##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K
   ANNUAL REPORT
 PURSUANT TO SECTION 13 OR
    15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
  For the fiscal year ended December 31, 2008
  Commission file
    number: 1-32261
   
  BIOMED REALTY TRUST,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Maryland(State or other jurisdiction
    of
    incorporation or organization)

20-1142292(I.R.S. Employer
    Identification No.)17190 Bernardo Center Drive
    San Diego, California(Address of Principal
    Executive Offices)

92128(Zip
    Code)   (858) 485-9840
  (Registrants telephone
    number, including area code)
 Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.01 Par Value
    7.375% Series A Cumulative Redeemable Preferred Stock,
    $0.01 Par Value

New York Stock Exchange
    New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act: None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





BIOMED
    REALTY TRUST, INC.
  FORM 10-K 
    ANNUAL REPORT
 FOR THE
    YEAR ENDED DECEMBER 31, 2008
  TABLE OF
    CONTENTS
   
 PagePART IItem 1


Business


2Item 1A


Risk Factors


9Item 1B


Unresolved Staff Comments


27Item 2


Properties


27Item 3


Legal Proceedings


31Item 4


Submission of Matters to a Vote of Security
    Holders


31PART IIItem 5


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


32Item 6


Selected Financial Data


33Item 7


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


35Item 7A


Quantitative and Qualitative Disclosures About
    Market Risk


57Item 8


Financial Statements and Supplementary Data


59Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


101Item 9A


Controls and Procedures


101Item 9B


Other Information


102PART IIIItem 10


Directors, Executive Officers and Corporate
    Governance


102Item 11


Executive Compensation


102Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


102Item 13


Certain Relationships and Related Transactions,
    and Director Independence


102Item 14


Principal Accountant Fees and Services


103PART IVItem 15


Exhibits and Financial Statement Schedules


103EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   1




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##### Table of Contents



PART I  Item 1.
    Business  Forward-Looking
    Statements
    
    adverse economic or real estate developments in the life science
    industry or in our target markets, including the ability of our
    tenants to obtain funding to run their businesses,
    our failure to obtain necessary outside financing on favorable
    terms or at all, including the continued availability of our
    unsecured line of credit,
    general economic conditions, including downturns in the national
    and local economies,
    volatility in financial and securities markets,
    defaults on or non-renewal of leases by tenants,
    our ability to compete effectively,
    increased interest rates and operating costs,
    our ability to successfully complete real estate acquisitions,
    developments and dispositions,
    risks and uncertainties affecting property development and
    construction,
    our failure to successfully operate acquired properties and
    operations,
    our failure to maintain our status as a real estate investment
    trust, or REIT,
    government approvals, actions and initiatives, including the
    need for compliance with environmental requirements, and
    changes in real estate, zoning and other laws and increases in
    real property tax rates.    General
   2




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(858) 485-9840. Form 10-K, Form 10-Q, Form 8-K
  2008
    Highlights
  Leasing
            |
 3




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Development
    Rentable


Percent


PercentProperty

Square Feet


In-Service


LeasedCenter for Life
    Science | Boston


704,159



87.1
%


87.1
%530 Fairview Avenue


96,188



27.5
%


65.9
%Landmark at Eastview II


360,520







69.2
%9865 Towne Centre Drive


83,866



100.0
%


100.0
%Total/Weighted-Average


1,244,733



58.1
%


81.1
%   Financings
          Acquisitions
    and Dispositions
      |
    Senior
    Management
   4




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Dividends
    Growth
    Strategy
      
    negotiating leases with contractual rental rate increases in
    order to provide predictable and consistent earnings growth,
    creating strong relationships with our tenants to enable us to
    identify and capitalize on opportunities to renew or extend
    existing leases or to provide expansion space,
    redeveloping currently owned non-laboratory space into higher
    yielding laboratory facilities, and
    developing new laboratory and office space on land we have
    acquired for development.    
    acquiring well-located properties leased to high-quality life
    science tenants with attractive in-place yields and long-term
    growth potential,
    investing in properties with leasing opportunities, capitalizing
    on our industry relationships to enter into new leases, and
    investing in redevelopment and development projects,
    capitalizing on our development platform that we believe will
    serve as an additional catalyst for future growth.  Target
    Markets
    Positive
    Life Science Industry Trends
    
    the aging of the U.S. population resulting from the
    transition of baby boomers to senior citizens, which has
    increased the demand for new drugs and health care treatment
    alternatives to extend, improve and enhance their quality of
    life,
    the high level of research and development expenditures, as
    represented by a Pharmaceutical Research and Manufacturers of
    America (PhRMA) survey indicating that research and development
    spending by its 5




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members climbed to a record $44.5 billion in 2007 from
    $43.4 billion in the prior year, and when combined with
    non-member companies, totaled a record $58.8 billion in
    2007, and  
    escalating health care costs, which drive the demand for better
    drugs, less expensive treatments and more services in an attempt
    to manage such costs.    Experienced
    Management
    Regulation
  General
    Americans
    with Disabilities Act
    Environmental
    Matters
  clean-up clean-up clean-up
   6




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and/or
       7




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Insurance
    Competition
    
    our expertise in understanding the real estate needs of life
    science industry tenants,
    our ability to identify, acquire and develop properties with
    generic laboratory infrastructure that appeal to a wide range of
    life science industry tenants, and
    our expertise in identifying and evaluating life science
    industry tenants.   8




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Foreign
    Operations
    Item 1A.
    Risk
    Factors    Risks
    Related to Our Properties, Our Business and Our Growth
    Strategy
  Because we lease our properties to a limited number of
    tenants, and to the extent we depend on a limited number of
    tenants in the future, the inability of any single tenant to
    make its lease payments could adversely affect our business and
    our ability to make distributions to our stockholders.
        Tenants in the life science industry face high levels of
    regulation, expense and uncertainty that may adversely affect
    their ability to pay us rent and consequently adversely affect
    our business.
    
    As discussed above, our tenants require significant outlays of
    funds for the research and development and clinical testing of
    their products and technologies. If private investors, the
    government, public markets or other sources of funding are
    unavailable to support such development, a tenants
    business may fail. 9




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
    The research and development, clinical testing, manufacture and
    marketing of some of our tenants products require federal,
    state and foreign regulatory approvals. The approval process is
    typically long, expensive and uncertain. Even if our tenants
    have sufficient funds to seek approvals, one or all of their
    products may fail to obtain the required regulatory approvals on
    a timely basis or at all. Furthermore, our tenants may only have
    a small number of products under development. If one product
    fails to receive the required approvals at any stage of
    development, it could significantly adversely affect our
    tenants entire business and its ability to pay rent.
    Our tenants with marketable products may be adversely affected
    by health care reform efforts and the reimbursement policies of
    government or private health care payers.
    Our tenants may be unable to adequately protect their
    intellectual property under patent, copyright or trade secret
    laws. Failure to do so could jeopardize their ability to profit
    from their efforts and to protect their products from
    competition.
    Collaborative relationships with other life science entities may
    be crucial to the development, manufacturing, distribution or
    marketing of our tenants products. If these other entities
    fail to fulfill their obligations under these collaborative
    arrangements, our tenants businesses will suffer.    The bankruptcy of a tenant may adversely affect the income
    produced by and the value of our properties.
    We may be unable to acquire, develop or operate new
    properties successfully, which could harm our financial
    condition and ability to pay distributions to our
    stockholders.
    
    we may be unable to obtain financing on favorable terms (or at
    all), including continued access to our unsecured line of credit,
    changing market conditions, including competition from others,
    may diminish our opportunities for acquiring a desired property
    on favorable terms or at all. Even if we enter into agreements
    for the acquisition of properties, these agreements are subject
    to customary conditions to closing, including completion of due
    diligence investigations to our satisfaction,
    we may spend more time or money than we budget to improve or
    renovate acquired properties or to develop new properties,
    we may be unable to quickly and efficiently integrate new
    properties, particularly if we acquire portfolios of properties,
    into our existing operations,
    we may fail to obtain the financial results expected from the
    properties we acquire or develop, making them unprofitable or
    less profitable than we had expected, 10




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
    market and economic conditions may result in higher than
    expected vacancy rates and lower than expected rental rates,
    we may fail to retain tenants that have pre-leased our
    properties under development if we do not complete the
    construction of these properties in a timely manner or to the
    tenants specifications,
    we have a limited history in conducting
    ground-up
    construction activities,
    if we develop properties, we may encounter delays or refusals in
    obtaining all necessary zoning, land use, building, occupancy
    and other required governmental permits and authorizations,
    acquired and developed properties may have defects we do not
    discover through our inspection processes, including latent
    defects that may not reveal themselves until many years after we
    put a property in service, and
    we may acquire land, properties or entities owning properties,
    which are subject to liabilities and for which, in the case of
    unknown liabilities, we may have limited or no recourse.      Because particular upgrades are required for life science
    tenants, improvements to our properties involve greater
    expenditures than traditional office space, which costs may not
    be covered by the rents our tenants pay.
    
    reinforced concrete floors,
    upgraded roof structures for greater load capacity,
    increased floor-to-ceiling clear heights,
    heavy-duty HVAC systems,
    enhanced environmental control technology,
    significantly upgraded electrical, gas and plumbing
    infrastructure, and
    laboratory benchwork.    Because of the unique and specific improvements required for
    our life science tenants, we may be required to incur
    substantial renovation costs to make our properties suitable for
    other life science tenants or other office tenants, which could
    adversely affect our operating performance.
   11




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Our success depends on key personnel with extensive
    experience dealing with the real estate needs of life science
    tenants, and the loss of these key personnel could threaten our
    ability to operate our business successfully.
    We face risks associated with property acquisitions.
    The geographic concentration of our properties in Boston,
    Maryland and California makes our business particularly
    vulnerable to adverse conditions affecting these markets.
   12




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Our tax indemnification and debt maintenance obligations
    require us to make payments if we sell certain properties or
    repay certain debt, which could limit our operating
    flexibility.
      Future acts of terrorism or war or the risk of war may have a
    negative impact on our business.
    Risks
    Related to the Real Estate Industry
  Our performance and value are subject to risks associated
    with the ownership and operation of real estate assets and with
    factors affecting the real estate industry.
   13




