment and Assumption of Lease (the "Lease
Assignment") in substantially the form attached hereto as Exhibit C.  The Lease Assignment shall be in proper form for
recording and shall be duly executed, acknowledged and delivered by Seller and Buyer at the Closing.


5.2    Personal Property

The Personal Property and Intangibles shall be conveyed free by one or more bills of sale
(collectively, the "Bill of Sale") in substantially the form attached hereto as Exhibit E to be delivered by Seller to
Buyer at Closing.

5.3    Buyer Entity Formation:  The parties intend to enter into a limited liability agreement ("LLC
Agreement") for the purpose of forming the entity ("Buyer Entity") to which title to the Property will be transferred at the
Closing.  The parties intend to negotiate the terms of the LLC Agreement prior to the expiration of the Due Diligence Period.  Title to the
Property shall be transferred directly from Seller to the Buyer Entity at the time of Closing.




Article 6.   Closing



6.1    Closing Date.  Unless extended pursuant to the terms of this Contract, the closing of the
transactions contemplated hereunder (the "Closing") shall take place at 10:00 a.m. on July 26, 2006 (such date, as the same
may be extended pursuant to the terms of this Contract, the "Closing Date"), at the offices of Goulston & Storrs, P.C.,
400 Atlantic Avenue, Boston, Massachusetts.  

6.2    Seller Deliveries.  At the Closing (except as noted below), Seller shall deliver the following
documents, in the form attached hereto, and, if not attached, reasonably satisfactory in form and substance to Buyer and Buyer's
counsel, properly executed and acknowledged as required:



	The LLC Agreement; 


	The Lease Assignment;


	The Bill of Sale;


	An original assignment and assumption of Space Leases in the form attached hereto as
Exhibit F and otherwise in proper form for recording (collectively, the "Space Leases Assignment");


	Originals (or true and complete copies, if originals are not in Seller's possession or control) of the Master
Lease and all Space Leases and copies of all records and correspondence relating thereto;


	An original assignment and assumption in the form attached hereto as Exhibit N relating to those
Operating Contracts (as hereinafter defined), if any, which Buyer elects to assume in accordance with 12.1(c) hereof (the "Contract
Assignment") and originals (or true and complete copies, if originals are not in Seller's possession or control) of those Operating
Contracts so assigned;


	Originals or copies in Seller's possession or control of the Plans and all unexpired warranties, guaranties
and operating manuals, if any, with respect to the Property, including without limitation, any from any contractors, subcontractors,
suppliers or materialmen in connection with any construction, repair or alteration of the Improvements, systems or any tenant
improvements;


	Originals or copies of all land use, environmental, traffic and building permits, certificates of occupancy,
licenses, variances and the like relating to the Property in Seller's possession or control, including without limitation the
Permits;


	A certification of non-foreign status in the form attached hereto as

Exhibit G;


	Evidence reasonably satisfactory to Buyer and to Buyer's title insurance company (the "Title
Company") that all necessary approvals and/or consents by Seller and any constituent person of Seller otherwise required under
Seller's organizational documents, have been delivered and such other evidence reasonably satisfactory to Buyer and the Title
Company of Seller's authority and the authority of the signatory on behalf of Seller to convey the Property pursuant to this
Contract;


	Evidence of notice of termination of all Operating Contracts not being assumed by Buyer in accordance
with Section 12.1(c) hereof;


	Affidavits reasonably sufficient for the Title Company to delete any exceptions for parties in possession
(other than tenants under the Space Leases, as tenants only) and mechanics' or materialmen's liens from the leasehold title insurance
policy (the "Title Insurance");


	A certificate restating as of the Closing Date all of Seller's representations and warranties contained herein
or to the extent that such representations and warranties are no longer true and correct, a certificate setting forth all exclusions and
exceptions to such representations and warranties then known to Seller (subject to the provisions of Section 8.1(a) and Section 9.1
below);


	An original of a closing statement setting forth the Purchase Price and the closing adjustments and
prorations (the "Closing Statement") in form reasonably satisfactory to Buyer and Seller;


	Original tenant notification letters (notifying tenants of the transfer of the Property to Buyer) for each tenant
under a Space Lease or other occupant of any portion of the Property, and original notification letters to all parties to operating and
other contracts assigned to Buyer, in substantially the form attached hereto as Exhibits O-1 and O-2,
respectively;


	A Designation of Person Responsible for Tax Reporting under Internal Revenue Code Section 6045 in the
form of Exhibit I annexed hereto;


	Evidence of payment to the Broker (hereinafter defined);


	Keys to all locks at the Premises in Seller's possession or control; 


	Original Estoppel Certificates ("Tenant Estoppels") from tenants representing at least eighty
percent (80%) of the rental income derived from the Premises, which tenants must include Novartis, the Massachusetts Institute of
Technology, Forrester Research, and Dyax   ("Estoppel Threshold"), together with a Seller's Estoppel Certificate(s)
("Seller Estoppel Certificates") in the form attached hereto as Exhibit J-2 for any leases of any portion of the Property
for which Seller does not obtain a Tenant Estoppel Certificate (Buyer hereby acknowledging and agreeing that Seller's liability under all
Seller's Estoppel Certificates shall be subject to the limitations on Seller's liability set forth in Article 13).  The Tenant Estoppels shall be
substantially in the form attached as Exhibit J-1 hereto.  Buyer agrees not to unreasonably object to any changes made by any
tenant to the form attached hereto provided such changes do not represent the lesser of (x) a five percent annual impact on the total
rent payable by such tenant (including escalations) in reasonably determined potential loss or cost, or (y) a $30,000 annual impact on
the total rent payable by such tenant (including escalations) in reasonably determined potential loss or cost.  Buyer agrees to accept
Tenant Estoppels which are qualified by matters disclosed in Article 9 hereof or any exhibits to this Contract but no estoppels shall be
accepted which are at variance with any representations contained herein or which shall indicate any breach on the part of Seller or any
tenant provided, however, that in the event that Buyer has knowledge of any such variance or breach prior to the expiration of the Due
Diligence Period (as Buyer's knowledge is defined in Article 13 below) and elects to proceed, Buyer hereby agrees to accept estoppels
reflecting such variances or breaches.  The Tenant Estoppels and any Seller Estoppel Certificates (if applicable) shall be delivered by
Seller to Buyer at least seven (7) business days prior to expiration of the Closing; 


	An original of the Development Agreement;


	A Estoppel Certificate and Release from the Master Lessor substantially in the form attached as Exhibit
J-3 hereto; 


	An Estoppel Certificate from the Steam Company (hereinafter defined) in form and substance reasonably
satisfactory to Buyer;


	A 6(d) certificate in form and substance reasonably acceptable to Buyer and the Title Company; 


	Cash security deposits and original letters of credit together with documentation necessary to assign to
Buyer the beneficiary's interest under letters of credit delivered pursuant to the Space Leases; 


	Consent from the Lender (hereinafter defined) to the transactions contemplated hereby and any and all
Lender Documents, as defined in Section 7.6; and


	The Development Contract Estoppel Letters, as defined in Section 2.3, or, as applicable, Seller
Development Contractor Estoppel Letters in lieu thereof.  

6.3    Buyer Deliveries.  At the Closing, Buyer shall deliver, or cause to be delivered, the following
payment and documents, reasonably satisfactory in form and substance to Seller and Seller's counsel properly executed and
acknowledged as required:




	The Purchase Price adjusted in accordance with the terms hereof;


	The LLC Agreement;


	An original of the Lease Assignment and the Space Leases Assignment;


	An original of the Contract Assignment;


	A Designation of Personal Responsible for Tax Reporting under Internal Revenue Code Section 6045 in
the form of Exhibit I hereto;


	An original of the Closing Statement;


	A certificate restating as of the Closing Date all of Buyer's representations and warranties contained herein
or to the extent that such representations and warranties are no longer true and correct, a certificate setting forth all exclusions and
exceptions to such representations and warranties then known to Buyer (subject to the provisions of Section 8.2(a) and Section 9.2
below);.


	An original of the Development Agreement; 


	Any and all Lender Documents required pursuant to Section 7.6; and


	Evidence reasonably satisfactory to Seller that all necessary approvals an/or consents by Buyer and any
constituent person of Buyer otherwise required under Buyer's organizational documents have been delivered and such other evidence
reasonably satisfactory to Seller of Buyer's authority and the authority of the signatory on behalf of Buyer.


The Closing shall not be deemed to be completed until all documents and payments as aforesaid have been properly delivered
(and recorded where appropriate) to the satisfaction of all parties; provided, however, that upon acceptance and recording of the Lease
Assignment, Seller shall be deemed to have satisfied all of its obligations hereunder, except such obligations as by the terms hereof, or
by the terms of an agreement executed by Buyer and Seller at the Closing, are to be performed by Seller after the Closing Date or
which by the terms hereof are expressly stated to survive Closing.




Article 7.   Due
Diligence:


7.1    Due Diligence Items.  Seller acknowledges the Buyer intends to conduct an investigation of the
Property.  In order to facilitate Buyer's investigations, Seller has previously delivered to Buyer the Master Lease and Seller shall provide
to Buyer, within three (3) business days from the date hereof or, as soon thereafter as is reasonably practicable, access to copies of the
following (collectively, the "Due Diligence Items"):





	The Space Leases;


	Income, expense and other operating statements for the Property for the period of Seller's
ownership;


	To the extent in Seller's possession or control, all unexpired warranties with respect to the Premises and
final as-built plans and specifications for the Premises;


	To the extent in Seller's possession or control, owner's title insurance policies and any underlying title
exception documents;


	To the extent in Seller's possession or control, all licenses and permits of a
material nature required for the use and operation of the Property (the "Licenses and Permits"), including occupancy
permits/certificates;


	All surveys of the Premises or any part thereof in Seller's possession or control;


	A copy of any and all final traffic studies and final reports relating to toxic and/or hazardous materials or
substances including without limitation asbestos, asbestos containing materials, lead paint, radon gas, petroleum products, urea-
formaldehyde and other similar or dissimilar chemical or materials relating to the Premises and prepared by or on behalf of Seller or its
affiliates, within Seller's possession;


	Copies of all invoices to tenants for operating expenses, taxes, insurance and other "pass-throughs" for the
period of Seller's ownership of the Property;


	Copies of bills for all real estate taxes and assessments of the Property for the period of Seller's ownership
of the Property; 


	Copies of the Plans and the Development Agreements; and


	Copies of the Master Deed, Declaration of Trust and Bylaws of the Technology Square Condominium
Trust, as amended.

