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                                                     Exhibit 10.17
                                                                  -------------






                                     REAL ESTATE
                             PURCHASE AND SALE AGREEMENT
                                       between
                                 THE PORT OF SEATTLE
                                      as Seller
                                         and
                                 IMMUNEX CORPORATION
                                       as Buyer
                                         for
                                     TERMINAL 88
                                 SEATTLE, WASHINGTON
                                    July 18, 1994






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CONTENTS
                                     Page Numbers
  1.     Property; Legal Description ........................................5
         1.1 Property .......................................................5
         1.2  Legal Description .............................................6
  2.     Deposits; Purchase Price; Carrying Costs; Title ....................6

  2.1    Earnest Money Deposits .........................................6
         2.1.1 Initial Deposit ..........................................6
         2.1.2 Additional Deposit .......................................6
         2.1.3 Deposits, Generally ......................................6
  2.2    Purchase Price .................................................6
  2.3    Carrying Costs .................................................6
  2.4    Statutory Warranty Deed; Title Policy ..........................7

  3.     Funding Sources; Master Use Permit; Environmental Issues;
         Easement Agreement .................................................7
         3.1 Funding Sources ................................................7
         3.2 Master Use Permit ..............................................8
         3.3 Environmental Issues ...........................................8
         3.4 Easement Agreement .............................................8
  4.     Conditions to Closing ..............................................8

  4.1    Due Diligence Materials ........................................8
  4.2    Due Diligence Period ...........................................10
  4.3    Buyer's Contingencies ..........................................10
  4.4    Satisfaction/Waiver of Buyer's Contingencies ...................12
  4.5    Seller's Contingencies .........................................12
  4.6    Satisfaction/Waiver of Seller's Contingencies ..................12

  5.     Leases; Contracts ..................................................13
         5.1 Leases .........................................................13
         5.2 Contracts ......................................................13
  6.     Escrow and Closing .................................................13
  6.1    Escrow .........................................................13
  6.2    Closing Date ...................................................13
  6.3    Closing ........................................................13
         6.3.1 Seller's Escrow Deposits .................................13
         6.3.2 Buyer's Escrow Deposits ..................................15
         6.3.3 Additional Instruments and Documentation .................15
  6.4    Prorations .....................................................15
  6.5    Closing Costs ..................................................15
  7.     Representations and Warranties .....................................16
         7.1 Seller's Representations and Warranties.........................16
         7.2 Buyer's Representations and Warranties .........................17
  8.     Indemnification ....................................................17
         8.1 Generally ......................................................17
         8.2 By Buyer .......................................................17
         8.3 Procedure.......................................................17
         8.4 Survival .......................................................18
  9.     Loss by Casualty; Condemnation .....................................18
  10.    Possession .........................................................18
  11.    Maintenance of the Property ........................................18
  12.    Buyer's Consent to New Contracts Affecting the Property ............18
         12.1 Generally .....................................................18
         12.2 Seller's Reserved Rights ......................................19


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  13.    Events of Default ..............................................19
         13.1 By Seller..................................................19
         13.2 By Buyer ..................................................19
  14.    Notices.........................................................19
  15.    Brokers and Finders ............................................20
  16.    Right of First Opportunity .....................................20
  17.    Successors and Assigns .........................................21
  18.    Amendments .....................................................21
  19.    Continuation and Survival of Representations and Warranties ....21
  20.    Governing Law ..................................................21
  21.    Entire Agreement ...............................................21
  22.    Enforcement ....................................................21
  23.    Time of the Essence ............................................21
  24.    Exclusivity ....................................................21
  25.    Counterparts ...................................................21
  26.    Waiver .........................................................21
  27.    Confidential Information .......................................21
  28.    Good Faith .....................................................22

EXHIBITS

  EXHIBIT A Legal Description ............................................    23
  EXHIBIT B Earnest Money Note ...........................................    25
  EXHIBIT C Restrictive Agreements .......................................    26
  EXHIBIT D Assignment and Assumption of Leases ..........................    27
  EXHIBIT E Assignment and Assumption of Contracts .......................    30
  EXHIBIT F Tenant Estoppel Certificate ..................................    33
  EXHIBIT G Reciprocal Easement Estoppel Certificate .....................    36


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TABLE OF DEFINITIONS

  DEFINED TERM                    SECTION
NUMBER
  Additional Deposit              2.1.2
  Additional Note                 2.1.2
  Agreement                       Preamble
  Appurtenances                   l(b)
  BN                              4 3(j)
  Buyer                           Preamble
  Buyer's Contingencies           4.3
  Buyer's Notice                  16
  Closing Date                    6.2
  Code                            6.3.1(h)
  Contract Assignment             6.3.1(d)
  Contracts                       4.1 (e)
  DCLU                            4.1(c)
  Deed                            2.4
  Deposits                        2.1.3
  Due Diligence Materials         4.1
  Due Diligence Notice            4.1
  Due Diligence Period            4.2
  Easement Agreement              3.4
  Escrow Agent                    6.1
  Fair Market Value               16
  Glacier Park                    4. l(j)
  Hazardous Substance             7.1(k)
  Improvements                    l(c)
  Initial Deposit                 2.1.1
  Initial Note                    2.1.1
  Intangible Property             l(d)
  Lease Assignment                6.3.1(c)
  Leases                          4.1 (d)
  Master Use Permit               3.2
  Permits                         4.1 (i)
  Preliminary Commitment          4.1(a)
  Property                        1
  Property Inspection             4.3(e)
  Purchase Price                  2.2
  Real Property                   Recitals
  Restrictive Agreements          4.1 (b)
  Seller                          Preamble
  Seller's Contingencies          4.5
  Survey                          4.1 (c)
  Terminal 86                     3.4
  Title Company                   2.1.1
  Title Policy                    2.4
  UCC                             4.1 (k)


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                                     REAL ESTATE
                             PURCHASE AND SALE AGREEMENT

    THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and
entered into as of July 18, 1994, by and between THE PORT OF SEATTLE, a
Washington special purpose municipal corporation ("Seller"), and IMMUNEX
CORPORATION, a Washington corporation ("Buyer").

                                       RECITALS

    A. Seller owns approximately 29 acres of real property known as Terminal
88, as more particularly described on EXHIBIT A attached hereto and made a part
hereof ("Real Property").

    B. Buyer desires to purchase, and Seller desires to sell, the Real Property
on the terms set forth in this Agreement.

                                      AGREEMENT

    IN CONSIDERATION of the respective agreements hereinafter set forth, Seller
and Buyer agree as follows:

1. PROPERTY; LEGAL DESCRIPTION

    1.1 PROPERTY. Seller shall sell and convey to Buyer, and Buyer shall
purchase from Seller, subject to the terms and conditions set forth herein, the
following (collectively, "Property"):

(a) the Real Property;

    (b) all of Seller's right, title and interest in any rights, licenses,
privileges and easements appurtenant to the Real Property, including, without
limitation, all minerals, oil, gas and other hydrocarbon substances on and under
the Real Property, as well as all development rights, permits, approvals, air
rights, water, water rights and water stock relating to the Real Property and
any easements, rights-of-way and appurtenances used in connection with the
beneficial use and enjoyment of the Real Property (collectively,
"Appurtenances");

    (c) all of Seller's right, title and interest in all improvements and
fixtures located on the Real Property, including, without limitation, all
buildings, piers, docks, pilings and other structures located on the Real
Property and all apparatus, equipment and appliances used m connection with the
operation or occupancy of the Real Property, including, without limitation, all
plumbing, heating, air-conditioning and electrical equipment and facilities used
to provide any utility services or other services to the Real Property
(collectively "Improvements"); and (d) all of Seller's interest in any
intangible property used in the ownership, use or operation of the Real Property
or Improvements, including, without limitation, and, except for trade names of
Seller and as otherwise provided in this Agreement, any contracts, leases,
agreements and other rights relating to the ownership, use or operation of the
Real Property or Improvements (collectively, "Intangible Property").