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
    local oversupply, increased competition or reduced demand for
    life science office and laboratory space,
    inability to collect rent from tenants,
    vacancies or our inability to rent space on favorable terms,
    increased operating costs, including insurance premiums,
    utilities and real estate taxes,
    the ongoing need for capital improvements, particularly in older
    structures,
    unanticipated delays in the completion of our development or
    redevelopment projects,
    costs of complying with changes in governmental regulations,
    including tax laws,
    the relative illiquidity of real estate investments,
    changing submarket demographics, and
    civil unrest, acts of war and natural disasters, including
    earthquakes, floods and fires, which may result in uninsured and
    underinsured losses.    
    the continuation or worsening of the current economic
    environment,
    future periods of economic slowdown or recession,
    rising interest rates,
    declining demand for real estate, or
    the public perception that any of these events may occur.    Illiquidity of real estate investments may make it difficult
    for us to sell properties in response to market conditions and
    could harm our financial condition and ability to make
    distributions.
  triple-net
 14




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We may be unable to renew leases, lease vacant space or
    re-lease space as leases expire, which could adversely affect
    our business and our ability to pay distributions to our
    stockholders.
    Significant competition may decrease or prevent increases in
    our properties occupancy and rental rates and may reduce
    our investment opportunities.
    Uninsured and underinsured losses could adversely affect our
    operating results and our ability to make distributions to our
    stockholders.
       15




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We could incur significant costs related to government
    regulation and private litigation over environmental matters
    involving the presence, discharge or threat of discharge of
    hazardous or toxic substances, which could adversely affect our
    operations, the value of our properties, and our ability to make
    distributions to our stockholders.
    
    the owners knowledge of the contamination,
    the timing of the contamination,
    the cause of the contamination, or
    the party responsible for the contamination.        
    may require the removal or upgrade of underground storage tanks,
    regulate the discharge of storm water, wastewater and other
    pollutants,
    regulate air pollutant emissions,
    regulate hazardous materials generation, management and
    disposal, and
    regulate workplace health and safety. 16




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We could incur significant costs related to governmental
    regulation and private litigation over environmental matters
    involving asbestos-containing materials, which could adversely
    affect our operations, the value of our properties, and our
    ability to make distributions to our stockholders.
    Our properties may contain or develop harmful mold, which
    could lead to liability for adverse health effects and costs of
    remediating the problem, which could adversely affect the value
    of the affected property and our ability to make distributions
    to our stockholders.
    Compliance with the Americans with Disabilities Act and
    similar laws may require us to make significant unanticipated
    expenditures.
    We may incur significant unexpected costs to comply with
    fire, safety and other regulations, which could adversely impact
    our financial condition, results of operations, and ability to
    make distributions.
   17




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Risks
    Related to Our Capital Structure
  Debt obligations expose us to increased risk of property
    losses and may have adverse consequences on our business
    operations and our ability to make distributions.
    
    We may not be able to refinance or extend our existing debt. If
    we cannot repay, refinance or extend our debt at maturity, in
    addition to our failure to repay our debt, we may be unable to
    make distributions to our stockholders at expected levels or at
    all.
    Even if we are able to refinance or extend our existing debt,
    the terms of any refinancing or extension may not be as
    favorable as the terms of our existing debt. If the refinancing
    involves a higher interest rate, it could adversely affect our
    cash flow and ability to make distributions to stockholders.
    One or more lenders under our $600.0 million unsecured line
    of credit could refuse to fund their financing commitment to us
    or could fail, and we may not be able to replace the financing
    commitment of any such lenders on favorable terms, or at all.
    Required payments of principal and interest may be greater than
    our cash flow from operations.
    We may be forced to dispose of one or more of our properties,
    possibly on disadvantageous terms, to make payments on our debt.
    If we default on our debt obligations, the lenders or mortgagees
    may foreclose on our properties that secure those loans.
    Further, if we default under a mortgage loan, we will
    automatically be in default on any other loan that has
    cross-default provisions, and we may lose the properties
    securing all of these loans.
    A foreclosure on one of our properties will be treated as a sale
    of the property for a purchase price equal to the outstanding
    balance of the secured debt. If the outstanding balance of the
    secured debt exceeds our tax basis in the property, we would
    recognize taxable income on foreclosure without realizing any
    accompanying cash proceeds to pay the tax (or to make
    distributions based on REIT taxable income).  |
 18




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Recent disruptions in the financial markets and the downturn
    of the broader U.S. economy could affect our ability to
    obtain debt financing on reasonable terms and have other adverse
    effects on us.
        We have and may continue to engage in hedging transactions,
    which can limit our gains and increase exposure to losses.
    
    Available interest rate hedging may not correspond directly with
    the interest rate risk for which we seek protection.
    The duration or the amount of the hedge may not match the
    duration or amount of the related liability.
    The party owing money in the hedging transaction may default on
    its obligation to pay.
    The credit quality of the party owing money on the hedge may be
    downgraded to such an extent that it impairs our ability to sell
    or assign our side of the hedging transaction.
    The value of derivatives used for hedging may be adjusted from
    time to time in accordance with accounting rules to reflect
    changes in fair-value. Downward adjustments, or
    mark-to-market losses, would reduce our
    stockholders equity.   19




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|
      Our credit facilities include restrictive covenants relating
    to our operations, which could limit our ability to respond to
    changing market conditions and our ability to make distributions
    to our stockholders.
   20




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If we fail to obtain external sources of capital, which is
    outside of our control, we may be unable to make distributions
    to our stockholders, maintain our REIT qualification, or fund
    growth.
    
    general market conditions,
    the markets perception of our growth potential,
    with respect to acquisition financing, the markets
    perception of the value of the properties to be acquired,
    our current debt levels,
    our current and expected future earnings,
    our cash flow and cash distributions, and
    the market price per share of our common stock or preferred
    stock.    Increases in interest rates could increase the amount of our
    debt payments and adversely affect our ability to pay
    distributions to our stockholders.
    Risks
    Related to Our Organizational Structure
  Our charter and Maryland law contain provisions that may
    delay, defer or prevent a change of control transaction and may
    prevent stockholders from receiving a premium for their
    shares.
  Our charter, including the articles supplementary with
    respect to our preferred stock, contains ownership limits that
    may delay, defer or prevent a change of control
    transaction.
 21




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We could authorize and issue stock without stockholder
    approval that may delay, defer or prevent a change of control
    transaction.
  Certain provisions of Maryland law could delay, defer or
    prevent a change of control
    transaction.
  
    business combination provisions that, subject to
    limitations, prohibit certain business combinations between us
    and an interested stockholder for certain periods.
    An interested stockholder is generally any person
    who beneficially owns 10% or more of the voting power of our
    shares or an affiliate or associate of ours who, at any time
    within the two-year period prior to the date in question, was
    the beneficial owner of 10% or more of the voting power of our
    then outstanding voting stock. A person is not an interested
    stockholder under the statute if the board of directors approved
    in advance the transaction by which he otherwise would have
    become an interested stockholder. Business combinations with an
    interested stockholder are prohibited for five years after the
    most recent date on which the stockholder becomes an interested
    stockholder. After that period, the MGCL imposes two
    super-majority voting requirements on such combinations, and
    control share provisions that provide that
    control shares of our company acquired in a
    control share acquisition have no voting rights
    unless holders of two-thirds of our voting stock (excluding
    interested shares) consent. Control shares are
    shares that, when aggregated with other shares controlled by the
    stockholder, entitle the stockholder to exercise one of three
    increasing ranges of voting power in electing directors. A
    control share acquisition is the direct or indirect
    acquisition of ownership or control of control
    shares.      Our board of directors may amend our investing and financing
    policies without stockholder approval, and, accordingly, our
    stockholders would have limited control over changes in our
    policies that could increase the risk we default under our debt
    obligations or that could harm our business, results of
    operations and share price.
   22




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We may invest in properties with other entities, and our lack
    of sole decision-making authority or reliance on a
    co-venturers financial condition could make these joint
    venture investments risky.
    
    might become bankrupt or fail to fund their share of required
    capital contributions,
    may have economic or other business interests or goals that are
    inconsistent with our business interests or goals, and
    may be in a position to take actions contrary to our policies or
    objectives.  and/or
  
    we structure a joint venture or conduct business in a manner
    that is deemed to be a general partnership with a third party,
    in which case we could be liable for the acts of that third
    party,
    third-party managers incur debt or other liabilities on behalf
    of a joint venture which the joint venture is unable to pay, and
    the joint venture agreement provides for capital calls, in which
    case we could be liable to make contributions as set forth in
    any such joint venture agreement, or
    we agree to cross-default provisions or to cross-collateralize
    our properties with the properties in a joint venture, in which
    case we could face liability if there is a default relating to
    those properties in the joint venture or the obligations
    relating to those properties.      Risks
    Related to Our REIT Status
  Our failure to qualify as a REIT under the Code would result
    in significant adverse tax consequences to us and would
    adversely affect our business and the value of our stock.
   23




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
    we would not be allowed to deduct distributions to stockholders
    in computing our taxable income and would be subject to federal
    income tax at regular corporate rates,
    we could also be subject to the federal alternative minimum tax
    and possibly increased state and local taxes, and
    unless we are entitled to relief under applicable statutory
    provisions, we could not elect to be taxed as a REIT for four
    taxable years following the year in which we were disqualified.    To maintain our REIT status, we may be forced to borrow funds
    during unfavorable market conditions to make distributions to
    our stockholders.
    
    differences in timing between the actual receipt of cash and
    inclusion of income for federal income tax purposes,
    the effect of non-deductible capital expenditures,
    the creation of reserves, or
    required debt or amortization payments.   24




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To maintain our REIT status, we may be forced to forego
    otherwise attractive opportunities.
    Risks
    Related to the Ownership of Our Stock
  The market price and trading volume of our common stock may
    be volatile.
      
    actual or anticipated variations in our quarterly operating
    results or dividends,
    changes in our funds from operations or earnings estimates,
    publication of research reports about us or the real estate
    industry,
    increases in market interest rates that lead purchasers of our
    shares to demand a higher yield,
    changes in market valuations of similar companies,
    adverse market reaction to any additional debt we incur or
    acquisitions we make in the future,
    additions or departures of key management personnel,
    actions by institutional stockholders,
    speculation in the press or investment community,
    the realization of any of the other risk factors presented in
    this report, and
    general market and economic conditions.  Broad market fluctuations could negatively impact the market
    price of our common stock or preferred stock.
    Market interest rates may have an adverse effect on the
    market price of our securities.
   25