7.2    Examinations and Inspections.  




	Commencing on the date hereof, subject to the terms of this Contract, Buyer
shall have the right, in addition to the rights set forth in Article 2, to perform and conduct such examinations and investigations of the
Property as Buyer may desire including, without limitation, to confirm the information contained in the Due Diligence Items, which
investigations may include, without limitation, examination of all structural and mechanical aspects thereof, review of documentation,
income and expenses, all Space Leases and tenant files, records of repairs and capital improvements (excluding any materials of a
proprietary nature, such as internal valuation analysis, projections, software and other materials constituting the work product of Seller
or its agents), examination of the title to the Property, conducting tests to determine the presence or absence of
hazardous waste, asbestos, lead paint, radon and other similar materials and substances, including a Phase I environmental site
assessment of the Property, reviewing a current as-built survey thereof, determining the compliance of the Property with all applicable
laws, rules, codes and regulations and, subject to Seller's right to be present thereat, conducting interviews with tenants and parties to
the Development Contracts.  In connection with such examination, Seller shall make available (at reasonable times and places) for
Buyer's review Seller's books and final records in Seller's possession relating to the Property.  Notwithstanding anything herein to the
contrary, nothing herein shall authorize Buyer, nor shall Buyer be permitted, to (i) conduct, any subsurface or groundwater
environmental testing, invasive or destructive testing, or other environmental samplings on or relating to the Property, including, without
limitation, any building material sampling, without Seller's prior written consent, which consent may be withheld or denied for any or no
reason; and (ii) meet with or talk to tenants, parties to the Development Contracts or public officials unless accompanied by
representatives of Seller.  


	During the Due Diligence Period (as defined below), Seller shall, upon
reasonable notice and at reasonable times, make the Property available to Buyer and its agents, consultants and engineers for such
inspections and tests as Buyer deems appropriate, including for Buyer's engineering inspection(s), environmental compliance
inspections, site evaluations, and such other inspections, investigations and tests as Buyer deems appropriate, but excluding any
invasive or destructive tests, Phase II hazardous materials inspections and other environmental samplings, at Buyer's sole cost and
expense.  Seller shall have the right to have a representative present during all or any of Buyer's inspections and tests.  Buyer hereby
agrees to indemnify and hold Seller harmless from and against any and all loss, cost or damage to the Property (but not any loss or
diminution in value arising from any condition discovered by Buyer) arising out of damage to persons or property resulting from actions
taken by Buyer or its agents, engineers or consultants.  Buyer shall provide to Seller prior to its entry on the Property certificates of
liability insurance insuring Buyer and Seller in an amount not less than Five Million Dollars ($5,000,000.00) and covering any person or
entity acting on Buyer's behalf.  Buyer shall promptly repair all damage to the Property arising from any such inspections or tests and
shall restore the Property to the same condition existing immediately prior to such inspections and tests.  In the event that Buyer
determines that it is required by applicable law to notify a federal, state or local governmental agency or any other party with respect to
the conditions at the Property as a result of any of Buyer's Property due diligence, Buyer shall immediately notify Seller and Seller shall
make such disclosure as Seller determines appropriate.  If Seller determines not to notify such public agency or other party after such
notice and Buyer feels that it is still required by law to make such disclosure and so notifies Seller, Seller will hire an independent
consultant reasonably approved by Buyer to make the determination for Buyer and Seller of whether such public disclosure is required
and such determination will be binding upon both Buyer and Seller. Except as specifically provided for in this paragraph,  Buyer agrees
to keep confidential and not to disclose the results of any of its due diligence investigations or the contents of any reports in connection
therewith.  In performing any such inspections or tests, Buyer shall not unreasonably interfere with the activities on the Property of any
tenant under the Space Leases.  The indemnification, repair and restoration obligations of Buyer under this 7.2(b) shall survive the
termination of this Contract.

7.3    Due Diligence Period.  The "Due Diligence Period" shall
mean the period commencing on the date hereof and ending on at 5:00 p.m. on July 11, 2006 (the "Due Diligence Expiration
Date"); provided, however, if the Due Diligence Expiration Date shall fall on Saturday, Sunday or a holiday, the Due Diligence
Expiration Date shall automatically be extended to the next business day.  Notwithstanding anything to the contrary contained in this
Contract, Seller acknowledges that the Buyer shall have the right in its sole and absolute discretion, either based upon its disapproval
of any of the information it receives, for any other reason whatsoever or for no reason, to terminate this Contract by written notice
delivered to Seller on or before the Due Diligence Expiration Date.  In the event Buyer notifies Seller prior to the expiration of the Due
Diligence Period that it elects to terminate this Contract, this Contract shall Ipso Facto be deemed to have been
terminated, in which event the entire Deposit shall be returned to Buyer forthwith and all obligations (other than the obligations of Buyer
under Section 7.2(b), Section 7.7, Article 16, and Article 21) of the parties hereto shall cease and this Contract shall be terminated and
the parties shall be without further recourse or remedy hereunder.  Failure to provide such notice to the Seller within the time specified
above shall be deemed an election by Buyer to waive its right to terminate the Contract pursuant to this Section 7.3 and Buyer shall
tender the additional Five Million and 00/100 Dollar ($5,000,000.00) deposit on or before the first business day after the Due Diligence
Expiration Date.


7.4    Title and Survey.  Buyer shall obtain at its own cost and expense on or before the expiration of the
Due Diligence Period (the "Title Notice Date") a leasehold title insurance commitment (or specimen policy) for the Premises
prepared by a title agent acceptable to Buyer and issued by the Title Company (the "Title Commitment"), containing such
endorsements, affirmative coverages and reinsurance agreements as Buyer shall require, and specifying the Title Company's
requirements relating to the issuance of such title policy (the "Title Requirements").  Seller has delivered to Buyer a current
ALTA Survey of the Premises (the "Survey") certified to Seller, Buyer and the Title Company, prepared at Seller's expense.
Subject to the following paragraph, on or before the Title Notice Date, Buyer shall give Seller notice ("Buyer's Title Notice") of
Buyer's disapproval of any of the title exceptions contained in the Title Commitment (or of any matter disclosed on the Survey) and
specifying those Title Requirements, if any, contained in the Title Commitment which are to be performed by or on behalf of Seller.



7.5    Response to Title Objections.  Seller, by written notice to Buyer
("Seller's Title Notice") given within five (5) business days of receipt of Buyer's Title Notice, shall notify Buyer of the Title
Requirements and other title objections which Seller agrees to use its reasonable efforts to cure or satisfy (which efforts shall not
require Seller to incur costs in excess of $100,000.00 provided, however, that Seller shall be required to cure or satisfy any voluntary
monetary liens other than the Loan Documents without regard to such $100,000.00 limitation).  In addition, Seller shall be required to
cure or satisfy (i) any involuntary monetary liens to the extent that the same can be cured or otherwise satisfied by the payment by
Seller of amount of up to $7,500,000.00; and (ii) any mechanics liens without regard to the amount of the same.  If Seller does not
agree to cure or satisfy all such matters identified in Buyer's Title Notice, Buyer may terminate this Contract by written notice to Seller
given within two (2) business days of receipt of Seller's Title Notice or otherwise be deemed to have waived any matter Seller has not
agreed to use its reasonable efforts to cure or satisfy.  If Seller does not respond to Buyer's Title Notice as provided above, Seller shall
be deemed not to have agreed to satisfy or cure the matters set forth therein.  Buyer shall be deemed to have accepted all matters
which affect the Premises as of the date that Buyer gives Seller's Title Notice to Seller, and each such matter shall be deemed a
"Permitted Title Exception".  

In the event this Contract is terminated under this 7.5, all obligations, liabilities and rights of the parties under this Contract shall
terminate (other than the obligations of Buyer under Section 7.2(b), Section7.7, Article 16, and Article 21, which shall remain in effect),
and the Deposit shall be returned to Buyer.  If Seller has elected to cure any matter or to satisfy any Title Requirement, such matter
shall be cured or satisfied by Seller prior to the Closing Date, and Buyer shall be given a reasonable opportunity to verify that such
matter has been cured or satisfied to Buyer's reasonable satisfaction.  Notwithstanding the foregoing, Seller shall cause to be released
any mortgages or other voluntary monetary encumbrances which Seller has caused to be recorded against the Property except for the
Mortgage (Seller hereby acknowledging that Buyer shall have no obligation give Seller written notice of the existence of any mortgage
or voluntary encumbrance as a condition to Seller's obligation to obtain the release of the same).  