    1.2 LEGAL DESCRIPTION. Seller and Buyer acknowledge that (a) the Survey has
not been completed as of the date hereof and (b) it may be necessary to revise
the legal description for the Real Property set forth in EXHIBIT A when the
Survey is completed. Seller and Buyer agree that if such legal description
requires revision, the revised legal description shall be incorporated into this
Agreement, provided it is approved by Seller and Buyer in writing.

2. DEPOSITS; PURCHASE PRICE; CARRYING COSTS; TITLE

2.1 EARNEST MONEY DEPOSITS

    2.1.1 INITIAL DEPOSIT. Buyer shall make an earnest money deposit in the
amount of Four Hundred Six Thousand Eight Hundred Dollars ($406,800) ("Initial
Deposit"). The Initial Deposit shall be deposited in trust with Transamerica
Title Insurance Company, 1200 Sixth Avenue, Seattle, Washington 98101 ("Title
Company"), together with a copy of this Agreement, immediately after this
Agreement is executed by all parties. The Initial Deposit shall be in the form
of a promissory note substantially the same in form and content as EXHIBIT B
attached hereto and made a part hereof


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("Initial Note") and shall be made by Buyer payable to the order of Title
Company. The Initial Note shall be converted to cash if and when all of Buyer's
Contingencies set forth in Sections 4.3 (a)-(f) are either satisfied or waived
in accordance with Sections 4.3 and 4.4. Upon conversion to cash, Title Company
shall invest the Initial Deposit in interest bearing instruments or accounts
that are acceptable to both Seller and Buyer.

         2.1.2 ADDITIONAL DEPOSIT. Buyer shall make an additional earnest money
deposit in the amount of Two Hundred Seventy One Thousand Two Hundred Dollars
($271,200) ("Additional Deposit") within 5 business days after Buyer's
Contingency set forth in Section 4.3 (g) is satisfied. If such Buyer's
Contingency is satisfied before the expiration of the Due Diligence Period, the
Additional Deposit shall be in the form of a promissory note substantially the
same in form and content as the Initial Note ("Additional Note"). The Additional
Note shall be made by Buyer payable to the order of Title Company. The
Additional Note shall be converted to cash if and when all of Buyer's
Contingencies set forth in Sections 4.3 (a)-(f) are either satisfied or waived
in accordance with Sections 4.3 and 4.4. Upon conversion to cash, Title Company
shall invest the Additional Deposit in interest bearing instruments or accounts
that are acceptable to both Seller and Buyer. If Buyer's Contingency set forth
in Section 4.3 (g) is satisfied after the expiration of the Due Diligence
Period, the Additional Deposit shall be paid in cash and deposited in trust with
Title Company, and Title Company shall invest it in interest bearing instruments
or accounts that are acceptable to both Seller and Buyer.

         2.1.3 DEPOSITS, GENERALLY. The Initial Deposit and Additional Deposit
(collectively "Deposits") shall be credited toward the Purchase Price. Interest
on the Deposits shall accrue to the benefit of and be payable to Seller unless
(a) this Agreement is terminated because Buyer's Contingencies set forth in
Sections 4.3 (i)-(l) have not been timely satisfied, or (b) such Buyer's
Contingencies are not timely satisfied, but Buyer waives them and proceeds with
the purchase of the Property, in either of which cases interest on the Deposits
shall accrue to the benefit of and be payable to Buyer.

    2.2 PURCHASE PRICE. The purchase price for the Property shall be Thirteen
Million Five Hundred Sixty Thousand Dollars ($13,560,000) ("Purchase Price") and
shall be paid to Seller at closing in cash or immediately available funds.

    2.3 CARRYING COSTS. Buyer shall pay to Seller carrying costs for the
Property at the rate of 7.25% of the Purchase Price per annum, compounded
annually, for the period beginning on the date of this Agreement and ending on
the earlier of (a) the day before the

Closing Date or (b) January 31, 1996. Buyer shall pay carrying costs for the
Property at the rate of 3.625% of the Purchase Price per annum, compounded
annually, for the period beginning on February 1, 1996 and ending on the day
before the Closing Date if, due to an extension under Section 4.4 (b), the
Closing Date does not occur on or before February 1, 1996. Buyer shall pay the
accrued carrying costs in a lump-sum at closing. If closing fails to occur for
any reason, Buyer ,shall have no obligation to pay any carrying costs for the
Property.

    2.4. STATUTORY WARRANTY DEED; TITLE POLICY. At closing, Seller shall convey
to Buyer fee simple title to the Property by duly executed and acknowledged
statutory warranty deed satisfactory in form and substance to Buyer ("Deed"),
free and clear of all defects and encumbrances and subject to no exceptions
other than (a) real property taxes and installments of assessments not yet due
or payable as of the Closing Date, (b) easements, servitudes or installations
that are not disclosed by the public records, (c) unpatented mining claims,
reservations or exceptions in patents or in acts authorizing the issuance
thereof, Indian treaty or aboriginal rights, including, but not limited to,
easements and equitable servitudes, and water rights, claims or title to water,
whether or not the matters excepted under this clause (c) are shown by the
public records, (d) the right of use, control or regulation by the United States
of America in the exercise of powers over navigation and any prohibition or
limitation on the use, occupancy or improvement of the Real Property resulting
from the rights of the public or riparian owners to use any waters that may
cover the Real Property or to use any portion of the Real Property that is now
or may formerly have been covered by water, (e) any service, installation,
connection, maintenance or construction charges for sewer, water, electricity or
garbage collection or disposal or other utilities, unless disclosed as an
existing lien by the public records, (f) those title exceptions that Buyer
approves pursuant to Section 4.3(a), and (g) the Leases. (The exceptions
described in items (a) through (g) of this Section 2.4 are collectively referred
to as "Permitted Exceptions".) If Seller is not permitted to deliver a statutory
warranty deed due to a requirement of law, the Deed may be a special warranty
deed satisfactory in form and substance to Buyer. Seller shall cause Title
Company to commit to issue to Buyer at closing, and to issue to Buyer as soon as
available after closing, an ALTA extended 1992 form owner's policy of title
insurance for


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the Property in the full amount of the Purchase Price, subject only to the
Permitted Exceptions ("Title Policy"). Seller shall pay a portion of the premium
for the Title Policy equal to the cost of providing standard coverage, and Buyer
shall pay the balance of the premium for the Title Policy. The Title Policy
shall be dated as of the Closing Date, shall provide full coverage against
mechanics' and materialmen's liens arising out of the construction, repair or
alteration of any of the Improvements done by or on behalf of anyone other than
Buyer and shall contain such special endorsements as Buyer may reasonably
require. Any additional premium charged by reason of such special endorsements
shall be paid by Buyer. If Title Company is unwilling or unable to issue any
special endorsements requested by Buyer beyond the standard terms of an extended
coverage policy, then Buyer may, as its sole remedy, proceed to closing without
the endorsements or elect to terminate this Agreement by written notice to
Seller and Escrow Agent.