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Our distributions to stockholders may decline at any time.
    
    cash available for distribution,
    operating results,
    our financial condition, especially in relation to our
    anticipated future capital needs,
    then current expansion plans,
    the distribution requirements for REITs under the Code, and
    other factors our board deems relevant.  The number of shares of our common stock available for future
    sale could adversely affect the market price of our common
    stock.
        
    the exchange of operating partnership units, LTIP units or our
    4.50% exchangeable senior notes for common stock,
    additional grants of LTIP units, restricted stock or other
    securities to our directors, executive officers and other
    employees under our incentive award plan,
    additional issuances of preferred stock with liquidation or
    distribution preferences, and
    other issuances of our common stock.     26




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties  Existing
    Portfolio
      Consolidated Portfolio


Unconsolidated Partnership Portfolio


Total PortfolioRentable








Rentable








RentableSquare


Percent





Square


Percent





Square


PercentProperties


Feet


Leased


Properties


Feet


Leased


Properties


Feet


LeasedStabilized properties


43



5,339,903



99.6
%


4



257,308



100.0
%


47



5,597,211



99.6
%Lease up properties


14



1,439,771



55.0
%


2



420,000



26.8
%


16



1,859,771



48.7
%Total operating portfolio


57



6,779,674



90.1
%


6



677,308



54.6
%


63



7,456,982



86.9
%Repositioning and redevelopment properties


2



1,524,506



22.1
%










n/a



2



1,524,506



22.1
%Construction in progress(1)


3



1,160,867



79.8
%


1



280,000







4



1,440,867



64.3
%Total current portfolio


62



9,465,047



77.9
%


7



957,308



38.6
%


69



10,422,355



74.3
%Land parcels


n/a



1,367,000



n/a











n/a







1,367,000



n/aTotal portfolio


62



10,832,047



n/a



7



957,308



n/a



69



11,789,355



n/a     (1)
    
    We are currently developing a portion of our Landmark at
    Eastview property. However, we have not separated this
    previously undeveloped portion into a separate property for
    legal and accounting purposes. Therefore, we still classify our
    Landmark at Eastview property as a stabilized property on the
    above schedule although it is also included in our discussion of
    development properties.    Percent











Annualizedof








Percent of


Base RentNumber


Rentable


Rentable





Annualized


Annualized


per Leasedof


Square


Square


Percent


Base Rent


Base Rent


Square FootMarket

Properties


Feet


Feet


Leased(1)


Current(2)


Current


Current(In thousands)Boston


18



2,885,770



27.6
%


75.5
%

$
110,451



40.4
%

$
50.70Maryland


5



1,144,968



11.0
%


100.0
%


45,794



16.7
%


40.00San Francisco


11



2,644,488



25.4
%


49.2
%


30,349



11.0
%


23.35San Diego


16



1,113,293



10.7
%


88.9
%


30,335



11.0
%


30.66New York/New Jersey


4



1,233,889



11.8
%


82.1
%


27,515



10.0
%


27.15Pennsylvania


7



778,251



7.5
%


88.3
%


14,934



5.4
%


21.73Seattle


5



372,189



3.6
%


48.2
%


7,513



2.7
%


41.92University Related  Other


3



249,507



2.4
%


100.0
%


7,806



2.8
%


31.29Total Portfolio/Weighted-Average


69



10,422,355



100.0
%


74.3
%

$
274,697



100.0
%

$
35.48     (1)
    
    Percentage of leasable square footage in current portfolio
    subject to an existing lease. 27




---



##### Table of Contents



(2)
    
    In this and other tables, annualized current base rent is the
    monthly contractual rent under existing leases at
    December 31, 2008, or if rent has not yet commenced, the
    first monthly rent amount that will be due at rent commencement,
    multiplied by 12 months.(3)
    
    Includes a portfolio of properties in Cambridge, Massachusetts
    and the McKellar Court property in San Diego, California.
    We are a member of the unconsolidated joint ventures that own a
    portfolio of properties in Cambridge, Massachusetts, and we are
    entitled to approximately 20% of the operating cash flows. We
    also own the general partnership interest in the unconsolidated
    limited partnership that owns the McKellar Court property, which
    entitles us to 75% of the gains upon a sale of the property and
    21% of the operating cash flows.    Rentable


PercentSquare Feet


LeasedBostonAlbany Street


75,003



100.0
%Center for Life
    Science | Boston(1)


704,159



87.1
%Charles Street


47,912



100.0
%Coolidge Avenue


37,400



100.0
%21 Erie Street


48,627



100.0
%40 Erie Street


100,854



100.0
%47 Erie Street Parking Structure


447 Stalls



n/aFresh Pond Research Park


90,702



78.7
%675 West Kendall Street (Kendall A)


302,919



98.5
%500 Kendall Street (Kendall D)


349,325



98.6
%Sidney Street


191,904



100.0
%Vassar Street


52,520



100.0
%MarylandBeckley Street


77,225



100.0
%9911 Belward Campus Drive


289,912



100.0
%9920 Belward Campus Drive


51,181



100.0
%Shady Grove Road


635,058



100.0
%Tributary Street


91,592



100.0
%San FranciscoArdentech Court


55,588



100.0
%Ardenwood Venture(2)


72,500



38.1
%Bayshore Boulevard


183,344



100.0
%Bridgeview Technology Park I


201,567



96.8
%Bridgeview Technology Park II


50,400



100.0
%Dumbarton Circle


44,000



100.0
%Eccles Avenue


152,145



0.0
%Forbes Boulevard


237,984



100.0
%Industrial Road


169,490



100.0
%Kaiser Drive


87,953



0.0
%Pacific Research Center(3)


1,389,517



24.2
%San DiegoBalboa Avenue


35,344



100.0
%Bernardo Center Drive


61,286



100.0
%Faraday Avenue


28,704



100.0
% 28




---



##### Table of Contents



Rentable


PercentSquare Feet


LeasedJohn Hopkins Court


72,192



29.7
%6114-6154
    Nancy Ridge Drive


121,000



100.0
%6828 Nancy Ridge Drive


42,138



58.0
%Pacific Center Boulevard


66,745



100.0
%Road to the Cure


67,998



54.4
%San Diego Science Center


105,364



76.7
%Science Center Drive


53,740



100.0
%Sorrento Valley Boulevard


54,924



100.0
%Torreyana Road


81,204



100.0
%9865 Towne Centre Drive


83,866



100.0
%9885 Towne Centre Drive


115,870



100.0
%Waples Street


50,055



100.0
%New York/New JerseyGraphics Drive


72,300



25.7
%Landmark at Eastview


751,648



99.1
%Landmark at Eastview II(4)


360,520



69.2
%One Research Way


49,421



0.0
%PennsylvaniaEisenhower Road


27,750



59.7
%George Patterson Boulevard


71,500



100.0
%King of Prussia


427,109



87.7
%Phoenixville Pike


104,400



74.2
%Spring Mill Drive


76,378



100.0
%900 Uniqema Boulevard(5)


11,293



100.0
%1000 Uniqema Boulevard(5)


59,821



100.0
%SeattleElliott Avenue(3)


134,989



0.0
%500 Fairview Avenue


22,213



100.0
%530 Fairview Avenue(1)


96,188



65.9
%Monte Villa Parkway


51,000



100.0
%217th Place


67,799



62.9
%University Related  OtherLucent Drive(6)


21,500



100.0
%Trade Centre Avenue(7)


78,023



100.0
%Walnut Street(8)


149,984



100.0
%Total Consolidated Portfolio/Weighted-Average


9,465,047



77.9
%Unconsolidated Portfolio:McKellar Court(9)


72,863



100.0
%320 Bent Street(10)


184,445



100.0
%301 Binney Street(10)


420,000



26.8
%301 Binney Garage(10)


503 Stalls



n/a650 E. Kendall Street (Kendall B)(1)(10)


280,000



0.0
%350 E. Kendall Street Garage (Kendall F)(10)


1,409 Stalls



n/a 29




---



##### Table of Contents



Rentable


PercentSquare Feet


LeasedKendall Crossing Apartments(10)


37 Apts.



n/aTotal Portfolio/Weighted-Average


10,422,355



74.3
%     (1)
    
    The property or a portion of the property was under development
    at December 31, 2008.(2)
    
    We own an 87.5% membership interest in the limited liability
    company that owns this property.(3)
    
    The property or a portion of the property was under
    redevelopment at December 31, 2008.(4)
    
    A previously undeveloped portion of the property was undergoing
    development at December 31, 2008 and has been reflected
    separately from the stabilized portion of the property.(5)
    
    Located in New Castle, Delaware.(6)
    
    Located in Lebanon, New Hampshire.(7)
    
    Located in Longmont, Colorado.(8)
    
    Located in Boulder, Colorado.(9)
    
    We own the general partnership interest in the limited
    partnership that owns the McKellar Court property, which
    entitles us to 75% of the gains upon a sale of the property and
    21% of the operating cash flows. The property is located in
    San Diego, California.(10)
    
    We are a member of the joint ventures that own a portfolio of
    properties in Cambridge, Massachusetts, which entitles us to
    approximately 20% of the operating cash flows. 30




---



##### Table of Contents



Tenant
    Information
    Annualized


Percent ofBase Rent


AnnualizedAnnualized


per Leased


Base Rent -


LeaseLeased


Base Rent


Square Foot


Current


ExpirationTenant

Square Feet


Current


Current


Total Portfolio


Date(s)(In thousands)Human Genome Sciences, Inc.


924,970


$
41,096


$
44.43



15.0
%

May 2026Vertex Pharmaceuticals Incorporated


685,286



28,875



42.14



10.5
%

Multiple(1)Beth Israel Deaconess Medical Center, Inc.


362,364



25,543



70.49



9.3
%

June 2023Genzyme Corporation


343,000



15,464



45.08



5.6
%

July 2018Regeneron Pharmaceuticals, Inc.


477,257



14,115



29.58



5.1
%

Multiple(2)Ironwood Pharmaceuticals, Inc.(3)


160,894



9,509



59.10



3.5
%

Multiple(4)Childrens Hospital Corporation


150,215



8,750



58.25



3.2
%

April 2023Centocor, Inc. (Johnson & Johnson)


374,387



8,428



22.51



3.1
%

March 2014Schering Corporation(3)


136,067



7,609



55.92



2.8
%

August 2016Array BioPharma, Inc.