7.6    Loan Assumption.  Buyer hereby acknowledges and agrees that, as of the Closing Date, Seller
shall assign to Buyer, and Buyer shall assume, all of Seller's rights and obligations under and to the following documents: (1) that
certain Leasehold Mortgage, Security Agreement and Fixture Filing by Seller to Connecticut General Life Insurance Company and ING
USA Annuity and Life Insurance Company (collectively, "Lender") dated March 26, 2004 and recorded with the Middlesex
South Registry of Deeds in Book 42362, Page 134 and filed with the Middlesex South Registry District of the Land Court as Document
No. 1315538 (the "Mortgage"), (2) that certain Promissory Note dated March 26, 2004 in the original principal amount of
$45,000,000.00 naming Connecticut General Life Insurance Company as Payee, (3) that certain Promissory Note dated March 26,
2004 in the original principal amount of $180,000,000.00 naming ING USA Annuity and Life Insurance Company as Payee, (4)  that
certain Assignment of Leases and Rents dated March 26, 2004 by Seller in favor of Lender, (5) that certain Non-Recourse Exceptions
Guaranty dated March 26, 2004 by Seller for the benefit of Lender, (6) that certain Environmental Indemnification Agreement dated
March 26, 2004 by Seller for the benefit of Lender, (7) that certain Novartis Lease Termination, Ground Rent and Letter of Credit
Escrow and Security Agreement dated March 26, 2004 by and among Seller,  Lender and GMAC Commercial Mortgage Corporation,
(8) that certain Real Estate Tax Escrow and Security Agreement dated March 26, 2004 by and among Seller,  Lender and GMAC
Commercial Mortgage Corporation, and (9) all other Loan Documents (as such term is defined in the Mortgage) (all of the foregoing are
herein referred to as the "Loan Documents").  It shall be a condition to the obligations of both parties hereunder, that Lender
has approved the transaction contemplated hereby, including, without limitation, the Amended Ground Lease (subject to Section 7.6.1
hereof), and that the consent forms and other documents which are required by the Lender to effectuate the assignment and
assumption of the loan evidenced by the foregoing Loan Documents (collectively "Lender Documents") have been approved
by both parties.  The parties shall, during the Due Diligence Period, negotiate with the Lender to obtain such approval and to reach
mutual agreement on the form of Lender Documents.   If the parties are unable, on or before the expiration of the Due Diligence Period,
to reach agreement with the Lender as to the terms of such approval and the form of the Lender Documents, and if Buyer does not
exercise its right to terminate this Agreement during the Due Diligence Period pursuant to Section 7.3, then the parties shall continue to
negotiate with the Lender as to the terms of the approval and the form of the Lender Documents, and (a) it shall be a condition to the
obligations of Seller that the Lender Documents are in acceptable to Seller in its reasonable discretion (provided that Seller shall not be
obligated to bear any costs in addition to the costs to be borne by Seller under the terms of this Agreement), and (b) it shall be a
condition to the obligations of Buyer that the Lender Documents are in form  acceptable to Buyer in its sole and absolute
discretion.


7.6.1    Amended Ground Lease.  Notwithstanding the foregoing, if Lender does not approve the
Amended Ground Lease solely based upon the treatment of the 275 Reserved Parking Spaces contemplated to be addressed in the
Amended Ground Lease, such disapproval shall not be considered to be a condition to the obligations of either party under this
Agreement.  In such event, assuming that the Lender approves the Amended Ground Lease mutually agreed to by the parties hereto
and Landlord under the Ground Lease ("Ground Lessor") in all other respects, then the Amended Ground Lease shall be
executed on or before Closing, and the parties hereto and the Ground Lessor shall execute a side letter agreement ("Parking Side
Letter") at Closing whereby they agree that they will further amend the Ground Lease to implement such treatment of the 275
Reserved Parking Spaces upon the earlier of: (x) the date that the Lender approves such treatment, and (y) the date that the Mortgage
is discharged.




7.7    As-Is. Buyer has entered into this
Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal
condition of the Property  and except for the representations and warranties expressly made by Seller herein, Buyer acknowledges and
agrees that Buyer is acquiring the Property strictly on an "AS IS", WHERE IS" and "WITH ALL DEFECTS" basis and without
representation or warranty, express, implied, statutory or otherwise, of any kind, including, without limitation, representation or warranty
as to title, condition (structural, mechanical or otherwise), construction, development, income, compliance with law, habitability,
tenancies, merchantability or fitness for any purpose, zoning, tax consequences, latent or patent physical or environmental conditions,
health or safety matters, utilities, operating history or projections, valuation, projections, the applicability of any laws, rules or regulations
or compliance therewith, all of which are hereby disclaimed and which Buyer hereby waives and Buyer fully assumes the risk that
adverse latent or patent physical, structural, environmental, economic or legal conditions may not have been revealed by Buyer's
investigations.  Buyer acknowledges that all materials furnished by Seller to Buyer are informational only without warranty or
representation as to their truth or accuracy, and that Buyer is relying on its own due diligence, Buyer's familiarity with the Property,
Buyer's due diligence relating the Property and Buyer's experience and knowledge as to the market in which the Property is situated
and as to investment in and operation of real estate in the nature of the Property and commercial real estate in general.   Buyer hereby
releases and forever discharges Seller, and its partners, beneficial owners, officers, directors, employees and agents from any and all
claims, acts, debts, demands, actions, causes of action, suits, sums of money, guaranties, bonds, covenants, contracts, accounts,
agreements, promises, representations, restitutions, omissions, variances, damages, obligations, costs, response actions, fees
(including, without limitation, attorneys, consultants and experts fees) and liabilities of every name and nature whatsoever, both at law
and in equity (collectively, "Claims"), which Buyer and its successors and assigns may now or hereafter have against Seller or
its partners, members, beneficial owners, officers, directors, employees or agents, arising in connection with any and all liabilities or
obligations relating to environmental matters, (including, without limitation, all liabilities and obligations relating to Hazardous Materials
located at, on, in or under the Property or migrating to or from the Property), regardless of whether such Hazardous Materials are
located on, under or in the Property prior to, or after the Closing.  In addition, Buyer and its successors and assigns covenant and agree
and hereby release, defend, indemnify and hold harmless Seller or its partners, members, beneficial owners, officers, directors,
employees and agents from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of
whatever kind or nature, known or unknown, existing and future, contingent or otherwise, including any action or proceeding, brought or
threatened, or ordered by governmental authorities, relating to any Hazardous Materials which may be placed, located or released on
the Property after the Closing by someone other than Seller or any affiliate of Seller.  For the purposes hereof, the following terms shall
have the meanings set forth below:





	the term "Environmental Laws" means all federal, state, or local laws, rules or regulations
(whether now existing or hereafter enacted or promulgated) and any judicial or administrative interpretation thereof, including any
judicial or administrative orders or judgments, relating to the protection of human health, safety and/or the environment;


	the term "Hazardous Materials" includes any substance, chemical, compound, product, solid, gas,
liquid, waste, byproduct, pollutant, contaminant or material which is hazardous, toxic, ignitable, corrosive, carcinogenic or otherwise
dangerous to human, plant or animal life or the environment or which are defined, determined or identified as such in any
Environmental Laws or which are regulated or subject to clean-up authority under any Environmental Laws, including, but not limited to
materials defined as (A) "hazardous waste" under the Federal Resource Conservation and Recovery Act (B) "hazardous substances"
under the Federal Comprehensive Environmental Response, Compensation and Liability Act, (C) "pollutants" under the Federal Clean
Water Act; (D) "toxic substances" under the Toxic Substances Control Act; and (E) "oil or hazardous materials" under state law,
including, without limitation, M.G.L. ch. 21E and the Massachusetts Contingency Plan (310 C.M.R.  40.0000).



The provisions of this Section 7.7 shall survive Closing.

In the event that Buyer elects to terminate this Contract as provided in this Article 7, or if this Contract
otherwise terminates as provided for hereunder for reasons other than a default by Seller then, if requested in writing to do so by Seller,
Buyer shall promptly deliver to Seller all written reports, surveys, title commitments or other materials prepared by third parties for Buyer
relating to the Property ("Buyer Prepared Materials") and in connection therewith, if requested in writing by Seller, Buyer shall
assign, without representation or recourse, all of Buyer's right, title and interest to such reports, surveys, commitments and materials;
provided however, that: (i) any analysis prepared by Buyer which Buyer deems is proprietary and which Buyer identifies to Seller in
writing as proprietary, shall be kept confidential by Seller, (ii) Buyer shall have no obligation to complete any such Buyer Prepared
Materials, (iii) Buyer shall have no obligation to obtain reliance agreements for the benefit of Seller with respect to any Buyer Prepared
Materials, and (iv) Seller shall have no claim against Buyer based upon reliance by Seller upon any Buyer Prepared Materials.  Buyer
hereby agrees that all materials delivered to it by or on behalf of Seller shall be held in the strictest confidence and subject to the
provisions of Article 21. 





Article 8.   Conditions to Closing:  


8.1    Conditions to Buyer's Obligations. Without limiting any other conditions to Buyer's obligations to close
set forth in this Contract, the obligations of Buyer under this Contract are subject to the satisfaction at the time of Closing of each of the
following conditions (any of which may be waived in whole or in part by Buyer at or prior to Closing):




	All of the representations by Seller set forth in this Contract or any Exhibit attached hereto shall be true and
correct in all material respects;    


	Seller shall have performed, observed, and complied in all material respects with all covenants and
agreements required by this Contract to be performed by Seller at or prior to Closing; 


	Lender and Seller have executed the Lender Documents (subject, to Section 7.6.1);


	The parties have, on or before the expiration of the Due Diligence Period, approved any Development
Contracts which were not executed as of the Execution Date of this Agreement as well as any exhibits and other items which are
required to be inserted into the Development Agreement in order to complete the Development Agreement;


	The parties have, on or before the expiration of the Due Diligence Period, agreed upon the form of the LLC
Agreement;


	Seller shall have delivered to Buyer Tenant Estoppels from the required tenants in satisfaction of the
Estoppel Threshold, together with Seller Estoppel Certificates for any remaining leases for which Seller has not delivered a Tenant
Estoppel, which Tenant Estoppel Certificates and Seller Estoppel Certificates shall conform with the requirements of Section 6.2(s)
above and otherwise shall be acceptable to Buyer in its sole and absolute discretion;


	Seller shall have complied with the provisions of Section 14.1 hereof; and 


	Buyer shall have received the approval of this transaction by the Board of Directors of Alexandria Real
Estate Equities, Inc. ("ARE Board Approval"), which condition shall be satisfied prior to expiration of the Due Diligence
Period.