3. FUNDING SOURCES; MASTER USE PERMIT; ENVIRONMENTAL ISSUES;
    EASEMENT AGREEMENT

3.1 FUNDING SOURCES. Seller and Buyer acknowledge that Buyer's intended use of
the Property will require access improvements to be made so that there is
24-hour per day, unobstructed vehicular and truck access to the west side of the
Burlington Northern railroad tracks, where the Property is located, and such
other access as may be required by the appropriate permitting authorities.
Seller and Buyer acknowledge that the cost of such improvements is currently
estimated to be Twelve Million Dollars ($12,000,000), but that the actual cost
may be as high as Twenty-Five Million Dollars ($25,000,000) if access for large
trucks is required by the appropriate permitting authorities. Commencing on the
date of this Agreement, Seller shall use reasonable efforts to assist Buyer in
securing written commitments, satisfactory to Buyer, for funding for 100% of the
actual cost of such improvements. Notwithstanding the foregoing, Seller shall
not be obligated to enter into any third-party agreement in connection with
securing such funding that would commit Seller to improve or participate in
funding such access to the Property if Seller and Buyer fail to close the
purchase and sale hereunder.

    3.2 MASTER USE PERMIT. Seller and Buyer acknowledge that Buyer's intended
use of the Property will require Buyer to obtain a master use permit from the
City of Seattle ("Master Use Permit"). Commencing on the date of this Agreement,
Buyer shall use reasonable efforts to obtain a Master Use Permit for Buyer's
intended use of the Property. Seller shall cooperate with and assist Buyer in
obtaining such Master Use Permit, and shall execute such documents and
applications, attend such meetings and hearings and provide such information
about the Property as may be necessary or desirable in connection therewith.
Notwithstanding the foregoing, Seller shall not be obligated to enter into any
third-party agreement in connection with obtaining the Master Use Permit that
would commit Seller to take any action in connection with the Master Use Permit
if Seller and Buyer fail to close the purchase and sale hereunder. Buyer shall
pay all costs and expenses associated with obtaining the Master Use Permit
(including, without limitation, all costs and expenses associated with preparing
an environmental impact statement) and, upon presentation of paid receipts,
Buyer shall reimburse Seller for costs and expenses incurred by Seller in
cooperating and assisting Buyer in connection therewith, except for salaries of
Seller's employees, Seller's attorneys' fees and the fees of any consultants of
Seller not approved in advance by Buyer.

    3.3 ENVIRONMENTAL ISSUES. Seller has been informed, but does not warrant,
that the Property is in compliance with State of Washington Model Toxic Control
Act Method C clean-up levels (industrial uses). If Buyer determines that the
environmental condition of the Property is unsatisfactory to Buyer, and elects
to proceed with the purchase of the Property nonetheless, Buyer shall have the
right to clean up the Property to its satisfaction prior to closing and to
extend the Closing Date until such cleanup is completed. Buyer shall diligently
pursue to completion any environmental cleanup that it commences under this
Section 3.3.

    3.4 EASEMENT AGREEMENT. Buyer acknowledges that, after the Closing Date,
Seller will require an easement across the Real Property for ingress to and
egress from the parcel of land that is commonly known as Terminal 86 ("Terminal
86"), which is owned by Seller and is adjacent to the Real Property and upon
which a grain terminal is located. Promptly after this Agreement has been
executed by both parties, Seller and Buyer shall begin to negotiate in good
faith an easement agreement, which shall be executed and delivered at closing,
that will provide such ingress to and egress from Terminal 86 ("Easement
Agreement").

4. CONDITIONS TO CLOSING

    4.1 DUE DILIGENCE MATERIALS. Seller shall, at Seller's expense, provide to
Buyer, or make available to Buyer for inspection, as soon as possible after the
date hereof (but no later than 30 days after the date hereof, except as
otherwise provided in this Section 4.1), the following materials (collectively,
"Due Diligence Materials"):


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         (a) a preliminary commitment for the Title Policy, accompanied by
copies of all documents referred to therein ("Preliminary Commitment");

         (b) copies of any existing and proposed easements, covenants,
restrictions, agreements or other documents that, to Seller's knowledge, affect
title to the Property (collectively, "Restrictive Agreements") and that are not
disclosed by the Preliminary Commitments, including, without limitation, the
Restrictive Agreements listed on EXHIBIT C attached hereto and made a part
hereof;

         (c) an ALTA as-built survey of the Property by a State of Washington
licensed surveyor or civil engineer ("Survey"), which shall be delivered to
Buyer no later than 60 days after the date of this Agreement. The Survey shall
be acceptable and certified to Buyer and Title Company and shall be in
sufficient detail to provide the basis for obtaining the Title Policy and shall
show the location of all easements (including easements for underground and
underwater Improvements as to which Seller or the surveyor has knowledge or the
existence of which is disclosed in documents of record or known to Seller or the
surveyor) and Improvements (including equipment and facilities used to provide
utility services) and any and all other pertinent information with respect to
the Property that would customarily be included in an ALTA as-built survey. The
Survey shall also demarcate the shoreline, as specified in Director's Rule 23-88
of the State of Washington Department of Construction and Land Use ("DCLU"), and
any encroachments of Improvements onto easements or onto adjacent properties, or
certify to their absence, and shall indicate the presence of easements and
improvements (including equipment and facilities used to provide utility
services) on property adjoining the Property if located within 5 feet of the
boundaries of the Property. The boundary lines of the Property and the
shoreline, as specified in Director's Rule 23-88 of the DCLU, shall be staked,
at Seller's expense, no later than 30 days after the date of this Agreement;

         (d) (i) all existing leases and rental agreements (and amendments
thereto) affecting the Property under which Seller holds the landlord's interest
(such leases and rental agreements, together with any leases or rental
agreements and amendments thereto that Buyer approves in accordance with Section
12.2, are collectively referred to as "Leases"), (ii) all licenses (and
amendments thereto) affecting the Property and (iii) all correspondence and
other writings relating to the Leases and such licenses;

         (e) all service contracts, maintenance contracts, management
contracts, certificates of occupancy, warranties and guaranties and other
contracts and documents (and amendments thereto) relating to the Property
(collectively, "Contracts").

         (f) (i) all monthly and year-end financial statements relating to the
Property that have been prepared by or for Seller, including, but not limited
to, balance sheets and statements of operations for the Property, from the date
Seller became the owner of the Property through the present, which shall be
prepared by Seller or Seller's accountants in accordance with generally accepted
accounting principles and certified by Seller as true and correct, and such
additional financial information relating to the Property as Buyer shall
reasonably request, including, but not limited to, accounts receivable, general
ledgers and copies of selected invoices; and (ii) all annual operating
statements for all tenants of the Property, from the date Seller became the
owner of the Property to the present, that Seller has in its possession;

         (g) (i) current casualty, liability and other insurance policies
affecting the Property and (ii) any pending and past claims filed against any
casualty, liability and other insurance policies affecting the Property;

         (h) all documents in Seller's possession relating to any existing or
threatened litigation or condemnation affecting or relating to the Property;

         (i) (i) all governmental, administrative or private licenses, permits,
approvals, certificates, agreements, rights and privileges obtained or held by
Seller and relating to (A) the construction, operation, use or occupancy of any
part of the Property or (B) zoning, comprehensive plan, land-use, subdivision,
environmental, building and construction laws and regulations restricting,
regulating or otherwise affecting the use, occupancy or enjoyment of the
Property (collectively, "Permits") and (ii) any notices of violation of any
Permits, or of any of the laws and regulations described in clause (i)(B) of
this Section 4.1(i);


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         (j) (i) all environmental assessment reports and investigations with
respect to the Property that Seller has in its possession (Seller shall use best
efforts to obtain and deliver to Buyer any such reports and investigations that
were done by or for the federal government), (ii) all raw data in Seller's
possession that relates to the environmental condition of the Property, (iii)
all contracts and agreements in Seller's possession (including, without
limitation, any contracts or agreements between Seller and Glacier Park Company,
a Delaware corporation, the previous owner of portions of the Property ("Glacier
Park")) and all governmental correspondence, orders, requests for information or
action and other legal documents in Seller's possession that relate to the
presence or removal of Hazardous Substances on, in or under the Property, (iv)
any other information in Seller's possession relating to the physical and
environmental condition or potential contamination of the Property and (v) any
information in Seller's possession relating to the environmental condition or
potential contamination of any property adjacent to the Property;

         (k) all security agreements and Uniform Commercial Code ("UCC")
financing statements affecting the Property;

         (1) all reports in Seller's possession on the physical, structural and
mechanical condition of the Property, including, without limitation, reports on
the plumbing, heating, air conditioning and electrical systems and elevators;
and

(m) all other materials reasonably requested by Buyer.