228,007



7,258



31.83



2.6
%

Multiple(5)Total/Weighted-Average(6)


3,842,447


$
166,647


$
43.37



60.7
%     (1)
    
    191,904 square feet expires August 2010,
    100,854 square feet expires December 2010,
    20,608 square feet expires May 2012, 81,204 square
    feet expires September 2013, and 290,716 square feet
    expires April 2018. The maturity dates for 191,904 and
    100,854 square feet originally expiring on August 31,
    2010 and December 31, 2010, respectively, were extended
    through December 31, 2015 pursuant to lease amendments
    executed on January 12, 2009.(2)
    
    129,224 square feet expires June 2009, which will be
    replaced with a
    15-year
    229,644 square foot lease at the new buildings under
    construction at the Landmark at Eastview II property, and
    118,389 square feet expires June 2024.(3)
    
    We own 20% of the limited liability company that owns the
    property that this tenant occupies.(4)
    
    9,277 square feet expires June 2009, 39,101 square
    feet expires December 2010 and 112,516 square feet expires
    December 2013.(5)
    
    149,984 square feet expires July 2016 and
    78,023 square feet expires August 2016.(6)
    
    Without regard to any lease terminations and/or renewal options.  Lease
    Terms
  triple-net. Triple-net
  Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   31




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Cash DividendPeriod

High


Low


Last


per Common ShareFirst Quarter 2007

$
31.20


$
25.59


$
26.30


$
0.310Second Quarter 2007

$
29.94


$
24.13


$
25.12


$
0.310Third Quarter 2007

$
26.20


$
21.00


$
24.10


$
0.310Fourth Quarter 2007

$
26.25


$
20.89


$
23.17


$
0.310First Quarter 2008

$
25.33


$
19.32


$
23.89


$
0.335Second Quarter 2008

$
27.75


$
23.59


$
24.53


$
0.335Third Quarter 2008

$
29.50


$
22.72


$
26.45


$
0.335Fourth Quarter 2008

$
25.43


$
5.88


$
11.72


$
0.335     Form 10-K.
 32




---



##### Table of Contents



Source: SNL Financial
    LC
  Item 6.
    Selected
    Financial Data   33




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC. AND BIOMED REALTY TRUST, INC. PREDECESSOR
    (Dollars in thousands, except share data)
  BioMed Realty Trust, Inc.


PredecessorPeriod


PeriodAugust 11,


January 1,2004 through


2004 throughYear Ended December 31,


December 31,


August 17,2008


2007


2006


2005


2004


2004Statements of Income:Revenues:Total revenues

$
301,973


$
266,109


$
218,735


$
138,784


$
28,654


$
3,714Expenses:Rental operations and real estate taxes


84,729



71,142



60,999



46,358



11,619



353Depreciation and amortization


84,227



72,202



65,063



39,378



7,853



600General and administrative


22,834



21,870



18,085



13,278



3,130



Total expenses


191,790



165,214



144,147



99,014



22,602



953Income from operations


110,183



100,895



74,588



39,770



6,052



2,761Equity in net (loss)/income of unconsolidated partnerships


(1,200
)


(893
)


83



119



(11
)


Interest income


485



990



1,102



1,333



190



Interest expense


(39,612
)


(27,654
)


(40,672
)


(23,226
)


(1,180
)


(1,760
)Loss on derivative instruments


(19,948
)


















Gain on extinguishment of debt


17,066



















Income from continuing operations before minority interests


66,974



73,338



35,101



17,996



5,051



1,001Minority interests in continuing operations of consolidated
    partnerships


9



(45
)


137



267



145



Minority interests in continuing operations of operating
    partnership


(2,086
)


(2,412
)


(1,670
)


(1,271
)


(414
)


Income from continuing operations


64,897



70,881



33,568



16,992



4,782



1,001Income from discontinued operations before gain on sale of
    assets and minority interests






639



1,542



57







Gain on sale of real estate assets






1,087















Minority interests attributable to discontinued operations






(74
)


(77
)


(3
)






Income from discontinued operations






1,652



1,465



54







Net income


64,897



72,533



35,033



17,046



4,782



1,001Preferred stock dividends


(16,963
)


(16,868
)














Net income available to common stockholders

$
47,934


$
55,665


$
35,033


$
17,046


$
4,782


$
1,001Income from continuing operations per share available to common
    stockholders:Basic earnings per share

$
0.67


$
0.83


$
0.60


$
0.44


$
0.15



Diluted earnings per share

$
0.67


$
0.83


$
0.60


$
0.43


$
0.15



Net income per share available to common stockholders:Basic earnings per share

$
0.67


$
0.85


$
0.63


$
0.44


$
0.15



Diluted earnings per share

$
0.67


$
0.85


$
0.62


$
0.44


$
0.15



Weighted-average common shares outstanding:Basic


71,684,244



65,302,794



55,928,595



38,913,103



30,965,178



Diluted


74,831,483



68,269,985



59,018,004



42,091,195



33,767,575



Cash dividends declared per common share

$
1.34


$
1.24


$
1.16


$
1.08


$
0.4197



Cash dividends declared per preferred share

$
1.84


$
1.83















Balance Sheet Data (at period end):Investments in real estate, net

$
2,957,735


$
2,805,983


$
2,457,538


$
1,129,371


$
468,530



Total assets


3,226,799



3,057,268



2,692,642



1,337,310



581,723



Total indebtedness


1,347,306



1,500,787



1,343,356



513,233



102,236



Total liabilities


1,597,572



1,653,052



1,458,610



586,162



137,639



Minority interests


12,381



17,280



19,319



20,673



22,267



Stockholders equity and partners capital


1,616,846



1,386,936



1,214,713



730,475



421,817



Other Data:Cash flows from/(used in)(1):Operating activities


115,046



114,965



101,588



54,762



14,497



Investing activities


(218,661
)


(409,301
)


(1,339,463
)


(601,805
)


(457,218
)


Financing activities


111,558



282,151



1,243,227



539,486



470,433



     (1)
    
    Cash flow information for 2004 is combined for BioMed Realty
    Trust, Inc. and our predecessor. 34




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion should be read in conjunction with
    the financial statements and notes thereto appearing elsewhere
    in this report. We make statements in this section that are
    forward-looking statements within the meaning of the federal
    securities laws. For a complete discussion of forward-looking
    statements, see the section above entitled Item 1.
    Business  Forward-Looking Statements. Certain
    risk factors may cause our actual results, performance or
    achievements to differ materially from those expressed or
    implied by the following discussion. For a discussion of such
    risk factors, see the section above entitled Item 1A.
    Risk Factors.
  Overview
        Factors
    Which May Influence Future Operations
      Redevelopment/Development
    Properties
   35




---



##### Table of Contents



Total Property





Estimated FullRentable


Percent


In-ServiceProperty

Square Feet


Leased


Date(1)Elliott Avenue


134,989



0.0
%


Q1 2010Pacific Research Center


1,389,517



24.2
%


Q2 2009Total/Weighted-Average


1,524,506



22.1
%     (1)
    
    Our estimate of the time in which redevelopment will be
    substantially complete. We estimate that the projects will be
    substantially complete and held available for their intended use
    upon the completion of tenant improvements, but no later than
    one year from the cessation of major construction activities. We
    currently estimate that we will invest up to an additional
    $145.0 million before the redevelopment on these properties
    is substantially complete.    Estimated








Estimated


Estimated FullRentable


Percent


Investment


Total


In-ServiceProperty

Square Feet


Leased


to Date


Investment


Date(1)(Dollars in thousands)Center for Life
    Science | Boston


704,159



87.1
%

$
709,200


$
720,000



Q1 2009530 Fairview Avenue


96,188



65.9
%


38,500



47,500



Q2 2009Landmark at Eastview II(2)


360,520



69.2
%


85,000



145,000



Q2 2009Total/Weighted-Average


1,160,867



79.8
%

$
832,700


$
912,500     (1)
    
    Our estimate of the time in which development will be
    substantially complete. We estimate that the projects will be
    substantially complete and held available for their intended use
    upon the completion of tenant improvements, but no later than
    one year from the cessation of major construction activities.(2)
    
    A previously undeveloped portion of the property was undergoing
    development as of December 31, 2008 and has been reflected
    separately from the stabilized portion of the property. However,
    we have not separated this previously undeveloped portion into a
    separate property for legal and accounting purposes. Therefore,
    we still classify the Landmark at Eastview property as a
    stabilized property although it is also included in our
    discussion of development properties. 36




---



##### Table of Contents



Lease
    Expirations
    AnnualizedPercent of


Base RentPercent of


Annualized


Annualized


per LeasedLeased


Leased


Base Rent


Base Rent


Square FootYear of Lease Expiration

Square Feet


Square Feet


Current


Current


Current(In thousands)2009(1)


323,554



4.2
%

$
7,045



2.6
%

$
21.772010(2)


771,082



10.0
%


17,861



6.5
%


23.162011


380,013



4.9
%


13,394



4.9
%


35.252012


469,936



6.1
%


11,182



4.1
%


23.792013


434,141



5.6
%


10,218



3.7
%


23.542014


617,695



8.0
%


14,051



5.1
%


22.752015


84,157



1.1
%


2,760



1.0
%


32.802016


623,067



8.0
%


23,803



8.7
%


38.202017


198,447



2.6
%


4,783



1.7
%


24.102018


1,085,616



14.0
%


47,159



17.2
%


43.44Thereafter


2,754,580



35.5
%


122,441



44.5
%


44.45Total Portfolio/Weighted-Average


7,742,288



100.0
%

$
274,697



100.0
%

$
35.48     (1)
    
    Includes current month-to-month leases.(2)
    
    The maturity dates for approximately 192,000 and 100,000 leased
    square feet originally expiring on August 31, 2010 and
    December 31, 2010, respectively, were extended through
    December 31, 2015 pursuant to lease amendments executed
    with a tenant on January 12, 2009.    Critical
    Accounting Policies
   37




---



##### Table of Contents



Investments
    in Real Estate
    Buildings and improvements

15-40 yearsGround lease

Term of the related leaseTenant improvements

Shorter of the useful lives or the terms of the related leasesFurniture, fixtures, and equipment

3 to 5 yearsAcquired in-place leases

Non-cancelable term of the related leaseAcquired management agreements

Non-cancelable term of the related agreement     lease-up lease-up
  lease-up lease-up
     38