If any condition set forth herein is not fully satisfied on or before the Closing Date, Seller may elect to attempt to satisfy or cure any
such condition by written notice given to Buyer (i) at least two (2) business days prior to the Closing Date in the event that Seller has
knowledge of Seller's failure to satisfy such condition at least two (2) business days prior to the Closing Date; or (ii)  at such time that
Seller has knowledge of Seller's failure to satisfy such condition if Seller does not have knowledge of the same at least two (2) business
days prior to the Closing Date, and if Seller so elects, Seller shall have a period not exceeding thirty (30) days after the Closing Date to
satisfy such condition, and the Closing Date shall be extended accordingly.  In the event of a failure of any of the foregoing conditions
following any applicable cure period as aforesaid, Buyer shall have the right to terminate this Agreement upon written notice to Seller.  If
the conditions which are not satisfied are those set forth in Section 8.1 (a), 8.1(b), 8.1(f) [only if such condition could have been satisfied
by Seller's delivery of a Seller Estoppel Certificate in accordance with the requirements of Section 6.2(s)], or Section 8.1(g), such failure
shall be considered to be based upon the default of Seller hereunder, and the provisions of Section 9.1 shall apply.  If the conditions
which are not satisfied are any of the remaining conditions set forth above, the Deposit shall be returned to Buyer and thereupon this
Agreement shall be terminated and neither party shall have recourse hereunder (other than the obligations of Buyer under Section
7.2(b), Section7.7, Article 16, and Article 21, which shall remain in effect).


8.2    Conditions to Seller's Obligations.   Without limiting any other conditions to Seller's obligations to
close set forth in this Contract, the obligations of Seller under this Contract are subject to the satisfaction at the time of Closing of each
of the following conditions (any of which may be waived in whole or in part by Seller at or prior to Closing):




	All of the representations by Buyer set forth in this Contract or any Exhibit attached hereto shall be true and
correct in all material respects;     


	Buyer shall have performed, observed, and complied in all material respects with all covenants and
agreements required by this Contract to be performed by Buyer at or prior to Closing; 


	Lender and Buyer have executed the Lender Documents (subject, to Section 7.6.1);


	The parties have, on or before the expiration of the Due Diligence Period, approved any Development
Contracts which were not executed as of the Execution Date of this Agreement as well as any exhibits and other items which are
required to be inserted into the Development Agreement in order to complete the Development Agreement;


	The parties have, on or before the expiration of the Due Diligence Period, agreed upon the form of the LLC
Agreement.




If any conditions set forth herein are not fully satisfied on or before the Closing Date, Buyer may elect to attempt to satisfy or cure
any such condition by written notice given to Seller (i) at least two (2) business days prior to the Closing Date in the event that Buyer
has knowledge of Buyer's failure to satisfy such condition at least two (2) business days prior to the Closing Date; or (ii) at such time
that Buyer has knowledge of Buyer's failure to satisfy such condition if Buyer does not have knowledge of the same at least two (2)
business days prior to the Closing Date, and if Buyer so elects, Buyer shall have a period not exceeding five (5) business days after the
Closing Date to satisfy such condition, and the Closing Date shall be extended accordingly. In the event of a failure of any of the
foregoing conditions following any applicable cure period as aforesaid, Seller shall have the right to terminate this Agreement upon
written notice to Seller.  If the conditions which are not satisfied are those set forth in Sections 8.2(a) or 8.2(b), such failure shall be
considered to be based upon the default of Buyer hereunder, and the provisions of Section 9.2 shall apply.   If the conditions which are
not satisfied are those set forth in Sections 8.2(c)-(e), the Deposit shall be returned to Buyer and thereupon this Agreement shall be
terminated and neither party shall have recourse hereunder (other than the obligations of Buyer under Section 7.2(b), Section7.7,
Article 16, and Article 21, which shall remain in effect).





Article 9.   Default:  


9.1    Seller Default.  If on or before the Closing Date Seller has failed to perform all of its obligations
hereunder (not otherwise waived by Buyer) or in the event that Seller is in default of its representations, warranties or covenants
contained herein, or if a condition to Buyer's obligation to close has not been satisfied, which condition was an obligation of Seller
hereunder, Seller shall use its reasonable efforts to cure any such default or failure and in such event the Closing Date shall be
extended by a written notice given to Buyer (i) at least two (2) business days prior to the Closing Date in the event that Seller has
knowledge of such default or failure at least two (2) business days prior to the Closing Date; or (ii)  at such time that Seller has
knowledge of such default or failure if Seller does not have knowledge of the same at least two (2) business days prior to the Closing
Date, for a period of up to thirty (30) days as specified in said notice.  Thereafter, Seller shall use its reasonable efforts to cure any such
breach or default; provided, however, nothing herein shall require Seller to expend in excess of One Hundred Thousand Dollars
($100,000.00) in such efforts which shall include, without limitation, any obligation of Seller pursuant to 7.5 hereof.  The $100,000.00
limitation on Seller's reasonable efforts shall not apply to Seller's obligation to remove all voluntary monetary liens encumbering the
Property or Seller's obligation to cure or satisfy (i) any involuntary monetary liens to the extent that the same can be cured or otherwise
satisfied by the payment by Seller of  maximum aggregate amount of  Seven Million Five Hundred Thousand Dollars ($7,500,000.00);
or (ii)  mechanics liens without regarding the amount of the same.  If in spite of Seller's reasonable efforts, Seller fails to perform all of
its obligations hereunder and satisfy all conditions of closing to be satisfied by Seller on or before the extended Closing Date, then Buyer shall have, as its sole and exclusive remedies therefor, the right either to (a) accept the
Property in its then "as-is" condition (i.e. "as-is" as to title, zoning, and all other matters) without reduction in Purchase Price, (b) to bring
an action for specific performance for conveyance of the Property on the terms set forth in this Contract, or (c) terminate this Contract
by written notice to Seller and receive a return of the Deposit.  In the event that Buyer's elects the remedy set forth in subsection (c),
this Contract shall terminate and the parties shall be relieved of all further obligations and liabilities hereunder, except as expressly set
forth herein.


9.2    Buyer Default.  In the event of a default by Buyer hereunder, it would be extremely
impracticable and difficult to estimate the damage and harm which Seller would suffer, and because a reasonable estimate of the total
net detriment that Seller would suffer in the event of Buyer's failure to duly complete the acquisition hereunder is the amount of the
Deposit, Seller shall be entitled to receive and retain the Deposit as and for Seller's sole and exclusive remedy for damages arising
from Buyer's failure to complete the acquisition in accordance with the terms hereof, and Seller shall have no further recourse or
remedy at law or in equity for any breach by Buyer hereunder.





Article 10.   Certain Property Matters:  


10.1    IPOP and PTDM.  Seller has the benefit of an Interim Planning Overlay
Permit from the Planning Board of the City of Cambridge dated July 6, 1999 (the "IPOP").  In addition to the IPOP, Seller
obtained a final decision on July 9, 1999 from the Parking and Transportation Demand Management Planning Officer of the City of
Cambridge approving a Parking and Transportation Demand Management Plan (the "PTDM").  The IPOP and the PTDM
impose requirements upon the Seller with respect to ongoing operations at the Premises.  Seller hereby advises Buyer that provisions
of the IPOP and the PTDM are general in nature, subject to interpretation and with respect to which literal compliance may not be
possible or appropriate.  Buyer hereby agrees that, effective as of Closing, it shall assume full responsibility for all operating obligations
under both the IPOP and the PTDM.  


10.2    One Kendall Square Parking License.  Seller's Space Lease with
Forrester Research, Inc. obligates Seller to cause to be provided to Forrester Research, Inc. parking spaces at the so-called One
Kendall Square Garage, formerly owned by an affiliate of Beacon Capital Partners, Inc., or a garage no further away from the Premises
than the One Kendall Square Garage.  Pursuant to that requirement, One Kendall LLC, the former owner of the garage, entered into a
license agreement with Forrester Research, Inc.  In addition, One Kendall LLC and Seller's predecessor-in-interest entered into a
license agreement (the "Kendall License").  True and complete copies of both licenses have been provided to Buyer.  Buyer
hereby agrees to assume all obligations of Seller under the Kendall License.


10.3    Sewer Encroachment.  Seller hereby advises Buyer that a sewer easement in favor of the City of
Cambridge runs beneath three buildings at the Premises, including Building 300.  Seller's predecessor-in-interest received a letter from
the City of Cambridge Public Works Department authorizing the construction of Building 300 above said sewer easement.  The
existence of said easement encroaching upon said buildings shall not be a basis of objection by Buyer during or after the end of the
Due Diligence Period.  


10.4    Real Estate Taxes.  Technology Square consists of seven (7) condominium units, each consisting
of a separate building  (Units 100, 200, 300, 400, 500, 600 and 700), and certain common areas, including the parking garage.  The
final unit of the Technology Square Condominium was added pursuant to that certain Second Amendment to Master Deed dated as of
November 15, 2002, and recorded with the Middlesex South Registry of Deeds as Instrument No. 1617 on September 23, 2003, and
registered with the Middlesex South District of the Land Court as Document No. 1293465.  However, the tax collector for the City of
Cambridge has not yet begun to assess each unit of the Technology Square Condominium separately, but rather assessments have
continued to follow old lot lines. Such method of taxation shall not be a basis of objection during or after the end of the Due Diligence
Period.


10.5    Steam Contract.  Buyer hereby acknowledges and agrees that, as of the Closing Date, Seller shall
assign to Buyer, and Buyer shall assume, all of Seller's rights and obligations under and to that certain Energy Services Agreement,
between Dalkia Energy Services, LLC ("Steam Vendor"), and Technology Square Finance, LLC, dated as of November 3,
2005 (the "Steam Contract"), in accordance with the provisions of Section 24.3 of the Steam Contract.   Buyer acknowledges
that, pursuant to the provisions of the Steam Contract, the Steam Vendor has agreed to release Seller from liability under the Steam
Contract if Steam Vendor is satisfied with the entity which succeeds to Seller's obligations under the Steam Contract.  Buyer hereby
agrees to cooperate with Seller, in such manner as Seller may reasonably request (e.g. by providing information about the entity which
will be succeeding to Seller's interest under the Steam Contract) so as to enable Seller to obtain from Steam Vendor a release of Seller
from its obligations under the Steam Contract. 


With respect to all of the foregoing matters, Buyer agrees that at Closing it shall assume all liability with respect
to such matters, and that the disclosure of such matters by tenants in their respective estoppel certificates shall not be a cause for
objection by Buyer.