    Upon Seller's providing Buyer with all the Due Diligence Materials, Seller
shall deliver to Buyer a written notice ("Due Diligence Notice") setting forth
Seller's representation and warranty that all the Due Diligence Materials
required to be delivered hereunder have been provided to Buyer or made available
to Buyer for inspection. If Seller, after the date of the Due Diligence Notice,
discovers any additional items that should have been included among the Due
Diligence Materials, Seller shall immediately deliver such items to Buyer.

    4.2 DUE DILIGENCE PERIOD. Buyer shall have a period of 180 days within
which to conduct its due diligence investigation of the Property ("Due Diligence
Period"). The Due Diligence Period shall commence on the date that Seller
delivers the Due Diligence Notice to Buyer. Notwithstanding the foregoing, if
Seller delivers any material Due Diligence Materials to Buyer after the date
that Seller delivers the Due Diligence Notice to Buyer, Buyer shall have a
period of up to 180 days from the date such Due Diligence Materials are
delivered to conduct its due diligence investigation of the Property with
respect to the matters covered by such Due Diligence Materials.

    4.3 BUYER'S CONTINGENCIES. The occurrence or waiver by Buyer of the
following events (collectively, "Buyer's Contingencies") shall be conditions
precedent to Buyer's obligation to purchase the Property:

(a) Buyer's review and approval, before the expiration of the Due Diligence
Period, of matters affecting title to the Property as follows: Buyer shall
advise Seller, within 60 days after the commencement of the Due Diligence
Period, what exceptions to title (i.e., exceptions set forth in the Preliminary
Commitment and exceptions evidenced by the Restrictive Agreements to the extent
not set forth as exceptions in the Preliminary Commitments), if any, will be
accepted by Buyer. Seller shall have 60 days after receipt of Buyer's objections
to give Buyer notice (i) that Seller will remove all objectionable exceptions
from title or (ii) that Seller elects not to cause any such exceptions to be
removed. If Seller fails to give Buyer notice before the expiration of such
60-day period, Seller shall be deemed to have elected not to cause such
objectionable exceptions to be removed. If Seller elects not to cause such
objectionable exceptions to be removed, Buyer shall have until the expiration of
the Due Diligence Period to notify Seller of Buyer's election to either proceed
with the purchase and take the Property subject to such exceptions, or to
terminate this Agreement. If Buyer fails to give Seller notice of its election
before the expiration of the Due Diligence Period, Buyer shall be deemed to have
elected to terminate this Agreement. If Seller gives notice that it will cause
one or more objectionable exceptions to be removed and fails to remove any such
objectionable exceptions from title on or before the Closing Date, Buyer shall
have the right to either (A) elect to terminate this Agreement by written notice
to Seller and Escrow Agent or (B) proceed with the purchase, with an abatement
of the Purchase Price equal to the actual cost of removing such objectionable
exceptions from title, and take the Property subject to such exceptions. Buyer's
failure to provide notice of its election to terminate this Agreement on or
before the Closing Date shall constitute Buyer's election to proceed with the
purchase;

         (b) Buyer's review and approval, before the expiration of the Due
Diligence Period, of the terms, conditions and expiration dates of all land use
and environmental Permits and approvals for the Property then in existence;


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         (c) Buyer's review and approval, before the expiration of the Due
Diligence Period, of the Survey and all other Due Diligence Materials;

         (d) Buyer's review and approval, before the expiration of the Due
Diligence Period, of the credit worthiness of all tenants and licensees of the
Property;

         (e) Buyer's inspection and approval, before the expiration of the Due
Diligence Period, of the physical condition of the Property ("Property
Inspection"), which may take place at any reasonable time upon reasonable prior
notice to Seller and which may include, without limitation, the performance at
Buyer's expense of soil tests (including borings), Hazardous Substance studies,
surveys, engineering inspections and studies and historical use studies;

         (f) Buyer's review and approval of the form and content of the
Easement Agreement before the expiration of the Due Diligence Period;

         (g) Buyer's receipt, by the Closing Date, of written commitments,
satisfactory to Buyer, for funding for 100% of the cost of access improvements
required for Buyer's intended use of the Property, as described in Section 3. 1;

         (h) Buyer's receipt, by the Closing Date, of a Master Use Permit and
all other land use and environmental permits for Buyer's intended use of the
Property, with terms and conditions that are satisfactory to Buyer, and all
permit appeal periods shall have expired by the Closing Date without any
appeals;

         (i) all of Seller's representations and warranties contained in or
made pursuant to this Agreement shall have been true and correct when made and
shall be true and correct as of the Closing Date;

         (j) Seller, at Seller's expense, and to Buyer's satisfaction, shall
have removed from the Property prior to the Closing Date all materials and
debris currently stored on the Property by Seller; Seller and Glacier Park
and/or Burlington Northern Railroad ("BN") and/or their affiliates shall have
completed any environmental cleanup of the Property that is currently under way
and any environmental cleanup of the Property that is required pursuant to any
agreements between Seller and Glacier Park and/or BN and/or their affiliates
that relate to any such cleanup; and the physical condition of the Property
shall otherwise be substantially the same on the Closing Date as on the date of
this Agreement, reasonable wear and tear and destruction or damage by casualty
to only the Improvements excepted;

         (k) except as disclosed to and approved by Buyer in writing, on the
Closing Date there shall be no outstanding contracts made by Seller for any
improvements to the Property that have not been fully paid, and Seller shall
have caused to be discharged all mechanics' and materialmen's liens arising from
any labor or materials furnished to the Property prior to the Closing Date; and

(1) Seller shall timely perform all of its obligations under this Agreement.

    4.4 SATISFACTION/WAIVER OF BUYER'S CONTINGENCIES. Buyer's Contingencies are
solely for the benefit of Buyer. If any of Buyer's Contingencies are not timely
satisfied, Buyer shall have the right, at its sole election, either to waive
such unsatisfied Buyer's Contingencies in writing and proceed with the purchase
or to terminate this Agreement. If Buyer fails to notify Seller in writing
before the expiration of the Due Diligence Period that it is terminating this
Agreement because any of Buyer's Contingencies set forth in Sections 4.3(a)-(f)
have not been timely satisfied, or if Buyer fails to notify Seller in writing on
or before the Closing Date that it is terminating this Agreement because any of
Buyer's Contingencies set forth in Sections 4.3(g)-(1) have not been timely
satisfied, Buyer shall be deemed to have elected to proceed with the purchase
under this Agreement. If Buyer elects to terminate this Agreement because
Buyer's Contingencies set forth in Sections 4.3 (a)-(f) or (i)-(l) have not been
timely satisfied, the escrow shall be terminated, and the Deposits shall
immediately be returned to Buyer. If Buyer elects to terminate this Agreement
because Buyer's Contingencies set forth in Sections 4.3 (g)-(h) have not been
timely satisfied, the escrow shall be terminated, the Initial Deposit shall be
immediately returned to Buyer, and the Additional Deposit (if previously earned)
shall be retained by Seller. In either case, all documents and other funds shall
be returned to the party who deposited them, and neither party shall have any
further rights or obligations under this Agreement, except as otherwise provided
in this Agreement, and except that Seller and Buyer shall each pay one-half of
the cost of terminating the escrow. The Closing Date shall be extended, at
Buyer's request, (a) up to


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30 days if required to allow Buyer's Contingencies set forth in Sections 4.3
(a)-(f) or (i)-(l)to be satisfied, subject to Buyer's further right to terminate
this Agreement upon the expiration of the period of any such extension if all
such Buyer's Contingencies have not been satisfied, and (b) up to 180 days if
required to allow Buyer's Contingencies set forth in sections 4.3 (g)-(h) to be
satisfied, subject to Buyer's further right to terminate this Agreement during
or upon the expiration of such 180-day period if it appears to Buyer that such
Buyer's Contingencies will not be satisfied.