---



##### Table of Contents



Revenue
    Recognition
    
    whether the lease stipulates how and on what a tenant
    improvement allowance may be spent;
    whether the tenant or landlord retain legal title to the
    improvements;
    the uniqueness of the improvements;
    the expected economic life of the tenant improvements relative
    to the length of the lease;
    the responsible party for construction cost overruns; and
    who constructs or directs the construction of the improvements.     39




---



##### Table of Contents



No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent (EITF 99-19). EITF 99-19
      EITF 85-27, Recognition of Receipts from
    Made-Up
    Rental Shortfalls.
  Investments
    in Partnerships
  Consolidation of Variable Interest Entities Consolidated Financial
    Statements
  No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights (EITF 04-5), EITF 04-5 states
 40




---



##### Table of Contents



EITF 04-5
  EITF 04-5,
    Assets
    and Liabilities Measured at Fair-Value
  Fair Value Measurements
  The Fair Value Option for Financial Assets and Financial
    Liabilities
       41




---



##### Table of Contents



Derivative
    Instruments
      Accounting for
    Derivative Investment and Hedging Activities
  Newly
    Issued Accounting Pronouncements
    Results
    of Operations
    Comparison
    of the Year Ended December 31, 2008 to the Year Ended
    December 31, 2007
   42




---



##### Table of Contents



Redevelopment/DevelopmentSame Properties


Properties


New Properties


Corporate2008


2007


2008


2007


2008


2007


2008


2007Rental

$
181,984


$
176,664


$
30,580


$
10,760


$
14,965


$
8,585


$
(65
)

$
(13
)Tenant recoveries


57,963



55,016



11,853



5,583



1,780



966



570



170Other income


313



516



2



7,182











2,028



680Total revenues

$
240,260


$
232,196


$
42,435


$
23,525


$
16,745


$
9,551


$
2,533


$
837   Rental Revenues. |
  Tenant Recoveries. |
  Other Income.
    Redevelopment/DevelopmentSame Properties


Properties


New Properties


Corporate2008


2007


2008


2007


2008


2007


2008


2007Rental operations

$
45,860


$
44,360


$
10,593


$
3,684


$
2,148


$
344


$
2,999


$
2,401Real estate taxes


18,005



17,369



4,023



2,247



1,151



737



(50
)


Depreciation and amortization


61,946



61,347



14,008



7,959



8,273



2,896







Total expenses

$
125,811


$
123,076


$
28,624


$
13,890


$
11,572


$
3,977


$
2,949


$
2,401   Rental Operations Expense.
 43




---



##### Table of Contents



|
  Real Estate Tax Expense. |
  Depreciation and Amortization
    Expense. |
  General and Administrative Expenses.
  Equity in Net Loss of Unconsolidated
    Partnerships.
  Interest Expense.
  |
 44




---



##### Table of Contents



Loss on derivative instruments.
  Gain on Extinguishment of Debt.
  Minority Interests.
  Comparison
    of the Year Ended December 31, 2007 to the Year Ended
    December 31, 2006
    Redevelopment/DevelopmentSame Properties


Properties


New Properties


Corporate2007


2006


2007


2006


2007


2006


2007


2006Rental

$
109,498


$
107,395


$
16,957


$
21,944


$
69,554


$
35,176


$
(13
)

$
(28
)Tenant recoveries


48,822



46,798



6,837



5,317



5,906



2,045



170



Other income


514



82



7,184



4











680



2Total revenues

$
158,834


$
154,275


$
30,978


$
27,265


$
75,460


$
37,221


$
837


$
(26
)   Rental Revenues.
 45




---



##### Table of Contents



Tenant Recoveries.
  Other Income.
    Redevelopment/DevelopmentSame Properties


Properties


New Properties


Corporate2007


2006


2007


2006


2007


2006


2007


2006Rental operations

$
40,056


$
37,360


$
5,236


$
2,596


$
3,096


$
671


$
2,401


$
(4
)Real estate taxes


13,417



15,288



2,896



3,494



4,040



1,594







Depreciation and amortization


43,465



44,233



10,446



11,929



18,291



8,901







Total expenses

$
96,938


$
96,881


$
18,578


$
18,019


$
25,427


$
11,166


$
2,401


$
(4
)   Rental Operations Expense.
  Real Estate Tax Expense.
  Depreciation and Amortization
    Expense.
  General and Administrative Expenses.
  Equity in Net (Loss)/Income of Unconsolidated
    Partnerships.
 46




---



##### Table of Contents



Interest Expense. |
  Minority Interests.
  Discontinued Operations.
  Cash
    Flows
    Year Ended December 31,2008


2007


2006Net cash provided by operating activities

$
115,046


$
114,965


$
101,588Net cash used in investing activities


(218,661
)


(409,301
)


(1,339,463
)Net cash provided by financing activities


111,558



282,151



1,243,227Ending cash and cash equivalents balance


21,422



13,479



25,664   Comparison
    of the Year Ended December 31, 2008 to the Year Ended
    December 31, 2007
       47




---



##### Table of Contents



Comparison
    of the Year Ended December 31, 2007 to the Year Ended
    December 31, 2006
        Liquidity
    and Capital Resources
   48




---



##### Table of Contents



49




---



##### Table of Contents



|
        AggregatePrincipalShares/Units


Amount orat December 31,


Dollar Value


Percent of Total2008


Equivalent


Capitalization(In thousands)Debt:Mortgage notes payable(1)





$
353,161



13.7
%Secured construction loan






507,128



19.8
%Secured term loan






250,000



9.8
%Exchangeable notes






128,250



5.0
%Unsecured line of credit






108,767



4.2
%Total debt






1,347,306



52.5
%Equity:Common shares outstanding(2)


80,757,421



946,477



36.9
%7.375% Series A Preferred shares outstanding(3)


9,200,000



230,000



9.0
%Operating partnership units outstanding(4)


2,795,364



32,762



1.3
%LTIP units outstanding(4)


640,150



7,503



0.3
%Total equity






1,216,742



47.5
%Total capitalization





$
2,564,048



100.0
%     (1)
    
    Amount includes debt premiums of $8.8 million recorded upon
    the assumption of the outstanding indebtedness in connection
    with our purchase of the corresponding properties.(2)
    
    Based on the market closing price of our common stock of $11.72
    per share on the last trading day of the year (December 31,
    2008).(3)
    
    Based on the liquidation preference of $25.00 per share for our
    7.375% Series A preferred stock.(4)
    
    Our partnership and LTIP units are each individually convertible
    into one share of common stock at the market closing price of
    our common stock of $11.72 per share on the last trading day of
    the year (December 31, 2008).     50




---



##### Table of Contents



51




---



##### Table of Contents



Effective


Principal BalanceStated Fixed


Interest


December 31,Interest Rate


Rate


2008


2007


Maturity DateArdentech Court


7.25
%


5.06
%

$
4,464


$
4,564


July 1, 2012Bayshore Boulevard


4.55
%


4.55
%


14,923



15,335


January 1, 2010Bridgeview Technology Park I


8.07
%


5.04
%


11,384



11,508


January 1, 2011Eisenhower Road


5.80
%


4.63
%






2,113


May 5, 200840 Erie Street


7.34
%


4.90
%






17,625


August 1, 2008500 Kendall Street (Kendall D)


6.38
%


5.45
%


67,810



69,437


December 1, 2018Lucent Drive


5.50
%


5.50
%


5,341



5,543


January 21, 2015Monte Villa Parkway


4.55
%


4.55
%


9,084



9,336


January 1, 20106828 Nancy Ridge Drive


7.15
%


5.38
%


6,694



6,785


September 1, 2012Road to the Cure


6.70
%


5.78
%


15,200



15,427


January 31, 2014Science Center Drive


7.65
%


5.04
%


11,148



11,301


July 1, 2011Shady Grove Road


5.97
%


5.97
%


147,000



147,000


September 1, 2016Sidney Street


7.23
%


5.11
%


29,184



29,986


June 1, 20129885 Towne Centre Drive


4.55
%


4.55
%


20,749



21,323


January 1, 2010900 Uniqema Boulevard


8.61
%


5.61
%


1,357



1,509


May 1, 2015344,338



368,792Unamortized premiums










8,823



10,888$
353,161


$
379,680       2009

$
512,1542010


47,4462011


134,9882012


291,4212013


4,862Thereafter(1)


347,612$
1,338,483     (1)
    
    Includes $128.3 million in principal payments of the
    exchangeable senior notes based on a contractual maturity date
    of October 1, 2026.  |
 52




---



##### Table of Contents



53




---



##### Table of Contents



|
    Obligation

2009


2010-2011


2012-2013


Thereafter


Total(In thousands)Mortgage notes payable(1)

$
5,026


$
73,667


$
46,283


$
219,362


$
344,338Secured term loan










250,000







250,000Secured construction loan(2)


507,128















507,128Exchangeable senior notes














128,250



128,250Unsecured line of credit(3)






108,767











108,767Share of debt of unconsolidated partnerships(4)


72,844



30,848











103,692Interest payments on debt obligations(5)


47,738



68,689



45,325



113,015



274,767Construction projects(6)


29,487















29,487Tenant obligations(7)


109,075



3,838











112,913Lease commissions


1,728



894











2,622Forward starting swaps(8)


102,873















102,873Total

$
875,899


$
286,703


$
341,608


$
460,627


$
1,964,837     (1)
    
    Balance excludes $8.8 million of unamortized debt premium.(2)
    
    The secured construction loan matures on November 16, 2009,
    but we may extend the maturity date to November 16, 2010
    after satisfying certain conditions and paying an additional fee. 54




---



##### Table of Contents



(3)
    
    The unsecured line of credit matures on August 1, 2011, but
    we may extend the maturity date of the unsecured line of credit
    to August 1, 2012 after satisfying certain conditions and
    paying an extension fee based on the then current facility
    commitment.(4)
    
    The maturity date of the secured acquisition and interim loan
    held by our PREI joint ventures was extended by one year to
    April 3, 2009 in February 2008 (a portion of the secured
    acquisition and interim loan facility was refinanced on
    February 11, 2009, with a new maturity date of
    February 10, 2011).(5)
    
    Interest payments reflect cash payments that are based on the
    interest rates in effect and debt balances outstanding on
    December 31, 2008, excluding the effect of the interest
    rate swaps on the underlying debt.(6)
    