Article 11.   Damage or Destruction: Condemnation:  


11.1    Minor Damage.  In the event of partial damage or destruction of less than five percent (5%) of the
rentable square feet located at the Property, then Buyer shall (unless such damage has been repaired by Seller in a good and
workmanlike manner prior to Closing) accept title to the Property in its destroyed or damaged condition.  Buyer shall pay the full
Purchase Price without reduction, and Seller shall pay over or assign to Buyer all rights to any proceeds of insurance payable with
respect to such destruction or damage (less amounts reasonably expended by Seller in repairing the damage prior to the Closing Date)
and Buyer shall have a credit against the Purchase Price in the amount of any deductible.


11.2    Major Damage.  In the event of partial damage or destruction of five percent (5%) or more of the
rentable square feet located at the Property, then at Buyer's election, Seller shall, unless Seller has previously repaired or restored the
Property to its former condition, either (a) pay over or assign to Buyer, on delivery of the Lease Assignment all amounts recovered on
account of any insurance, together with amounts equal to any deductibles thereunder, less any amounts reasonably expended by
Seller and reasonably approved by Buyer for partial restoration or collection of insurance proceeds, or (b) direct Escrow Agent to return
the Deposit to Buyer in which case all other obligations of the parties hereto shall cease except those set forth in Section 7.2(b), Section
7.7, Article 16, and Article 21 and this Contract shall be void and without recourse to the parties hereto.


11.3    Condemnation.  If prior to the Closing Date, five percent (5%) or more of the Property is taken by
condemnation, eminent domain or by agreement in lieu thereof, or any proceeding to acquire, take or condemn all or a material part of
the Property is threatened or commenced, Buyer may either terminate this Contract (in which event Buyer shall be entitled to a return of
the Deposit) or purchase the Property in accordance with the terms hereof, without reduction in the Purchase Price, together with an
assignment of Seller's rights to any award paid or payable by or on behalf of the condemning authority.  If Seller has received payments
from the condemning authority and if Buyer elects to purchase the Property, Seller shall credit the amount of said payments (less
Seller's costs of collection) against the Purchase Price at the Closing.  


Seller shall promptly notify Buyer of any damage or destruction to the Property or any notice received by it or information or
awareness acquired by it regarding the threatening of or commencement of condemnation or similar proceedings.  If following such
damage or destruction the Closing should occur, the proceeds of any so-called rent insurance shall be apportioned between the parties
as if the same were rent, as and when received by a party.

11.4    Insurance.  Seller hereby agrees that it will continue to maintain such casualty insurance as Seller presently
maintains (to wit, replacement cost insurance under a portfolio policy covering other properties owned by Seller and its affiliates) on the
Premises through the Closing.  




Article 12.   Representations and
Warranties:  


12.1    Seller Representations and Warranties.  Seller hereby makes the
representations and warranties to Buyer which are set forth below as of the date of this Contract and as of the Closing Date, provided
that Buyer acknowledges and agrees that each of such representations and warranties is expressly qualified by any information set
forth in the Due Diligence Items:




	Seller is a limited liability company duly and validly organized and existing under the laws of the
Commonwealth of Massachusetts.  This Contract and all documents that are to be executed by Seller and delivered to Buyer at the
Closing are duly authorized, executed and delivered by Seller, are, or at the Closing will be, legal, valid and binding obligations of such
party, enforceable in accordance with their terms, and do not, and, at the time of Closing will not, violate any provisions of any
agreement or judicial order to which Seller is a party or to which Seller or the Property is subject.


	Seller has delivered to Buyer true and correct copies of all Space Leases
currently in effect with respect to the Premises, a true and correct complete list of which is attached hereto as Exhibit D.  Other
than the Master Lease and month-to-month parkers in the Garage, and except as disclosed in Article 10, there are no leases or
occupancy agreements affecting the Premises except for the Space Leases.  Except with respect to the matters disclosed in Article 10
and on Exhibit D, (i) no such tenant has asserted in writing or, to Seller's knowledge, has any defense to, offsets or claims
against, rent payable by it or the performance of its other obligations under its Lease; (ii) no such tenant is in arrears in the payment of
any sums or, to Seller's knowledge, in the performance of any material obligation required of it under its Lease beyond any applicable
grace period, and no such tenant has prepaid any rent or other charges more than thirty (30) days in advance; (iii) no such tenant has
requested in writing a modification of its Space Lease, or a release of its obligations under its Space Lease in any material respect or
has given written notice terminating its Space Lease, or has been released of its obligations thereunder in any material respect prior to
the normal expiration of the term thereof;  (iv) all security deposits paid by tenants, are as set forth in Exhibit D; and there are
no unpaid tenant improvement allowances, brokerage commissions, free rent, or similar concessions outstanding thereunder (including
any such amounts attributable to any extension terms), except as set forth in Exhibit T.  To Seller's knowledge, no default or
breach exists under any Space Lease on the part of Seller.  Notwithstanding anything herein to the contrary, Buyer recognizes that the
representations and warranties contained in this Section 12.1(b) may be modified as set forth in Article 13 hereof.


	Exhibit H attached hereto is a complete list of all management,
services, operating, listing, brokerage, supply and maintenance agreements, equipment leases, and all other contracts or agreements
affecting the Property as of the date of this Contract other than the Space Leases and the Master Lease (collectively, the
"Operating Contracts").  Each of the Operating Contracts is in full force and effect, and, except as specified in
Exhibit H, has not been amended, modified, or supplemented.  To Seller's knowledge, there is no existing default,
beyond applicable grace periods, under any of the Operating Contracts, where such default would have a material adverse impact on
the value of the Property.  Seller shall not modify or terminate the Operating Contracts without the prior written consent of Buyer, which
consent shall not be unreasonably withheld, conditioned or delayed, and Seller shall not enter into any new service contract for the
Property or any portion thereof without the prior written consent of Buyer, which consent shall not be unreasonably withheld,
conditioned or delayed.  By not later than the expiration of the Due Diligence Period, the Buyer may at its option notify the Seller that
Buyer wishes to assume any or all of the Operating Contracts (to the extent the same are assumable); provided, however, that Buyer
shall assume the Steam Contract and the Steam Guaranty (as both such terms are defined in Exhibit H).  At the Closing,
Seller shall send notices of termination of all Operating Contracts which Buyer has not elected to assume by such date, provided said
Operating Contracts are terminable without penalty or liability in which event Buyer hereby agrees to assume said Operating Contracts
at the Closing for the balance of the termination period.  The contract with Seller's property manager shall be terminated effective as of
the Closing Date.


	To Seller's knowledge and except as set forth on Exhibit M, Seller has not received notice in
writing from a governmental agency having jurisdiction that the Premises or any part thereof is (as of the date hereof) in violation of any
law, ordinance, rule or regulation applicable to the Premises, which violation materially and adversely affect the Premises or the
operation thereof.


	To Seller's knowledge, there is not now pending nor has there been threatened, any action, suit or
proceeding against or affecting Seller or the Premises before or by any federal or state court, commission, regulatory body,
administrative agency or other governmental body, domestic or foreign, which would, if determined adversely to Seller, adversely affect
the use or the value of the Premises.


	To Seller's knowledge, attached hereto as Exhibit K is a list of all final environmental reports
relating to the Property which are in Seller's possession (the "Environmental Reports").  Complete copies of the Environmental
Reports have been furnished to Buyer.  


	To Seller's knowledge, Seller has provided to Buyer access to all material documents affecting the Property
which are in Seller's possession as of the Execution Date of this Agreement.


	The rent roll attached hereto as Exhibit T (which lists, among other things, all outstanding amounts
due to tenants on account of tenant improvement allowances, brokerage commissions, free rent, or similar concessions outstanding
thereunder (including any such amounts attributable to any extension terms relating to the Premises) is accurate in all material respects
as of the Execution Date hereof.

12.2    Buyer Representations and Warranties.  Buyer hereby represents and warrants to Seller as
of the date hereof and as of the Closing Date as follows:




	Buyer is a limited liability company, duly and validly organized and existing under the laws of Delaware and
is qualified to do business in the Commonwealth of Massachusetts.  This Contract and all documents executed by Buyer that are to be
delivered to Seller at the Closing are, or at the time of Closing will be, subject to ARE Board Approval, duly authorized, executed and
delivered by Buyer.  This Contract and such documents are, or at the Closing will be, subject to ARE Board Approval, legal, valid, and
binding obligations of Buyer, and do not, and, at the time of Closing will not, violate any provisions of any agreement or judicial order to
which Buyer is a party or to which it is subject.


	There are no proceedings pending or, to Buyer's knowledge, threatened against it in any court or before
any governmental authority or any tribunal which, if adversely determined, would have a material adverse effect on its ability to
purchase the Property or to carry out its obligations under this Contract.


	Buyer has adequate financial resources to fully perform all of its obligations under this Contract, including
payment to Seller of the Purchase Price.


	Buyer covenants, represents and warrants that it is not now in violation of and will at all times comply with
all applicable U.S. laws relating to anti-money laundering, anti-terrorism, trade embargoes and economic sanctions now or hereafter in
effect, including, without limitation, Executive Order 13224 (Executive Order Blocking Property Transactions with Persons who Commit,
Threaten to Commit, or Support Terrorism), 66 Fed. Reg. 49079 (Sept. 23, 2001) as may be amended or supplemented from time to
time ("Executive Order 13224"), and the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 or any enabling legislation or executive order relating
thereto or regulations promulgated thereunder (collectively, the "Anti-Terrorism/Anti-Money Laundering Laws").  Without
limiting the foregoing, Buyer hereby represents that he, she or it is not, and will not be owned or controlled, in whole or in part, by a
Prohibited Person (defined below).  For purposes hereof, "Prohibited Person" means any Person now or hereafter listed by the United
States Treasury Department's Office of Foreign Assets Control ("OFAC") on the so-called "Specially Designated Nationals and
Blocked Persons" list (which list mat be published from time to time in various mediums including, but not limited to, in PDF format on
the OFAC website at http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf) or any other applicable list
required by Anti-Terrorism/Anti-Money Launderings Laws (each, a "List") and not subsequently removed from any such List.
Buyer agrees that upon demand, he, she or it will (A) disclose to the Seller in writing such information with respect to its ownership as
the Seller reasonably deems necessary to comply with Anti-Terrorism/Anti-Money Laundering Laws and (B) promptly furnish such
further information, and execute and deliver such documents, as reasonably may be required by the Seller to comply with, or to confirm
compliance with, any applicable laws or regulations or other obligations of Seller.