    4.5 SELLER'S CONTINGENCIES. The occurrence or waiver by Seller of the
following events (collectively, "Seller's Contingencies") shall be conditions
precedent to Seller's obligation to sell the Property:

         (a) Seller's review and approval of the form and content of the
Easement Agreement before the expiration of the Due Diligence Period;

         (b) All of Buyer's representations and warranties contained in or made
pursuant to this Agreement shall have been true and correct when made and shall
be true and correct as of the Closing Date; and

(c) Buyer shall timely perform all of its obligations under this Agreement.

4.6 SATISFACTION/WAIVER OF SELLER'S CONTINGENCIES. Seller's Contingencies are
solely for the benefit of Seller. If any of Seller's Contingencies are not
timely satisfied, Seller shall have the right at its sole election either to
waive such unsatisfied Seller's Contingencies in writing and proceed with the
sale or to terminate this Agreement. If Seller fails to notify Buyer in writing
before the expiration of the Due Diligence Period that it is terminating this
Agreement because Seller's Contingency set forth in Section 4.5(a) has not been
timely satisfied, or if Seller fails to notify Buyer in writing on or before the
Closing Date that it is terminating this Agreement because either of Seller's
Contingencies set forth in Sections 4.5(b) and (c) has not been satisfied,
Seller shall be deemed to have elected to proceed with the sale under this
Agreement. If Seller elects to terminate this Agreement because Seller's
Contingencies have not been timely satisfied or waived, the escrow shall be
terminated, the Initial Deposit and the Additional Deposit (if previously
earned) shall be retained by Seller, all documents and other funds shall be
returned to the party who deposited them, and neither party shall have any
further rights or obligations under this Agreement, except as otherwise provided
in this Agreement, and except that Seller and Buyer shall each pay one-half of
the cost of terminating the escrow. The Closing Date may be extended, upon
written agreement of Buyer and Seller, up to 30 days if required to allow
Seller's Contingencies to be satisfied, subject to Seller's further right to
terminate this Agreement upon the expiration of the period of any such extension
if all such Seller's Contingencies have not been satisfied.

5. LEASES; CONTRACTS

    5.1 LEASES. Buyer shall assume, from and after closing, all Leases
affecting the Property that are disclosed to Buyer prior to the expiration of
the Due Diligence Period or that Buyer approves in accordance with Section 12.2,
and Seller shall at closing assign such Leases to Buyer. Seller shall, prior to
closing, obtain all consents that are necessary in connection with such
assignment and assumption.

    5.2 CONTRACTS. Buyer shall assume, from and after closing, all Contracts
and Restrictive Agreements affecting the Property that are disclosed to and
approved by Buyer prior to the expiration of the Due Diligence Period, and
Seller shall at closing assign such Contracts and Restrictive Agreements and all
warranties, guaranties and Permits relating to the Property to Buyer. Seller
shall, prior to closing, obtain all consents that are necessary in connection
with such assignment and assumption.

6. ESCROW AND CLOSING

    6.1 ESCROW. Upon the execution of this Agreement by both parties, the
parties shall deposit with Title Company a copy of this Agreement, and this
Agreement shall serve as the instructions to Title Company as the escrow agent
for consummating the purchase and sale contemplated hereby. (Title Company, when
acting in its capacity as escrow agent, is referred to as "Escrow Agent".)
Seller and Buyer shall execute such additional and supplementary escrow
instructions as may be appropriate or required by Escrow Agent to enable Escrow
Agent to comply with the terms of this Agreement.


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    6.2 CLOSING DATE. The closing hereunder shall be held at the offices of
Title Company described in Section 2.1 on February 1, 1996, provided that all of
Buyer's Contingencies and Seller's Contingencies have then been either satisfied
or waived in accordance with Sections 4.3-4.6, or such other date prior thereto
as Seller and Buyer may agree to in writing ("Closing Date").

6.3 CLOSING

         6.3.1 SELLER'S ESCROW DEPOSITS. On or before the Closing Date, Seller
shall deposit into escrow the following:

(a) the duly executed and acknowledged Deed;

(b) the duly executed Bill of Sale;

(c) duly executed counterparts of the Easement Agreement;

         (d) originals (or copies certified by Seller to be true and complete)
of all Leases (and any amendments thereto), all records and correspondence
relating thereto, all security deposits relating thereto (the amount of which
Buyer may take as a credit against the Purchase Price under Section 6.5) and
duly executed and acknowledged counterparts of an assignment and assumption of
Leases substantially the same in form and substance as EXHIBIT D attached hereto
and made a part hereof ("Lease Assignment");

         (e) originals (or copies certified by Seller to be true and complete)
of all Contracts and Restrictive Agreements (and any amendments thereto) to be
continued by Buyer after closing, and originals or copies of any warranties or
guaranties received by Seller from any contractors, subcontractors, suppliers or
materialmen in connection with any construction, repairs or alterations of the
Improvements, originals of all Permits and duly executed counterparts of an
assignment and assumption of Contracts, Restrictive Agreements, warranties and
guaranties, Permits and Intangible Property, substantially the same in form and
substance as EXHIBIT E attached hereto and made a part hereof ("Contract
Assignment");

         (f) a UCC search from a reputable search firm indicating that, as of a
date not earlier than one week prior to the Closing Date, there are no filings
against Seller in the office of the Department of Licensing of the State of
Washington that would be a lien on any of the Property (other than such filings,
if any, as are being released at the time of closing or are approved by Buyer in
writing);

(g) duly executed tenant estoppel certificates from all tenants occupying any
portion of the Property, substantially the same in form and substance as EXHIBIT
F attached hereto and made a part hereof and, if previously requested by Buyer,
duly executed estoppel certificates relating to any reciprocal easement
agreements specified by Buyer, substantially the same in form and substance as
EXHIBIT G attached hereto and made a part hereof;

         (h) notices of the sale of the Property to be sent to the tenants and
licensees of the Property, in form and substance satisfactory to Buyer;

         (i) an affidavit in form and substance satisfactory to Buyer that
Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the
United States Internal Revenue Code ("Code");

         (j) a closing statement, to be prepared by Escrow Agent, in form and
substance satisfactory to Buyer and Seller;

         (k) any other documents, instruments, records, correspondence and
agreements called for hereunder that have not previously been delivered; and

         (1) any consents required to be obtained from any third parties in
order to consummate the purchase and sale under this Agreement, including,
without limitation, a certified copy of the Port Commission approval of the
transaction contemplated by this Agreement.


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Buyer may waive Buyer's right to receive any of the foregoing items by giving
Seller and Escrow Agent written notice thereof.

         6.3.2 BUYER'S ESCROW DEPOSITS. On or before the Closing Date, Buyer
shall deposit into escrow the following:

(a) duly executed counterparts of the Easement Agreement;

         (b) duly executed counterparts of the Lease Assignment and the
Contract Assignment;

         (c) a settlement statement, to be prepared by Escrow Agent, in form
and substance satisfactory to Buyer and Seller; and

(d) all documents and funds required to close escrow.