    Balance includes our proportionate share of the remaining
    construction project obligations of PREI I LLC.(7)
    
    Committed tenant-related obligations based on executed leases as
    of December 31, 2008.(8)
    
    Balance based upon the fair-values of the forward starting swaps
    as of December 31, 2008, which would require us to pay the
    counterparties approximately $102.9 million by the
    mandatory settlement date of April 30, 2009. However, the
    actual cash settlement amounts will depend on the values of the
    forward starting swaps at the dates they are settled and the
    actual cash settlement amounts may vary significantly from these
    amounts.  Funds
    from Operations
   55




---



##### Table of Contents



Year Ended December 31,2008


2007Net income available to common stockholders

$
47,934


$
55,665Adjustments:Minority interests in operating partnership


2,086



2,486Gain on sale of real estate assets






(1,087
)Depreciation and amortization  unconsolidated
    partnerships


2,100



1,139Depreciation and amortization  consolidated
    entities-discontinued operations






228Depreciation and amortization  consolidated
    entities-continuing operations


84,227



72,202Depreciation and amortization  allocable to minority
    interest of consolidated joint ventures


(40
)


(285
)Funds from operations available to common shares and partnership
    and LTIP units

$
136,307


$
130,348Funds from operations per share  diluted

$
1.82


$
1.91Weighted-average common shares outstanding  diluted


74,831,483



68,269,985   Off
    Balance Sheet Arrangements
      EITF 04-5
   56




---



##### Table of Contents



Principal Amount(1)Ownership


Interest


December 31,Name

Percentage


Rate(2)


2008


2007


Maturity DatePREI I LLC and PREI II LLC(3)


20
%


2.19
%

$
72,811


$
83,285


April 3, 2009PREI I LLC(4)


20
%


4.19
%


28,706






August 13, 2010McKellar Court(5)


21
%


4.63
%


2,175



2,203


January 1, 2010Total









$
103,692


$
85,488    (1)
    
    Amount represents our proportionate share of the total
    outstanding indebtedness for each of the unconsolidated
    partnerships.(2)
    
    Effective or weighted-average interest rate of the outstanding
    indebtedness as of December 31, 2008, including the effect
    of interest rate swaps.(3)
    
    Amount represents our proportionate share of the total draws
    outstanding under a secured acquisition and interim loan
    facility, which bears interest at a LIBOR-indexed variable rate.
    The secured acquisition and interim loan facility was utilized
    by both PREI I LLC and PREI II LLC to acquire a portfolio of
    properties (initial borrowings of approximately
    $427.0 million) on April 4, 2007 (see Note 10 in
    the accompanying consolidated financial statements). The
    remaining balance is being utilized to fund future construction
    costs at certain properties currently under development. On
    February 11, 2009, our PREI joint ventures jointly
    refinanced the outstanding balance of the secured acquisition
    and interim loan facility, or approximately $364.1 million,
    with the proceeds of a new loan totaling $203.3 million and
    members capital contributions funding the balance due. The
    new loan bears interest at a rate equal to, at the option of our
    PREI joint ventures, either (1) reserve adjusted LIBOR plus 350
    basis points or (2) the higher of (a) the prime rate then in
    effect, (b) the federal funds rate then in effect plus 50 basis
    points or (c) one-month LIBOR plus 450 basis points, and
    requires interest only monthly payments until the maturity date,
    February 10, 2011.(4)
    
    Amount represents our proportionate share of a secured
    construction loan, which bears interest at a LIBOR-indexed
    variable rate. The secured construction loan was executed by a
    wholly owned subsidiary of PREI I LLC in connection with the
    construction of the 650 East Kendall Street property (initial
    borrowings of $84.0 million on February 13, 2008 were
    used in part to repay a portion of the secured acquisition and
    interim loan facility). The remaining balance is being utilized
    to fund construction costs at the property.(5)
    
    Amount represents our proportionate share of the principal
    balance outstanding on a mortgage note payable, which is secured
    by the McKellar Court property (excluding $106,000 of
    unamortized debt premium).  Inflation
      Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   57




---



##### Table of Contents



EffectiveInterestPercent of


Rate atPrincipal Balance(1)


Total Debt


12/31/08Fixed interest rate(2)

$
481,411



35.7
%


5.24
%Variable interest rate(3)


865,895



64.3
%


3.62
%Total/weighted-average effective interest rate

$
1,347,306



100.0
%


4.19
%     (1)
    
    Principal balance includes only consolidated indebtedness.(2)
    
    Includes 13 mortgage notes payable secured by certain of our
    properties (including $8.8 million of unamortized premium)
    and our exchangeable senior notes.(3)
    
    Includes our unsecured line of credit, secured term loan, and
    secured construction loan, which bear interest based on a
    LIBOR-indexed variable interest rate, plus a credit spread. The
    stated effective rate for the variable interest debt excludes
    the impact of any interest rate swap agreements. We have entered
    into two interest rate swaps, which were intended to have the
    effect of initially fixing the interest rates on
    $150.0 million of our variable rate debt at a weighted
    average interest rate of 4.7% (excluding applicable credit
    spreads for the underlying debt). We have entered into an
    interest rate swap agreement that effectively fixes the interest
    rate on the entire $250.0 million outstanding balance of
    the secured term loan at a rate of 5.8% (including the credit
    spread for the $250.0 million secured term loan) until the
    interest rate swap expires in 2010. We have also entered into
    two forward starting swap agreements designated as cash flow
    hedges, which will have the effect of fixing the interest rate
    on $300.0 million of forecasted debt issuance (after
    retirement of the secured construction loan) at approximately
    5.2%.       58




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


60Consolidated Balance Sheets as of
    December 31, 2008 and 2007


62Consolidated Statements of Income for the years
    ended December 31, 2008, 2007, and 2006


63Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2008, 2007, and
    2006


64Consolidated Statements of Comprehensive
    (Loss)/Income for the years ended December 31, 2008, 2007,
    and 2006


65Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007, and 2006


66Notes to Consolidated Financial Statements


68Financial Statement 
    Schedule III


98   59




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            60




---



##### Table of Contents



61




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  CONSOLIDATED
    BALANCE SHEETS
 (In
    thousands, except share data)
  December 31,2008


2007ASSETSInvestments in real estate, net

$
2,957,735


$
2,805,983Investment in unconsolidated partnerships


18,173



22,588Cash and cash equivalents


21,422



13,479Restricted cash


7,877



8,867Accounts receivable, net


9,417



4,457Accrued straight-line rents, net


58,138



36,415Acquired above-market leases, net


4,329



5,745Deferred leasing costs, net


101,519



116,491Deferred loan costs, net


9,933



15,567Other assets


38,256



27,676Total assets

$
3,226,799


$
3,057,268LIABILITIES AND STOCKHOLDERS EQUITYMortgage notes payable, net

$
353,161


$
379,680Secured construction loan


507,128



425,160Secured term loan


250,000



250,000Exchangeable senior notes


128,250



175,000Unsecured line of credit


108,767



270,947Security deposits


7,623



7,090Dividends and distributions payable


32,445



25,596Accounts payable, accrued expenses and other liabilities


66,821



74,103Derivative instruments


126,091



21,768Acquired below-market leases, net


17,286



23,708Total liabilities


1,597,572



1,653,052Minority interests


12,381



17,280Stockholders equity:Preferred stock, $.01 par value, 15,000,000 shares
    authorized: 7.375% Series A cumulative redeemable preferred
    stock, $230,000,000 liquidation preference ($25.00 per share),
    9,200,000 shares issued and outstanding at
    December 31, 2008 and 2007


222,413



222,413Common stock, $.01 par value, 100,000,000 shares
    authorized, 80,757,421 and 65,571,304 shares issued and
    outstanding at December 31, 2008 and 2007, respectively


808



656Additional paid-in capital


1,647,039



1,277,770Accumulated other comprehensive loss


(112,126
)


(21,762
)Dividends in excess of earnings


(141,288
)


(92,141
)Total stockholders equity


1,616,846



1,386,936Total liabilities and stockholders equity

$
3,226,799


$
3,057,268    62




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
 (In
    thousands, except share data)
  Year Ended December 31,2008


2007


2006Revenues:Rental

$
227,464


$
195,996


$
164,487Tenant recoveries


72,166



61,735



54,160Other income


2,343



8,378



88Total revenues


301,973



266,109



218,735Expenses:Rental operations


61,600



50,789



40,623Real estate taxes


23,129



20,353



20,376Depreciation and amortization


84,227



72,202



65,063General and administrative


22,834



21,870



18,085Total expenses


191,790



165,214



144,147Income from operations


110,183



100,895



74,588Equity in net (loss)/income of unconsolidated partnerships


(1,200
)


(893
)


83Interest income


485



990



1,102Interest expense


(39,612
)


(27,654
)


(40,672
)Loss on derivative instruments


(19,948
)






Gain on extinguishment of debt


17,066







Income from continuing operations before minority interests


66,974



73,338



35,101Minority interests in continuing operations of consolidated
    partnerships


9



(45
)


137Minority interests in continuing operations of operating
    partnership


(2,086
)


(2,412
)


(1,670
)Income from continuing operations


64,897



70,881



33,568Income from discontinued operations before gain on sale of
    assets and minority interests






639



1,542Gain on sale of real estate assets






1,087



Minority interests attributable to discontinued operations






(74
)


(77
)Income from discontinued operations






1,652



1,465Net income


64,897



72,533



35,033Preferred stock dividends


(16,963
)


(16,868
)


Net income available to common stockholders

$
47,934


$
55,665


$
35,033Income from continuing operations per share available to common
    stockholders:Basic and diluted earnings per share

$
0.67


$
0.83


$
0.60Income from discontinued operations per share:Basic earnings per share

$



$
0.02


$
0.03Diluted earnings per share

$



$
0.02


$
0.02Net income per share available to common stockholders:Basic earnings per share

$
0.67


$
0.85


$
0.63Diluted earnings per share

$
0.67


$
0.85


$
0.62Weighted-average common shares outstanding:Basic


71,684,244



65,302,794



55,928,595Diluted


74,831,483



68,269,985



59,018,004    63




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 (In
    thousands, except share data)
  AccumulatedSeries A