	If Buyer is suspected of being a Prohibited Person (e.g., by inclusion of a name similar to Buyer on any
List) or if Buyer becomes listed on any List or if Buyer otherwise breaches the provisions of Section 12.2(d) above (each, a
"Triggering Event"), Buyer shall immediately notify the Seller if Buyer has knowledge of such Triggering Event, but in no event
later than two (2) business days after the occurrence of the Triggering Event, and Buyer shall have ten (10) business days from the
occurrence of the Triggering Event to remove or cause to be removed such party from any interest in Buyer.  In the event of a
Triggering Event, Seller may terminate this Agreement upon written notice to Buyer and neither party shall have any further obligation
under this Agreement (except for the indemnity obligations and any other obligations that expressly survive the termination of this
Agreement).

12.3    Knowledge.  Neither party shall have any liability in connection with this Contract (including under
Article 9) by reason of any inaccuracy of a representation or warranty, if, and to the extent that such inaccuracy is in fact known by the
other party at the time of the Closing (in the case of either party, this means "Seller's Knowledge" or "Buyer's
Knowledge"), and such other party elects, nevertheless, to consummate the transaction contemplated hereby.


12.4    Seller's Knowledge.  For the purposes of this Contract, the term "Seller's knowledge" or
words of similar import, shall refer only to the actual knowledge of Steven C. Marsh and/or John P. McQuaid, and shall not be
construed to refer to the knowledge of any other partner, beneficial owner, officer, employee or agent of Seller, nor shall such term
impose any duty to investigate the matters to which such knowledge, or absence thereof, pertain.  There shall be no personal liability on
the part of Steven C. Marsh and/or John P. McQuaid arising out of any representations or warranties made herein or otherwise.



12.5    Buyer's Knowledge.  For the purposes of this Contract, the term
"Buyer's knowledge" or words of similar import, shall refer only to the actual knowledge of Tom Andrews, and shall not be
construed to refer to the knowledge of any other partner, beneficial owner, officer, employee or agent of Buyer, nor shall such term
impose any duty to investigate the matters to which such knowledge, or absence thereof, pertain.  There shall be no personal liability on
the part of Tom Andrews arising out of any representations or warranties made herein or otherwise.  


If, after the date hereof and prior to the Closing, either party obtains knowledge (as defined above) that any of the representations
or warranties made herein by the other are untrue, inaccurate or incorrect in any material respect, such party shall give the other party
written notice thereof within five (5) business days of obtaining such knowledge and the party so notified shall have the opportunity to
cure such matter, if capable of cure, prior to the Closing.  To the extent a Tenant Estoppel Certificate is provided by Buyer which
confirms information with respect to any item as to which Seller has made a representation or warranty, then Seller's representation
and warranty with respect to such information will thereafter be null and void and of no further force and effect and Buyer shall rely on
the information in the Tenant Estoppel Certificate.





Article 13.   Survival of
Representations and Warranties 


13.1    Survival Period.  All representations, warranties,
indemnifications and covenants by Seller in Section 12.1 hereof as well as the representations set forth in any Seller Development
Contractor Estoppel Letter and any Seller Estoppel Certificates (as such representations, warranties, indemnifications and covenants
may be modified pursuant to the next succeeding paragraph of this Article 13) are intended to be and shall remain true and correct as
of the time of Closing, shall survive the execution and delivery of this Contract and the Closing and the transfer of title for a period of
twelve (12) months, and with respect to any written claim made and delivered by Buyer to Seller within such period, time being of the
essence, until final unappealable adjudication or settlement thereof.  Any claim must be in writing and be delivered to Seller on or
before that date which is twelve (12) months after the Closing Date, time being of the essence, in accordance with the provisions of and
at the address set  forth in Article 18 hereof.  No such notice of claim shall be effective unless such notice identifies such claim with
specificity and refers to this Article 13.   Notwithstanding anything to the contrary herein contained, if Seller provides any Seller
Development Contractor Estoppel Letter or any Seller Estoppel Certificate, and if, after Closing, Seller delivers to Buyer the
corresponding Development Contractor Estoppel Letter or Tenant Estoppel (the substance of which shall be consistent with the
respective Seller Estoppel), as the case may be, then Seller shall have no further liability or obligation under such Estoppel Letter or
Estoppel Certificate, as the case may be.


13.2    Modification.  To the extent that Buyer knows, or is deemed to know, prior to the expiration of the
Due Diligence Period, that any of Seller's representations or warranties in Article 13 or elsewhere are inaccurate, untrue or incorrect in
any way, such representations and warranties shall be deemed modified to reflect Buyer's knowledge or deemed knowledge, as the
case may be.  For purposes of this Contract, Buyer shall be "deemed to know" that a representation or warranty was untrue, inaccurate
or incorrect to the extent that a representation or warranty of Seller was qualified by information contained in the Due Diligence Items
pursuant to Section 12.1, this Contract, any exhibits attached hereto, any estoppel certificate delivered in connection herewith or any
studies, tests, reports, or analyses prepared by or for Buyer or any of its employees, agents, representatives or attorneys (all of the
foregoing being herein collectively called the "Buyer's Representatives"), or otherwise obtained by Buyer or Buyer's
Representatives and actually known by Thomas Andrews to contain information which is inconsistent with such representation or
warranty.  


13.3    Liability.  Notwithstanding anything in this Contract to the contrary, Seller shall only be liable to
Buyer or, subject to the provisions of 23.2 hereof, its assigns, for a breach of a representation or warranty made in Section 12.1 hereof
(as modified or qualified pursuant hereto), and then only to the extent of the actual damages incurred by Buyer or, subject to the
provisions of Section 23.2 hereof, its assigns, in excess of Seventy-Five Thousand Dollars ($75,000.00) per occurrence.  In addition,
the maximum aggregate liability of Seller and the maximum aggregate amount which may be awarded to and collected by Buyer or
Buyer's assigns for all breaches of the representations and warranties of Seller contained in Section 12.1 shall in no event exceed the
lesser of (a) the actual direct damages proximately caused by any such breaches by Seller, or (b) Seven Million Five Hundred
Thousand Dollars ($7,500,000.00).  Other than Seller's representations and warranties contained in Section 12.1 hereof and in any
Seller Estoppel Certificates and Seller Development Contract Estoppel Letters, and other than Seller's obligations to make post-Closing
adjustments under Article 15 hereof, Buyer's acceptance and recording of the Lease Assignment shall be deemed full compliance by
Seller of all of its obligations hereunder.


13.4    Release as of Closing Date.  Buyer, for itself and its successors and assigns hereby releases and
forever discharges Seller, and their partners, beneficial owners, officers, directors, employees, and agents from any and all claims, acts,
debts, demands, actions, causes of action, suits, sums of money, guaranties, bonds, covenants, contracts, accounts, agreements,
promises, representations, restitutions, omissions, variances, damages, obligations, costs, response actions, fees and liabilities of
every name and nature whatsoever, both at law and in equity, which Buyer and its successors and assigns may now or hereafter have
with respect to matters existing as of the Closing Date against Seller, or their partners, beneficial owners, officers, directors, employees,
or agents arising in connection with this Contract, the Property, or the transaction contemplated hereby, excepting solely the obligations
of Seller which are stated to survive the Closing, including without limitation: (i) Seller's liability for any injuries to persons or death
which occur prior to Closing, (ii) Seller's liability under any Seller Estoppel Certificates or Seller Development Contract Estoppel Letters
delivered by Seller to Buyer, and (iii) as set forth in this Article 13.





Article 14.   Maintenance; New Leases:  


14.1    Operation of Premises.  Between the date hereof and the Closing,
Seller shall operate the Premises or cause the Premises to be operated in the ordinary course of business and consistent with past
procedures heretofore followed by it in connection with such operation, provided, however, that Seller shall not be obligated to make
any capital improvements, capital repair or capital replacements prior to Closing except for the construction and development described
in Article 2.  Between the date hereof and the Closing, Seller shall not permit the removal of any material item of the Personal Property
from the Premises unless the same is obsolete and is replaced by tangible personal property of equal or greater utility and
value.


14.2    Leases.  Prior to the Closing or earlier termination of this Agreement, Seller shall not (i) enter into
any lease, (ii) amend, modify, or cancel any Lease (or guaranty thereof) or (iii) grant any consents under, or waive any provisions of,
any Lease, in each case without the prior written consent of Buyer, which consent Buyer may withhold, condition or delay in its sole
discretion.  Any consent requested by Seller pursuant to the preceding sentence shall be deemed to have been given if Buyer shall fail
to respond to such request within three (3) business days after its receipt of such request.  Notwithstanding the foregoing, Buyer
understands that Seller is currently in the process of negotiating leases with the prospective tenants identified on Exhibit S
attached hereto and incorporated herein by reference, and Buyer agrees that Seller may enter into said leases on the terms set forth
therein at any time prior to Closing.  Prior to the expiration of the Due Diligence Period, Seller shall keep Buyer apprised of any lease
negotiations, or requests for waivers or consents under any leases, provided Seller may take any of the foregoing actions without
Buyer's consent.  


14.3    Contracts.   Seller shall not, without the prior written consent of Buyer, which consent may be
withheld, conditioned or delayed in Buyer's sole discretion, enter into any contract which could bind Buyer or the Property after the
Closing other than contracts related to construction as provided in Article 2.