         6.3.3 ADDITIONAL INSTRUMENTS AND DOCUMENTATION. Seller and Buyer shall
each deposit into escrow such other instruments and documents as are reasonably
required by Escrow Agent or otherwise to close the escrow and consummate the
purchase and sale of the Property in accordance with this Agreement.

    6.4 PRORATIONS. Rents and license fees actually collected, whether such
collection occurs prior to, on or after closing (any delinquent rents or license
fees collected after closing shall be applied in the inverse order of
delinquency), real property taxes, installments of assessments due for the year
of closing, water, sewer and utility charges, amounts payable under the
Contracts, if any, that Buyer determines will be continued after closing, annual
permit and/or inspection fees (calculated on the basis of the period covered),
insurance premiums, as to those POLICIES of Seller, if any, that Buyer
determines will be continued after closing, and other expenses normal to the
operation and maintenance of the Property shall be prorated on the basis of a
360-day year as of the Closing Date. Such prorations shall take into account any
sums prepaid or to be paid by tenants as reimbursement for expenses. If any
prorations cannot be calculated accurately on the Closing Date or if any rents
or license fees have not been received as of the Closing Date, then the same
shall be calculated as soon thereafter as possible, and if either party owes the
other party a sum of money based on such prorations, such party shall promptly
pay such sum to the other party, together with interest thereon at the rate of
12% per annum from the Closing Date to the date of payment if payment is not
made within 10 days after delivery of a bill therefor. Notwithstanding any other
provision of this Agreement to the contrary, if Buyer becomes liable after
closing for payment of any real property taxes or assessments assessed against
the Property for any period of time prior to the Closing Date, Seller shall pay
to Buyer, upon demand, an amount equal to such real property tax or assessment.

    6.5 CLOSING COSTS. Seller shall pay a portion of the premium for the Title
Policy that is equal to the cost of providing standard coverage and the cost of
any standard endorsements to the Title Policy requested by Buyer. Buyer shall
pay the balance of the premium for the Title Policy and the cost of any special
endorsements to the Title Policy required by Buyer. Seller shall pay any State
of Washington real estate excise taxes applicable to the sale. Seller shall pay
all leasing commissions and tenant improvement costs accrued in connection with
any lease executed on or before closing. Buyer shall be entitled to a credit
against the Purchase Price for the total sum of all security deposits paid to
Seller by tenants under the Leases unless such deposits are delivered to Buyer
at closing. Buyer shall pay the cost of recording the Deed. Buyer and Seller
shall each pay one-half of Escrow Agent's fee.

7. REPRESENTATIONS AND WARRANTIES

    7.1 SELLER'S REPRESENTATION AND WARRANTIES. Seller represents and warrants
to Buyer as follows:

         (a) (i) To the best of Seller's knowledge, without inquiry, there are
no material physical, structural, design or mechanical defects of the Property,
including, without limitation, the plumbing, heating, air conditioning and
electrical systems, and all such items are in good operating condition and
repair; and (ii) to the best of Seller's knowledge, all such items are in
compliance with all applicable governmental laws and regulations;


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         (b) To the best of Seller's knowledge, the use and operation of the
Property are in full compliance with applicable zoning, comprehensive plan, land
use, subdivision, environmental, building, construction and other local, state
and federal laws and regulations; Seller makes this representation and warranty
without regard to exceptions or exemptions to such laws and regulations that are
applicable to Seller because of its status as a limited purpose municipal
corporation;

         (c) All Due Diligence Materials and other instruments and documents
delivered to Buyer pursuant to this Agreement are complete and accurate
originals or copies and are, to the best of Seller's knowledge, in full force
and effect, without default by any party;

         (d) There are no condemnation, environmental, zoning or other land-use
regulation proceedings instituted or, to the best of Seller's knowledge, planned
to be instituted, that would materially and detrimentally affect the use and
operation of the Property as Buyer's corporate and research and development
headquarters or materially affect the value of the Property, nor has Seller
received notice of any special assessment proceedings affecting the Property;

         (e) To the best of Seller's knowledge, all water, sewer, gas,
electric, telephone and drainage facilities and all other utilities required by
law or by the normal use and operation of the Property, as presently used, are
installed to the property lines of the Property, are connected pursuant to valid
permits and are adequate to service the Property and to permit full compliance
with all requirements of law and normal use of the Property, as presently used;

         (f) Seller has obtained all licenses, permits and easements and
rights-of-way, including proof of dedication, required from all governmental
authorities having jurisdiction over the Property or from private parties for
the normal use and operation of the Property, as presently used, and to ensure
vehicular and pedestrian ingress to and egress from the Property, as presently
used;

         (g) There is no litigation pending or, to the best of Seller's
knowledge, threatened against Seller or any basis therefor that arises out of
the ownership of the Property or that might detrimentally affect the use or
operation of the Property as Buyer's corporate and research and development
headquarters or the ability of Seller to perform its obligations under this
Agreement, or that might materially affect the value of the Property;

         (h) Seller is a Washington special purpose municipal corporation duly
organized and validly existing under the laws of the State of Washington; this
Agreement is, and all documents executed by Seller that are to be delivered to
Buyer at closing will be, (i) duly authorized, executed, and delivered by
Seller, (ii) legal, valid and binding obligations of Seller, (iii) sufficient to
convey title (if they purport to do so) and (iv) in compliance with all
provisions of all agreements and judicial orders to which Seller is a party or
to which Seller or all or any portion of the Property is subject;

         (i) There is no fact that would prevent Buyer from using and operating
the Property after closing in the normal manner in which the Property is
presently being used and operated;

         (j) Seller is not a "foreign person" within the meaning of Section
1445(f)(3) of the Code;

         (k) To the best of Seller's knowledge, there has been no generation,
storage, transportation, release, deposit, spill, use, placement or disposal on,
in or under the Property or any properties adjacent thereto of any Hazardous
Substances (except for that caused by Glacier Park and/or BN and/or any of their
affiliates as shall be disclosed in the Due Diligence Materials), and there is
no proceeding or inquiry by any governmental body with respect thereto. To the
best of Seller's knowledge, none of the Improvements contain any hazardous
building materials or toxic substances, including, without limitation, asbestos
or polychlorinated biphenols. A "Hazardous Substance" is any hazardous or toxic
substance, material, or waste, including, but not limited to, (i) those
substances, materials, and wastes listed in the United States Department of
Transportation Hazardous Materials Table (49 C.F.R. 172.101) or by the United
States Environmental Protection Agency as a hazardous substance (40 C.F.R. Part
302 and amendments thereto), (ii) petroleum products and their derivatives, and
(iii) such other substances, materials and wastes as become regulated or subject
to cleanup under any local, state or federal laws or regulations; and


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         (1) No person or entity has any right of first refusal or option to
acquire any interest in the Property or any part thereof, and Seller has not
sold or contracted to sell the Property or any portion thereof or interest
therein other than as set forth herein.

    7.2 BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants
to Seller as follows: Buyer is a Washington corporation duly organized and
validly existing under the laws of the State of Washington and is in good
standing under the laws of the State of Washington; this Agreement is, and all
documents executed by Buyer that are to be delivered to Seller at closing will
be, (a) duly authorized, executed, and delivered by Buyer, (b) legal, valid, and
binding obligations of Buyer and (c) in compliance with all provisions of all
agreements and judicial orders to which Buyer is a party or to which it is
subject.

8. INDEMNIFICATION.

    8.1 GENERALLY. Each party hereby agrees to indemnify, defend and hold
harmless the other party from and against any and all claims, demands,
liabilities, costs, expenses, penalties, damages and losses (including, without
limitation, reasonable attorneys' fees) resulting from any material
misrepresentation, material breach of warranty or material breach of covenant
made by such party under this Agreement or under any document given or delivered
to the other pursuant to or in connection with this Agreement.