Additional


Other


Dividends inPreferred


Common Stock


Paid-In


Comprehensive


Excess ofStock


Shares


Amount


Capital


(Loss)/Income


Earnings


TotalBalance at December 31, 2005

$




46,634,432


$
466


$
757,591


$
5,922


$
(33,504
)

$
730,475Net proceeds from sale of common stock






18,428,750



184



506,587











506,771Net proceeds from exercise of warrant






270,000



3



4,047











4,050Net issuances of unvested restricted common stock






92,416



1



(1
)










Vesting of share-based awards














4,019











4,019Common stock dividends






















(68,130
)


(68,130
)Net income






















35,033



35,033Unrealized gain on derivative instruments


















2,495







2,495Balance at December 31, 2006






65,425,598



654



1,272,243



8,417



(66,601
)


1,214,713Net proceeds from sale of preferred stock


222,413























222,413Net issuances of unvested restricted common stock






145,706



2



(2
)










Vesting of share-based awards














5,529











5,529Common stock dividends






















(81,205
)


(81,205
)Net income






















72,533



72,533Preferred stock dividends






















(16,868
)


(16,868
)Unrealized loss on derivative instruments


















(30,179
)






(30,179
)Balance at December 31, 2007


222,413



65,571,304



656



1,277,770



(21,762
)


(92,141
)


1,386,936Net proceeds from sale of common stock






14,754,000



147



361,983











362,130Net issuances of unvested restricted common stock






363,917



4



(4
)










Conversion of operating partnership units to common stock






68,200



1



485











486Vesting of share-based awards














6,805











6,805Common stock dividends






















(97,081
)


(97,081
)Net income






















64,897



64,897Preferred stock dividends






















(16,963
)


(16,963
)Unrealized loss on derivative instruments


















(90,364
)






(90,364
)Balance at December 31, 2008

$
222,413



80,757,421


$
808


$
1,647,039


$
(112,126
)

$
(141,288
)

$
1,616,846    64




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME
 (In
    thousands)
  Year Ended December 31,2008


2007


2006Net income

$
64,897


$
72,533


$
35,033Preferred stock dividends


(16,963
)


(16,868
)


Net income available to common stockholders


47,934



55,665


$
35,033Other comprehensive (loss)/income:Unrealized (loss)/gain on derivative instruments


(104,322
)


(30,179
)


2,495Reclassification of unrealized losses on derivative instruments


18,167







Ineffectiveness on derivative instruments


1,781







Equity in other comprehensive loss of unconsolidated partnerships


(917
)






Deferred settlement payments derivative instruments, net


(5,073
)






Comprehensive (loss)/income

$
(42,430
)

$
25,486


$
37,528    65




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (In
    thousands)
  Year Ended December 31,2008


2007


2006Operating activities:Net income

$
64,897


$
72,533


$
35,033Adjustments to reconcile net income to net cash provided by
    operating activities:Gain on sale of real estate assets






(1,087
)


Gain on extinguishment of debt


(17,066
)






Depreciation and amortization


84,227



72,429



65,610Minority interests in consolidated partnerships


(9
)


45



(137
)Minority interests in operating partnership


2,086



2,486



1,747Allowance for doubtful accounts


796



232



193Revenue reduction attributable to acquired above-market leases


1,416



2,451



2,471Revenue recognized related to acquired below-market leases


(6,422
)


(5,859
)


(4,811
)Revenue reduction attributable to lease incentives


2,006



205



Compensation expense related to restricted common stock and LTIP
    units


6,106



6,229



4,019Amortization of deferred loan costs


4,107



3,195



1,925Amortization of debt premium on mortgage notes payable


(1,343
)


(827
)


(2,148
)Loss/(income) from unconsolidated partnerships


1,200



893



(83
)Distributions representing a return on capital received from
    unconsolidated partnerships


687



357



130Distributions to minority interest in consolidated partnerships






(108
)


Loss on derivative instruments


19,948







Changes in operating assets and liabilities:Restricted cash


990



(2,441
)


(939
)Accounts receivable


(5,319
)


1,296



3,695Accrued straight-line rents


(22,160
)


(15,969
)


(11,715
)Deferred leasing costs


(11,514
)


(9,664
)


(3,070
)Other assets


(4,943
)


(2,314
)


(3,567
)Security deposits


533



(587
)


79Accounts payable, accrued expenses and other liabilities


(5,177
)


(8,530
)


13,156Net cash provided by operating activities


115,046



114,965



101,588Investing activities:Purchases of interests in and additions to investments in real
    estate and related intangible assets


(243,691
)


(394,504
)


(1,340,204
)Purchases of interests in unconsolidated partnerships






(21,402
)


Proceeds from sale of real estate assets, net of selling costs


28,800



19,389



Distributions representing a return of capital received from
    unconsolidated partnerships


1,373







Minority interest investment in consolidated partnerships


239



205



449Receipts of master lease payments


373



928



726Security deposits received from prior owners of rental properties










720Funds held in escrow for acquisitions






(12,900
)


Additions to non-real estate assets


(5,755
)


(1,017
)


(1,154
)Net cash used in investing activities


(218,661
)


(409,301
)


(1,339,463
) 66




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
  Year Ended December 31,2008


2007


2006Financing activities:Proceeds from common stock offerings


371,310







528,783Proceeds from exercise of stock warrant










4,050Proceeds from preferred stock offering






230,000



Payment of common stock offering costs


(9,180
)






(21,989
)Payment of preferred stock offering costs






(7,587
)


Payment of deferred loan costs


(143
)


(3,856
)


(14,675
)Unsecured line of credit proceeds


199,750



286,237



620,476Unsecured line of credit repayments


(361,930
)


(243,455
)


(409,311
)Secured bridge loan proceeds










150,000Secured bridge loan payments










(150,000
)Exchangeable senior notes proceeds










175,000Exchangeable senior notes repayments


(28,826
)






Secured construction loan proceeds


81,968



138,805



286,355Mortgage notes proceeds










147,000Principal payments on mortgage notes payable


(24,454
)


(21,579
)


(5,401
)Tenant improvement loan










(2,000
)Deferred settlement payments on derivative instruments, net


(5,073
)






Distributions to operating partnership unit and LTIP unit holders


(4,547
)


(3,936
)


(3,312
)Dividends paid to common stockholders


(90,354
)


(79,851
)


(61,749
)Dividends paid to preferred stockholders


(16,963
)


(12,627
)


Net cash provided by financing activities


111,558



282,151



1,243,227Net increase/(decrease) in cash and cash equivalents


7,943



(12,185
)


5,352Cash and cash equivalents at beginning of year


13,479



25,664



20,312Cash and cash equivalents at end of year

$
21,422


$
13,479


$
25,664Supplemental disclosure of cash flow information:Cash paid for interest (net of amounts capitalized of $41,243,
    $56,699, and $7,614, respectively)

$
40,691


$
25,154


$
33,965Supplemental disclosure of non-cash investing and financing
    activities:Accrual for common stock dividends declared


27,053



20,326



18,973Accrual for preferred stock dividends declared


4,241



4,241



Accrual for distributions declared for operating partnership
    unit and LTIP unit holders


1,151



1,029



874Mortgage loans assumed (includes premium of $11,312 in 2006)










18,460Accrued additions to real estate and related intangible assets


37,828



46,783



29,680    67




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization
    and Description of Business      2.
    Basis of
    Presentation and Summary of Significant Accounting
    Policies  Principles
    of Consolidation
    Investments
    in Partnerships
  Consolidation of Variable Interest
    Entities Consolidated
    Financial Statements
  No. 04-5, Determining Whether a General Partner, or the General
    Partners as a Group, Controls a Limited Partnership or Similar
    Entity When the Limited Partners Have Certain Rights (EITF 04-5), EITF 04-5 states
 68




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 04-5
  EITF 04-5,
    Investments
    in Real Estate
    Buildings and improvements

15-40 yearsGround lease

Term of the related leaseTenant improvements

Shorter of the useful lives or the terms of the related leasesFurniture, fixtures, and equipment (other assets)

3 to 5 yearsAcquired in-place leases

Non-cancelable term of the related leaseAcquired management agreements

Non-cancelable term of the related agreement     December 31,2008


2007Land

$
347,878


$
236,263Land under development


69,529



181,165Buildings and improvements


2,102,924



1,477,883Construction in progress


437,675



948,107Tenant improvements


161,839



67,0093,119,845



2,910,427Accumulated depreciation


(162,110
)


(104,444
)$
2,957,735


$
2,805,983     |
 69




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    lease-up lease-up
  lease-up lease-up
      Impairment
    of Long-Lived Assets and Long-Lived Assets to be
    Disposed
   70




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents
    Restricted
    Cash
    Deferred
    Leasing Costs
      Balance at


AccumulatedDecember 31, 2008


Amortization


NetAcquired in-place leases

$
168,390


$
(92,072
)

$
76,318Acquired management agreements


12,921



(8,602
)


4,319Deferred leasing and other direct costs


26,364



(5,482
)


20,882$
207,675


$
(106,156
)

$
101,519     Balance at


AccumulatedDecember 31, 2007


Amortization


NetAcquired in-place leases

$
167,664


$
(71,412
)

$
96,252Acquired management agreements


12,921



(6,603
)


6,318Deferred leasing and other direct costs


15,541



(1,620
)


13,921$
196,126


$
(79,635
)

$
116,491  71




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009

$
21,5462010


14,6542011


11,1142012


10,0142013


8,649Thereafter


35,542$
101,519   Deferred
    Loan Costs
    Revenue
    Recognition
    
    whether the lease stipulates how and on what a tenant
    improvement allowance may be spent;
    whether the tenant or landlord retain legal title to the
    improvements;
    the uniqueness of the improvements;
    the expected economic life of the tenant improvements relative
    to the length of the lease;
    the responsible party for construction cost overruns; and
    who constructs or directs the construction of the improvements.   72




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2009

$
241,1992010


245,1622011


236,2692012


231,4422013


222,872Thereafter


1,774,297$
2,951,241     December 31,2008


2007Acquired above-market leases

$
12,729


$
12,729Accumulated amortization


(8,400
)


(6,984
)$
4,329


$
5,745     December 31,2008


2007Acquired below-market leases

$
37,961


$
37,961Accumulated amortization


(20,675
)


(14,253
)$
17,286


$
23,708  73




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Lease incentives

$
11,698


$
2,361Accumulated amortization


(2,211
)