Article 15.   Apportionment of Taxes and Other
Charges:  


15.1    Real Estate Taxes.  Applicable real estate and personal property taxes for the then current tax period
shall be apportioned as of the Closing and the net amounts shall be added to or deducted from, as the case may be, the Purchase
Price.  The term "real estate taxes" shall include any installments of betterment or similar assessments.  If the amount of such taxes is
not known at the Closing, such taxes shall be apportioned on the basis of the taxes assessed for the preceding tax period, with a
reapportionment as soon as the new tax rate and valuation can be ascertained and if the taxes which are to be apportioned shall
thereafter be reduced by abatement, the amount of such abatement, less the reasonable cost of obtaining the same, shall be
apportioned between the parties.  Neither party shall be obligated to commence or prosecute abatement proceedings.


15.1    Rent; Security Deposits.  Rent for the month in which the Closing
shall occur which has been paid by Seller to Master Lessor shall be prorated as of the Closing and the net amount thereof shall be
added to the Purchase Price.  Rent for the month in which the Closing shall occur which has been paid by tenants to Seller shall be
prorated as of the Closing and the net amount thereof shall be subtracted from the Purchase Price.  With regard to rents relating to any
period prior to the Closing which have not been collected as of the Closing, (i) after the Closing, Buyer shall use reasonable efforts
(short of commencing litigation or terminating any lease) to collect such rents as are delinquent at the time of Closing and Seller shall
not have any rights to take any action to collect such rents, (ii) any such rents shall be adjusted between Seller and Buyer as and when
collected, and (iii) any rents collected after the Closing by Buyer shall be applied first, to rents then due from and after the Closing until
paid in full, and then such rents shall be paid to Seller to the extent of any amounts which were unpaid as of the Closing.  Rents in
respect of the reimbursement of taxes or operating expenses, percentage rent or the like which relate to a period which falls partly prior
to the Closing and partly subsequent thereto shall be adjusted on a pro-rata per diem basis as and when collected by either party;
provided that Buyer shall submit to Seller for approval the year-end calculations prior to submitting the same to tenants.  Buyer shall
receive a credit for all cash security deposits then held by Seller and in such event Buyer shall assume all of Seller's obligations to
repay such security deposits to tenants.  With respect to any security deposits which are letters of credit, Seller shall, if the same are
assignable, deliver to Buyer at Closing such original letters of credit and shall execute and deliver such other instruments as the
issuer(s) thereof shall reasonably require to assign such letters of credit to Buyer.  Seller shall cooperate with Buyer to change the
name of the beneficiary under such letters of credit at Buyer's cost.  The provisions of this Section 15.2 shall survive Closing for twelve
(12) months


15.3    Utilities.  All electricity, water, gas, sewage and other utility expenses applicable to the Property
shall be prorated between Seller and Buyer as of the Closing based on final readings therefor as of the Closing.  All maintenance,
management, and other operating expenses applicable to the Property and payments under any Contracts to be assumed by Buyer
shall be prorated between Seller and Buyer as of the Closing based on estimates of the amounts that will be due and payable on the
next payment date, unless final invoices therefor as of the Closing shall have been obtained, in which case such final invoices shall be
utilized as the basis for adjustment.  As soon as the amount of such expenses for the period shall be known, Seller and Buyer shall
recalculate the foregoing adjustments with the result that Seller shall pay for those expenses attributable to the period of time prior to
the Closing Date and Buyer shall pay for those expenses attributable to the period of time commencing with the Closing Date.  Any and
all deposits held by utility companies or with other providers of services to the Property shall remain the property of Seller and be
returned to Seller by such companies and providers except to the extent that Buyer elects to credit to Seller the amount of any such
deposits, in which event such deposits shall be assigned to Buyer.


15.4    Loan to Dyax.  Reference is hereby made to that certain Lease dated June 13, 2001 by and
between Seller and Dyax Corp. ("Dyax"), as amended by a First Amendment to Lease dated March 1, 2002, and as further
amended by a Second Amendment dated December 1, 2002 (as so amended, the "Dyax Lease")  Pursuant to Section 6.4 of
the Lease and the Second Amendment, Seller granted a loan to Dyax in the amount of $2,351,895, which is
to be repaid in accordance with the terms of the Second Amendment.  Any amounts due from Dyax to Seller in connection with such
loan shall be apportioned in the same manner which rent is apportioned, as set forth in Section 15.2.


15.5    Closing Statement.  Seller shall prepare a detailed statement setting forth all closing adjustments
and shall deliver the same to Buyer (together with all supporting data) not less than three (3) business days prior to Closing.  During the
one (1) year period following the Closing, Buyer and Seller agree to re-prorate the closing adjustments in order to correct any
error in performing the prorations or to reflect information that becomes available during such one (1) year period indicating that
the prorations performed at Closing were not accurate.  The provisions of this Article 15 shall survive the Closing.




Article 16.   Broker. 

Each party represents hereby to the other that it dealt with no broker in the consummation of this Contract except for Cushman
& Wakefield ("Broker") and each party shall indemnify and save the other harmless from and against any claim arising
from the breach of such representation by the indemnifying party.  Any commission due Broker shall be paid by Seller, and Seller shall
obtain and provide a receipt therefor at Closing.  The provisions of this Article 16 shall survive the Closing or, if applicable, the
termination of this Contract.


Article 17.   Recording

  It is agreed that this Contract shall not be filed for recording with the Middlesex South Registry of
Deeds or with any other governmental body.  If for any reason Buyer files or records a copy of this Contract, Seller may elect to
terminate this Contract by written notice to Buyer, and in such event, Seller shall be entitled to the Deposit and upon receipt of such
Deposit neither party shall thereafter have any further recourse one to the other hereunder, provided, however, that Buyer shall be
required to fulfill its obligations under Section 7.2(a),Section 7.2(b), Section 7.3, Section7.7, Article 16, and Article 21 hereof.


Article 18.   Notices


  Any notice or communication which may be or is required to be given pursuant to the terms of
this Contract shall be in writing and shall be sent to the respective party at the address set forth in the first paragraph of this Contract,
postage prepaid, by personal delivery, by Certified Mail, Return Receipt Requested or by a nationally recognized overnight courier
service that provides tracing and proof or receipt of items mailed, or by facsimile transmission, or to such other address as either party
may designate by notice similarly sent.  Notices shall be effective upon deposit with the U.S. Mail or with the overnight courier service,
or upon transmission if by facsimile, as applicable.  A copy of any notice to Seller shall also be simultaneously sent to Goulston &
Storrs, 400 Atlantic Avenue, Boston, MA 02110-3333, Attention: Daniel D. Sullivan, Esq.  [Facsimile #617-574-7515; Telephone #617-
574-3515]. Any notice sent to Buyer shall also be sent simultaneously sent to Wilmer Hale, 60 State Street, Boston, Ma 02109,
Attention:  Katharine E. Bachman, Esq. [Facsimile #617-526-5000; Telephone #617-526-6216].  Notices to Escrow Agent should be
sent to Chicago Title Insurance Company, 700 Flower Street, Suite 800, Los Angeles, CA 90017, Attention: Ms. Amy Hiraheta,
Assistant Vice President [Facsimile #213-488-4380; Telephone #213-488-4373].


Article 19.   Closing Costs

  Except as herein specifically provided, Seller and Buyer shall allocate all closing costs between
them in accordance with standard practice in Boston, Massachusetts.  Seller shall pay for (i) one-half of any amounts due to Escrow
Agent, (ii) all documentary transfer taxes related to the sale of the Premises to Buyer, (iii) the updated survey; and (iv) all recording fees
relating to the discharge of any lien liens which are required to be discharged by Buyer pursuant to the provisions of this Agreement.
Buyer shall pay for: (i) one-half of any amounts due to Escrow Agent, and (ii) its due diligence costs, title insurance, and (iii) the cost of
any transfer or assumption fee for the Existing Mortgage.  Except for the Exhibits attached hereto, each of Seller and Buyer shall be
responsible for preparing such documents as it is obligated to deliver pursuant to Article 6 hereof and for its own legal expenses.  


Article 20.   Duties and Responsibilities of Escrow
Agent

  Except as otherwise specifically directed in this Contract, Escrow Agent shall deliver the Deposit
(for purposes of this Article 20, the "Escrow") to Seller or Buyer promptly after receiving a joint notice from Seller and Buyer
directing the disbursement of the same, such disbursement to be made in accordance with such direction.  If Escrow Agent receives
notice from Buyer or Seller that the party giving such notice is entitled to the Escrow, which notice shall describe with reasonable
specificity the reasons for such entitlement, then Escrow Agent shall (i) promptly give notice to the other party of Escrow Agent's receipt
of such notice and enclosing a copy of such notice and (ii) subject to the provisions of the following paragraph which shall apply if a
conflict arises, on the fifth (5th) day after the giving of the notice referred to in clause (i) above, deliver the Escrow to the
party claiming the right to receive it.

In the event that Escrow Agent shall be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from
Buyer or Seller which are in conflict with instructions or a notice from the other party or which, in the reasonable opinion of Escrow
Agent, are in conflict with any of the provisions of this Contract, it shall be entitled to take any one or more of the following courses of
action:




	Hold the Escrow as provided in this Contract and decline to take any further action until Escrow Agent
receives a joint written direction from Buyer and Seller or any order of a court of competent jurisdiction directing the disbursement of the
Escrow, in which case Escrow Agent shall then disburse the Escrow in accordance with such direction;


	In the event of litigation between Buyer and Seller, deliver the Escrow to the clerk of any court in which
such litigation is pending; or


	Deliver the Escrow to a court of competent jurisdiction and therein commence an action for interpleader,
the cost thereof to Escrow Agent to be borne by whichever of Buyer or Seller does not prevail in the litigation.