    8.2 BY BUYER. Buyer hereby agrees to indemnify, defend and hold harmless
Seller from and against any and all claims, demands, liabilities, costs,
expenses, penalties, damages and losses (including, without limitation,
reasonable attorneys' fees) arising out of Buyer's physical inspection or
environmental cleanup of the Property prior to closing.

8.3 PROCEDURE. If either party receives notice of a claim or demand against
which it is entitled to indemnification pursuant to this Section 8, such party
shall immediately give notice thereof to the other party. The party obligated to
indemnify shall immediately take such measures as may be reasonably required to
properly and effectively defend such claim, and may defend the same with counsel
of its own choosing approved by the other party (which approval shall not be
unreasonably withheld or delayed). If the party obligated to indemnify fails to
defend such claim properly and effectively, then the party entitled to
indemnification may defend such claim with counsel of its own choosing at the
expense of the party obligated to indemnify.

    8.4 SURVIVAL. The indemnification provisions of this Section 8 shall
survive beyond the delivery of the Deed and transfer of title, or, if title is
not transferred pursuant to this Agreement, beyond any termination of this
Agreement.

9. LOSS BY CASUALTY; CONDEMNATION. If, prior to closing, the Property, or any
part thereof, is destroyed or damaged by a casualty, or if condemnation
proceedings are commenced against the Property, Buyer shall have the right, by
giving written notice of such decision to Seller within 30 days after receiving
written notice of such destruction, damage or condemnation proceedings, to
terminate this Agreement. If Buyer so terminates this Agreement, the escrow
shall be terminated, the Deposits shall immediately be returned to Buyer, all
documents and other funds shall be returned to the party who deposited them,
and, neither party shall have any further rights or obligations hereunder,
except as otherwise provided in this Agreement, and except that Seller shall pay
any costs of terminating the escrow. If, however, only the Improvements are
destroyed or damaged by a casualty, Buyer shall not have the right to terminate
this Agreement, and shall accept the Property in its then-condition. If Buyer
elects or is required to accept the Property in its then-condition, all proceeds
of insurance or condemnation awards payable to Seller by reason of such
destruction, damage or condemnation, up to the amount of the Purchase Price,
shall be paid or assigned to Buyer; in addition, Buyer shall be entitled to
receive a credit at closing for the amount of any deductible under any
applicable insurance policies of Seller, unless such deductible is paid by
Seller.


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10. POSSESSION. Seller shall deliver possession of the Property to Buyer on the
Closing Date, subject to rights of tenants in possession. However, from and
after the date this Agreement is executed by both parties and through the
Closing Date, Seller shall afford Buyer and Buyer's authorized agents and
representatives reasonable prior access to the Property in order to (a) conduct
the Property Inspection, (b) satisfy Buyer that all of Seller's representations
and warranties under this Agreement are true and that all of Buyer's
Contingencies and Seller's covenants under this Agreement have occurred in
accordance with this Agreement and (c) conduct an environmental cleanup of the
Property if Buyer is not satisfied with the environmental condition of the
Property. Buyer shall indemnify, defend and hold Seller harmless from and
against any and all loss or liability arising from the entry by Buyer, its
agents and representatives on the Property prior to the Closing Date, except to
the extent caused by the gross negligence of Seller or Seller's agents,
employees, tenants or contractors.

11. MAINTENANCE OF THE PROPERTY. From the date this Agreement is executed and
until closing, Seller shall (a) maintain the Property in its present condition
and repair, reasonable wear and tear excepted, except as otherwise provided in
this Agreement, (b) perform all work required to be done by the landlord under
the Leases, and (c) otherwise operate the Property in the same manner as before
the making of this Agreement.

12. BUYER'S CONSENT TO NEW CONTRACTS AFFECTING THE PROPERTY

    12.1 GENERALLY. From the date of this Agreement and until closing or any
termination of this Agreement, Seller shall not enter into any lease, lease
amendment, contract, contract amendment, agreement or agreement amendment
relating to the Property or waive any rights of Seller under any of the
foregoing or permit any tenant of the Property to enter into any sublease,
assignment of lease, contract or agreement relating to the Property without, in
each case, obtaining Buyer's prior written consent. Buyer shall not unreasonably
withhold or delay its consent to any of the foregoing.

    12.2 SELLER'S RESERVED RIGHTS. Notwithstanding the provisions of Section
12.1, Seller reserves the right to execute, deliver and record leases of all or
portions of the Property provided that (a) the term of each such lease commences
prior to the Closing Date; (b) each such lease grants Seller and its successors
the right to terminate such lease without penalty as of the Closing Date, (c)
the execution, delivery and performance of each such lease can be accomplished
without breaching any of Seller's representations, warranties and covenants
hereunder; and (d) Seller obtains Buyer's prior written consent to each such
lease. Buyer shall not unreasonably withhold or delay its consent to any such
lease.

13. EVENTS OF DEFAULT

    13.1 BY SELLER. If there is an event of default under this Agreement by
Seller (including a material breach of any representation, warranty or covenant
set forth herein), and if there is then no event of default under this Agreement
by Buyer, Buyer shall be entitled, in addition to all other remedies available
at law or in equity, (a) to seek specific performance of Seller's obligations
hereunder or (b) to terminate this Agreement pursuant to Section 4.4 by written
notice to Seller and Escrow Agent.

    13.2 BY BUYER. If Buyer fails, without any default by Seller or failure of
any of Buyer's Contingencies, and without legal excuse, to complete the purchase
of the Property, Seller's sole and exclusive remedy shall be the termination of
this Agreement and the retention of the Initial Deposit and Additional Deposit
(if previously earned), and in such event Buyer waives and releases any claim
that Seller's retention of the Initial Deposit and Additional Deposit (if
previously earned) is an unenforceable penalty or forfeiture, or that Seller is
not entitled to retain the Initial Deposit and Additional Deposit (if previously
earned).

14. NOTICES. Any notice under this Agreement shall be in writing, state the
section of this Agreement to which it relates and be personally delivered,
delivered by recognized overnight courier service or given by mail or via
facsimile. Any notice given by mail shall be sent, postage prepaid, by certified
or registered mail, return receipt requested. Any notice given by facsimile
shall be verified by telephone. All notices shall be addressed to the parties at
the following addresses or at such other addresses as the parties may from time
to time direct in writing:


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Seller             The Port of Seattle
                   Pier 66
                   P.O. Box 1209
                   Seattle, Washington 98111
                   Attention: Al Lowe
                   Facsimile No.: (206) 728-3280
                   Telephone No.: (206) 728-3071
With a copy to:    Alston, Courtnage, MacAulay & Proctor
                   1000 Second Avenue, Suite 3900
                   Seattle, Washington 98104-1045
                   Attention: Constance L. Proctor, Esq.
                   Facsimile No.: (206) 623-1752
                   Telephone No.: (206) 623-7600
Buyer:             Immunex Corporation
                   51 University Street
                   Seattle, Washington 98101
                   Attention: Susan Erb
                   Facsimile No.: (206) 587-0606
                   Telephone No.: (206) 587-0430

                   Any notice shall be deemed to have been given, if personally
delivered, when delivered, and if delivered by courier service, one business day
after deposit with such courier service, and if mailed, two business days after
deposit at any post office in the United States of America, and if delivered via
facsimile, the same day as verified by telephone.

15. BROKERS AND FINDERS. Neither party has had any contact or dealings regarding
the Property, or any communication in connection with the subject matter of this
transaction, through any licensed real estate broker or other person who can
claim a right to a commission or finder's fee as a procuring cause of the
purchase and sale contemplated hereby, except for David Alexander Company, which
represents Buyer and the commission of which shall be 4% of the Purchase Price
and payable if and when closing occurs. Each of the parties shall pay one-half
of such commission at closing. If any other broker or finder perfects a claim
for a commission or finder's fee based upon any such contact, dealings or
communication, the party through whom the broker or finder makes the claim shall
be responsible for such commission or fee and all costs and expenses (including
reasonable attorneys' fees) incurred by the other party in defending such claim.
The provisions of this Section 15 shall survive the delivery of the Deed and
transfer of title.

16. RIGHT OF FIRST OPPORTUNITY. If, after purchasing the Property, Buyer decides
not to develop the Property and to sell it in its then-condition, Buyer shall
give Seller written notice thereof ("Buyer's Notice"), and Seller shall have the
right of first opportunity to purchase the Property at its then-fair market
value ("Fair Market Value"). If Seller desires to exercise its right of first
opportunity to purchase the Property, Seller shall give Buyer written notice
thereof within 5 days after receiving Buyer's Notice, and the parties shall
thereafter seek to agree upon the Fair Market Value. If the parties are unable
to agree upon the Fair Market Value within 15 days after the date of Buyer's
Notice, each party shall, within 5 days thereafter, at its cost and by giving
written notice to the other party, appoint an MAI real estate appraiser with at
least 10 years' full-time commercial appraisal experience in Seattle,
Washington, to determine the Fair Market Value. The 2 appraisers shall seek to
agree upon the Fair Market Value. If they are unable to agree upon the Fair
Market Value within 15 days after the second appraiser was appointed, they shall
select a third appraiser meeting the qualifications stated in this Section
within 5 days after the expiration of such 15-day period. If they are unable to
timely agree on the third appraiser, either of the parties, by giving 5 days'
written notice to the other, may apply to the presiding judge of the Superior
Court of King County, Washington for the selection of the third appraiser. Each
of the parties shall bear one-half of the cost of appointing the third appraiser
and of paying the third appraiser's fees. The third appraiser, however selected,
shall be a person who has not previously acted in any capacity for either party.
Within 15 days after the selection of the third appraiser, a majority of the
appraisers shall determine the Fair Market Value. If a majority of the
appraisers are unable to timely agree upon the Fair Market Value, the 3
appraisals shall be added together, the total shall be divided by 3, and the
resulting quotient shall be the Fair Market Value. If, however, the low
appraisal or the high appraisal is more than 10% lower or higher than the middle
appraisal, such appraisal shall be disregarded. The remaining 2 appraisals shall
then be added together, the total shall be divided by 2, and the resulting
quotient shall be the Fair Market Value. If both the low appraisal and the high
appraisal are disregarded, the middle appraisal shall be the Fair Market Value.
After the Fair Market Value has been set, the appraisers shall immediately
notify the


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parties thereof in writing, and such Fair Market Value shall be binding upon the
parties. Seller and Buyer shall have 30 days following the delivery of the
appraisers' notice to negotiate on an exclusive basis and in good faith to enter
into a purchase and sale agreement for the Property. If Seller and Buyer execute
a binding purchase and sale agreement for the Property within such 30-day
period, they shall thereafter perform their respective obligations thereunder.
If Seller and Buyer fail to execute a binding purchase and sale agreement for
the Property within such 30-day period, Seller's rights under this Section 16
shall expire, and Buyer shall have the right to market and sell the Property to
third parties.

17. SUCCESSORS AND ASSIGNS. Buyer shall not assign this Agreement without
Seller's prior written consent. Seller acknowledges that Buyer is considering
reincorporating in the State of Washington. If such reincorporation occurs, it
shall not be considered an assignment for purposes of this Agreement.
Notwithstanding the foregoing, Buyer may, without obtaining Seller's prior
written consent, assign its rights hereunder to Buyer's parent corporation or
any of its subsidiaries or affiliates, provided that (a) the assignee agrees in
writing to assume all of Buyer's obligations hereunder with respect to the
Property, and (b) Buyer shall in no respect be released from its obligations
hereunder. Subject to the foregoing, this Agreement shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns.

18. AMENDMENTS. This Agreement may be amended or modified only by a written
instrument executed by Seller and Buyer.

19. CONTINUATION AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties by the respective parties contained herein or
made in writing pursuant to this Agreement are intended to and shall remain true
and correct as of the time of closing, shall be deemed to be material and shall
survive the execution and delivery of this Agreement and the delivery of the
Deed and transfer of title. All statements contained in any certificate or other
instrument delivered at any time by or on behalf of Seller in conjunction with
the transaction contemplated hereby shall constitute representations and
warranties hereunder. The obligations of the parties pursuant to Sections 6.4,
8, 15 and 16 shall also survive the execution and delivery of this Agreement and
the delivery of the Deed and transfer of title.

20. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.

21. ENTIRE AGREEMENT. This Agreement and the exhibits hereto constitute the
entire agreement between the parties with respect to the purchase and sale of
the Property and supersedes all prior agreements and understandings between the
parties hereto relating to the subject matter hereof.

22. ENFORCEMENT. If either party hereto fails to perform any of its obligations
under this Agreement or if a dispute arises concerning the meaning or
interpretation of any provision of this Agreement, the defaulting party or the
party not prevailing in such dispute, as the case may be, shall pay any and all
costs and expenses incurred by the other party in enforcing or establishing its
rights hereunder, including, without limitation, court costs and reasonable
attorneys' fees.

23. TIME OF THE ESSENCE. Time is of the essence of this Agreement.

24. EXCLUSIVITY. Seller shall not actively market the Property to prospective
purchasers or actively negotiate for the placement of mortgage financing on the
Property until after the expiration of the Due Diligence Period, and then only
if Buyer elects not to purchase the Property.

25. COUNTERPARTS. This Agreement may be signed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

26. WAIVER. Neither Seller's nor Buyer's waiver of the breach of any covenant
under this Agreement shall be construed as a waiver of the breach of any other
covenants or as a waiver of a subsequent breach of the same covenant.


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27. CONFIDENTIAL INFORMATION. All information (including the information
contained in the Due Diligence Materials) disclosed by Seller to Buyer shall be
considered confidential information and shall not be disclosed to any third
party without Seller's written consent, except for (a) information that is in
the public domain or comes into the public domain through no fault of Buyer; (b)
information learned by Buyer from a third party entitled to disclose such
information; (c) information developed by Buyer independently of knowledge or
information obtained by Buyer from Seller; (d) information already known to
Buyer before receipt from Seller, as shown by Buyer's prior written records; and
(e) information that Buyer is required to disclose under applicable law. All
information disclosed by Buyer to Seller shall be considered confidential
information and shall not be disclosed to any third party without Buyer's
written consent, except for (a) information that is in the public domain or
comes into the public domain through no fault of Seller; (b) information learned
by Seller from a third party entitled to disclose such information; (c)
information developed by Seller independently of knowledge or information
obtained by Seller from Buyer; (d) information already known to Seller before
receipt from Buyer, as shown by Seller's prior written records; and (e)
information that Seller is required to disclose under applicable law.

28. GOOD FAITH. Buyer and Seller shall perform their respective obligations
under this Agreement in good faith and with diligence.


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    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

SELLER:                 THE PORT OF SEATTLE, a limited purpose municipal
                        corporation
                        By  /s/  M.R. Dinsmore
                        Name  M.R. Dinsmore
                        Title  Executive Director

BUYER:                  IMMUNEX CORPORATION, a Washington corporation
                        By  /s/  Michael L. Kranda
                        Name  Michael L. Kranda
                        Title  President and COO


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