Escrow Agent shall not be liable for any action taken or omitted in good faith and believed by it to be authorized or within the rights
or powers conferred upon it by this Contract and it may rely, and shall be protected in acting or refraining from acting in reliance upon
an opinion of counsel and upon any directions, instructions, notice, certificate, instrument, request, paper or other documents believed
by it to be genuine and to have been made, sent, signed or presented by the proper party or parties.  In no event shall Escrow Agent's
liability hereunder exceed the aggregate amount of the Escrow.  Escrow Agent shall be under no obligation to take any legal action in
connection with the Escrow or this Contract or to appear in, prosecute or defend any action or legal proceedings which would or might,
in its sole opinion, involve it in cost, expense, loss or liability unless, in advance, and as often as reasonably required by it, Escrow
Agent shall be furnished with such security and indemnity as it finds reasonably satisfactory against all such cost, expense, loss or
liability.  Notwithstanding any other provision of this Contract, Buyer and Seller jointly indemnify and agree to hold harmless Escrow
Agent against any loss, liability or expense incurred without bad faith on its part and arising out of or in connection with its services
under the terms of this Contract, including the cost and expense of defending itself against any claim of liability.

Escrow Agent shall not be bound by any modification of this Contract unless the same is in writing and signed by Buyer, Seller and
Escrow Agent.  From time to time on or after the date hereof, Buyer and Seller shall deliver or cause to be delivered to Escrow Agent
such further documents and instruments that fall due, or cause to be done such further acts as Escrow Agent may reasonably request
(it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the
provisions and purposes of this Contract, to evidence compliance with this Contract or to assure itself that it is protected in acting
hereunder.

Escrow Agent shall serve hereunder without fee for its services as escrow agent, but shall be entitled to reimbursement for
expenses incurred hereunder, which expenses shall be paid and borne equally by Buyer and Seller, unless such expenses are
associated with litigation between Buyer and Seller, in which event they shall be borne by the party that does not prevail in the litigation.
Escrow Agent agrees that it will not seek reimbursement for the services of its employees or partners, but only for its actual and
reasonably incurred out-of-pocket expenses.  Escrow Agent executes this Contract solely for the purpose of consent to, and agreeing to
be bound by the provisions of this Article 20, and to the extent applicable to Escrow Agent, Article 4 and Article 21.


Article 21.   Disclosure

.  Prior to the Closing, Buyer and its respective officers, directors, employees, consultants,
attorneys, advisors, underwriter, potential financial sources and agents will hold in confidence, unless compelled to disclose by judicial
or administrative process or as otherwise required by law (provided that prior notice of the same is given to Seller) or in connection with
any litigation between the Parties, all documents and information relating to the transaction contemplated by this Contract, including,
without limitation, any information relating to the Property provided to Buyer by Seller in connection herewith; provided, however, that
Buyer may, prior to the Closing, disclose such information to its officers, directors, employees, consultants, attorneys, advisors and
agents so long as such persons are informed by Buyer of the confidential nature of such information and are directed by Buyer to treat
such information confidentially.  If this Contract is terminated prior to the Closing Date, all such confidences not already disclosed shall
continue to be maintained.  In the event this Contract is terminated before the Closing, Buyer and its respective officers, directors,
employees, consultants, advisors, attorneys, and agents shall deliver to the Seller, upon written request, all documents and other
materials, and all copies thereof, obtained from Seller or its agents in connection with this Contract.  By execution of this Contract,
Seller, Buyer and Escrow Agent hereby agrees to maintain the existence of this Contract and the nature and details of the transaction
contemplated hereby in confidence, unless such party is required by law to disclose some or all of such information.


Article 22.   Confidentiality.  

The parties agree that no party shall, with respect to this Contract and the transactions contemplated hereby, contact or
conduct negotiations with public officials, make any public pronouncements, issue press releases or otherwise furnish information
regarding this Contract or the transactions contemplated to any third party without the consent of the other party, which consent shall
not be unreasonably withheld.   

Notwithstanding the foregoing, prior to the expiration of the Due Diligence Period, Seller and Buyer shall jointly meet with public
officials of the City of Cambridge, including without limitation the City Manager and those City Counselors either party may designate.
In addition, the parties shall prepare a joint press release to be released at such time after the meetings with public officials as the
parties may reasonably agree, it being recognized that if either party believes that the fact of the transaction is likely to become
generally known to the public it is in the parties' best interest that the joint press release be made preemptively.  In no event, however,
either in meetings or in press releases, shall the Purchase Price or other economic terms of this Contract be disclosed.


Article 23.   Miscellaneous.


23.1    Captions  The captions in this Contract are inserted only for the purpose of convenient reference
and in no way define, limit or prescribe the scope or intent of this Contract or any part hereof.


23.2    Successors and Assigns.  Except as
set forth in this Section 23.2, neither Party may assign or transfer all or any portion of its rights or obligations under this Contract to any
individual, entity or other person without the consent thereto of the other Party which may be withheld in such other party's sole
discretion and any such unauthorized attempted assignment shall be null and void.  So long as such assignee makes the Buyer
representations set forth in this Agreement to Seller as of the date of such Assignment and as of the date of Closing, Buyer may assign
this Contract and the rights or benefits hereof including, without limitation, the benefit of the representations and warranties contained in
Section 12.1 hereof, to any party (or parties) of which Buyer owns or controls not less than fifty-one percent (51%) of the legal and
beneficial interests.  In the event of any assignment by Buyer permitted under this Section 23.2, the assignee must agree in writing
to be bound by all of the terms and conditions of this contract and the obligations and liabilities of Buyer hereunder.  No such
assignment shall release Buyer of its obligations hereunder. Subject to the foregoing, this Contract shall be binding upon the parties
hereto and their respective successors and assigns.


23.3    Entire Agreement.

  The parties understand and agree that their entire agreement is contained herein and that no
warranties, guarantees, statements, or representations shall be valid or binding on a party unless set forth in this Contract or unless set
forth in the documents to be delivered pursuant to the provisions of this Contract.  It is further understood and agreed that all prior
understandings and agreements heretofore had between the parties are merged in this Contract which alone fully and completely
expresses their agreement and that the same is entered into after full investigation, neither party relying on any statement or
representation not embodied in this Contract.  This Contract may be changed, modified, altered or terminated only by a written
agreement signed by the parties hereto.


23.4    Governing Law.   The laws of The Commonwealth of Massachusetts shall govern the validity,
construction, enforcement and interpretation of this Contract.


23.5    Multiple Counterparts.  This Contract may be executed in any number of identical counterparts.  If
so executed, each of such counterparts shall constitute this Contract.  In proving this Contract, it shall not be necessary to produce or
account for more than one such counterpart.


23.6    Further Assurances.  After the Closing, Seller and Buyer shall cooperate with one another at
reasonable times and on reasonable conditions and shall execute and deliver such instruments and documents as may be necessary in
order fully to carry out the intent and purposes of the transactions contemplated hereby.  Except for such instruments and documents
as the parties were originally obligated to deliver by the terms of this Contract, such cooperation shall be without additional cost or
liability.


23.7    Business Day; Time of Day.  In the event any date hereunder
(including the Closing Date) falls on a Saturday, Sunday or Legal Holiday, the date applicable shall be the next business day.
Whenever in this Agreement a time of day is referred to (e.g. 5:00 p.m.), such time of day shall be deemed to refer to the then current
time in the Pacific time zone.


23.8    Time of the Essence.  Time is of the essence of this
Agreement.


23.9    Prevailing Party.  If any party to this Contract shall institute an action to enforce the terms hereof,
the prevailing party shall be entitled to reasonable attorneys' fees  and costs from the party determined to have breached the
terms of this Contract.   An award of reasonable attorneys' fees and costs shall be determined by  the court.  The
"prevailing party" shall be the party  that obtains final judgment in its favor.  If the institution of an action to enforce the
terms of this Contract is  resolved by settlement, the parties will determine what portion, if any, of the injured party's legal fees
and costs will be paid by the breaching party.


23.10    Submission not an Offer or Option.  The submission of this
Agreement or a summary of some or all of its provisions for examination or negotiation by Buyer or Seller does not constitute an offer
by Seller or Buyer to enter into an agreement to sell or purchase the Property, and neither party shall be bound to the other with respect
to any such purchase and sale until a definitive agreement satisfactory to the Buyer and Seller in their sole discretion is executed and
delivered by both Seller and Buyer.


23.11    Post Closing Access to Records.  Upon receipt by Seller of Buyer's reasonable written request at
anytime and from time to time within a period of 1 year after the Closing, Seller shall make available (or cause its Manager or asset
manager, as applicable, to make available) to Buyer and its accountants and designees, for inspection and copying during normal
business hours and at Buyer's sole cost and expense, (i) all accounting records relating to the Property for the calendar year period
ended December 31, 2005, and for the period from January 1, 2006 through the Closing Date, including, without limitation, all general
ledgers, cash receipts, canceled checks and other accounting documents or information reasonably requested by Buyer and related to
the Property, and (ii) all other records related to the Property, in either case whether in the possession or control of Seller or Seller's
Manager, asset manager or other agent.  




[Remainder of Page Intentionally Blank]


IN WITNESS WHEREOF, the parties hereto have executed this Contract as an instrument under seal as of the day and date first
written above.



	
In the presence of

	
SELLER:


	
 

	
TECHNOLOGY SQUARE FINANCE LLC, a 

Massachusetts limited liability company


By:  	Massachusetts Institute of Technology, 

a Massachusetts charitable corporation, 

its Manager


	
/s/ Michael K. Owu

	
                               By:/s/ Steven C. Marsh

                               Name:  Steven C. Marsh

                               Title:  Managing Director/Real Estate

                               Hereunto duly authorized


                               BUYER:


                               ARE-MA REGION NO. 31, LLC,

                               a Delaware limited liability company

                               By:Alexandria Real Estate Equities, L.P.,

                               A Delaware limited partnership, member

                               By:ARE-QRS Corp., a Maryland corporation,

                               general partner


	
                                /s/ Elizabeth M. Aguilera

	
                                 By: /s/ Dean A. Shigenaga

                                 Name:  Dean A. Shigenaga

                      Title:  Chief Financial Officer


                      ESCROW AGENT:


                     CHIGAGO TITLE INSURANCE COMPANY


	
                                /s/ Veronica Sanchez

	
                                 By:  /s/ Gus Aguilar

                                 Name:  Gus Aguilar

                                 Title:  AVP/Senior Escrow Officer