(205
)$
9,487


$
2,156     2009


2010


2011


2012


2013


Thereafter


TotalAmortization of:Acquired above-market leases

$
(1,282
)

$
(1,222
)

$
(581
)

$
(314
)

$
(282
)

$
(648
)

$
(4,329
)Acquired below-market leases


5,065



4,011



1,463



1,463



1,220



4,064



17,286Lease incentive


(1,264
)


(1,264
)


(1,264
)


(1,152
)


(1,078
)


(3,465
)


(9,487
)Net rental revenues  increase/(decrease)

$
2,519


$
1,525


$
(382
)

$
(3
)

$
(140
)

$
(49
)

$
3,470   EITF 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent (EITF 99-19). EITF 99-19
    EITF 85-27, Recognition of Receipts from
    Made-Up
    Rental Shortfalls.
  Allowance
    for Doubtful Accounts
   74




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Share-Based
    Payments
  Share-Based
    Payment
  Assets
    and Liabilities Measured at Fair-Value
    The Fair Value Option for Financial
    Assets and Financial Liabilities
       75




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Derivative
    Instruments
        Equity
    Offering Costs
   76




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income
    Taxes
      Dividends
    and Distributions
      For the Year Ended December 31,2008


2007


2006Per Share


%


Per Share


%


Per Share


%Common stock:Ordinary income

$
1.09



82.58
%

$
0.98



80.52
%

$
1.06



99.07
%Capital gain






0.00
%


0.02



1.38
%






0.00
%Return of capital


0.23



17.42
%


0.22



18.10
%


0.01



0.93
%Total

$
1.32



100.00
%

$
1.22



100.00
%

$
1.07



100.00
%Preferred stock:Ordinary income

$
1.84



100.00
%

$
1.35



98.54
%

$




0.00
%Capital gain






0.00
%


0.02



1.46
%






0.00
%Return of capital






0.00
%






0.00
%






0.00
%Total

$
1.84



100.00
%

$
1.37



100.00
%

$




0.00
%   Managements
    Estimates
   77




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Segment
    Information
  triple-net Disclosures about
    Segments of an Enterprise and Related Information
  Reclassifications
    3.
    Minority
    Interests   78




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2008


2007Partnership Units


Percentage of


Partnership Units


Percentage ofand LTIP Units


Total


and LTIP Units


TotalBioMed Realty Trust


80,208,533



96.3
%


65,308,702



95.7
%Minority interest consisting of:Partnership and LTIP units held by employees and related parties


2,961,369



3.5
%


2,726,172



4.0
%Partnership units held by third parties


122,192



0.2
%


190,392



0.3
%Total


83,292,094



100.0
%


68,225,266



100.0
%       4.
    Stockholders
    Equity       79




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Common
    Stock, Partnership Units and LTIP Units
    7.375%
    Series A Cumulative Redeemable Preferred
    Stock
   80




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Dividends
    and Distributions
    Dividend andAmount Per




Distribution

Dividend andDeclaration Date

Securities Class

Share/Unit


Period Covered

Payable Date

Distribution Amount(In thousands)March 14, 2008

Common stock
    and partnership and LTIP units

$
0.33500


January 1, 2008 to March 31, 2008

April 15, 2008

$
23,145March 14, 2008

Series A preferred stock

$
0.46094


January 16, 2008 to April 15, 2008

April 15, 2008

$
4,240June 16, 2008

Common stock
    and partnership
    and LTIP units

$
0.33500


April 1, 2008 to June 30, 2008

July 15, 2008

$
25,200June 16, 2008

Series A preferred stock

$
0.46094


April 16, 2008 to July 15, 2008

July 15, 2008

$
4,241September 15, 2008

Common stock and partnership and LTIP units

$
0.33500


July 1, 2008 to September 30, 2008

October 15, 2008

$
25,200September 15, 2008

Series A preferred stock

$
0.46094


July 16, 2008 to October 15, 2008

October 15, 2008

$
4,241December 15, 2008

Common stock and partnership and LTIP units

$
0.33500


October 1, 2008 to December 31, 2008

January 15, 2009

$
28,204December 15, 2008

Series A preferred stock

$
0.46094


October 16, 2008 to January 15, 2009

January 15, 2009

$
4,241     Common stock, partnership units, and LTIP units

$
101,749Series A preferred stock


16,963$
118,712  81




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Mortgage
    Notes Payable    Effective


Principal BalanceStated Fixed


Interest


December 31,Interest Rate


Rate


2008


2007


Maturity DateArdentech Court


7.25
%


5.06
%

$
4,464


$
4,564


July 1, 2012Bayshore Boulevard


4.55
%


4.55
%


14,923



15,335


January 1, 2010Bridgeview Technology Park I


8.07
%


5.04
%


11,384



11,508


January 1, 2011Eisenhower Road


5.80
%


4.63
%






2,113


May 5, 200840 Erie Street


7.34
%


4.90
%






17,625


August 1, 2008500 Kendall Street (Kendall D)


6.38
%


5.45
%


67,810



69,437


December 1, 2018Lucent Drive


5.50
%


5.50
%


5,341



5,543


January 21, 2015Monte Villa Parkway


4.55
%


4.55
%


9,084



9,336


January 1, 20106828 Nancy Ridge Drive


7.15
%


5.38
%


6,694



6,785


September 1, 2012Road to the Cure


6.70
%


5.78
%


15,200



15,427


January 31, 2014Science Center Drive


7.65
%


5.04
%


11,148



11,301


July 1, 2011Shady Grove Road


5.97
%


5.97
%


147,000



147,000


September 1, 2016Sidney Street


7.23
%


5.11
%


29,184



29,986


June 1, 20129885 Towne Centre Drive


4.55
%


4.55
%


20,749



21,323


January 1, 2010900 Uniqema Boulevard


8.61
%


5.61
%


1,357



1,509


May 1, 2015344,338



368,792Unamortized premiums










8,823



10,888$
353,161


$
379,680         6.
    Credit
    Facilities, Exchangeable Senior Notes, and Other Debt
    Instruments  Unsecured
    Line of Credit
   82




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Secured
    Term Loan
      Exchangeable
    Senior Notes
   83




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Secured
    Construction Loan
  | |
    2009

$
512,1542010


47,4462011


134,9882012


291,4212013


4,862Thereafter(1)


347,612$
1,338,483     (1)
    
    Includes $128.3 million in principal payments of the Notes
    based on a contractual maturity date of October 1, 2026.  7.
    Earnings
    Per Share   84




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Earnings per Share
 Year Ended December 31,2008


2007


2006Income from continuing operations and net income available
    for common stockholders (basic earnings per share):Income from continuing operations

$
64,897


$
70,881


$
33,568Preferred stock dividends


(16,963
)


(16,868
)


Income from continuing operations available to common
    stockholders


47,934



54,013



33,568Income from discontinued operations






1,652



1,465Net income available to common stockholders

$
47,934


$
55,665


$
35,033Income from continuing operations and net income available
    for common stockholders (diluted earnings per share):Income from continuing operations available to common
    stockholders

$
47,934


$
54,013


$
33,568Minority interests in continuing operations of operating
    partnership


2,086



2,412



1,670Income from continuing operations available to common
    stockholders before minority interests in continuing operations


50,020



56,425



35,238Income from discontinued operations






1,652



1,465Minority interest in discontinued operations of operating
    partnership






74



77Net income available to common stockholders before minority
    interests

$
50,020


$
58,151


$
36,780Weighted-average common shares outstanding:Basic


71,684,244



65,302,794



55,928,595Incremental shares from assumed conversion/exercise:Stock warrant










94,155Unvested restricted stock and LTIP units using the treasury
    method


23,567



50,869



131,690Operating partnership and LTIP units


3,123,672



2,916,322



2,863,564Diluted


74,831,483



68,269,985



59,018,004 85




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,2008


2007


2006Basic and diluted earnings per share:Income per share  basic:Income per share from continuing operations available to common
    stockholders

$
0.67


$
0.83


$
0.60Income per share from discontinued operations






0.02



0.03Net income per share available to common stockholders

$
0.67


$
0.85


$
0.63Income per share  diluted:Income per share from continuing operations available to common
    stockholders

$
0.67


$
0.83


$
0.60Income per share from discontinued operations






0.02



0.02Net income per share available to common stockholders

$
0.67


$
0.85


$
0.62   8.
    Fair-Value
    of Financial Instruments  Disclosure about Fair-value of
    Financial Instruments
       86




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Fair-value


Carrying Value


Fair-value


Carrying ValueMortgage notes payable(1)

$
373,572


$
353,161


$
393,791


$
379,680Unsecured line of credit


104,507



108,767



270,947



270,947Secured construction loan


500,162



507,128



425,352



425,160Exchangeable notes


60,278



128,250



150,889



175,000Secured term loan


240,667



250,000



254,526



250,000Total

$
1,279,186


$
1,347,306


$
1,495,505


$
1,500,787     (1)
    
    Carrying value includes $8.8 million and $10.9 million
    of debt premium as of December 31, 2008 and 2007,
    respectively.  9.
    Incentive
    Award Plan    lock-up lock-up
   87




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      WeightedUnvested Restricted


Average Grant-Shares/LTIP Units


Date Fair-ValueBalance at December 31, 2005


344,492


$
17.70Granted


243,232



27.75Vested


(163,194
)


16.82Forfeited


(150
)


26.70Balance at December 31, 2006


424,380



23.79Granted


458,015



28.14Vested


(209,818
)


20.37Forfeited


(8,259
)


28.17Balance at December 31, 2007


664,318



27.81Granted


574,495



11.87Vested


(312,828
)


25.13Forfeited


(25,144
)


25.40Balance at December 31, 2008


900,841


$
18.92   10.
    Investment
    in Unconsolidated Partnerships  EITF 04-5
 88




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Companys


CompanysOwnership


EconomicName

Partner

Interest


Interest


Date AcquiredPREI I(1)

PREI


20
%


20
%

April 4, 2007PREI II(2)

PREI


20
%


20
%

April 4, 2007McKellar Court(3)

Quidel Corporation


21
%


21
%(4)

September 30, 2004     (1)
    
    PREI I LLC acquired a portfolio of properties in Cambridge,
    Massachusetts comprised of a stabilized laboratory/building
    totaling 184,445 square feet located at 320 Bent Street, a
    partially leased laboratory/office building totaling
    420,000 square feet at 301 Binney Street, a
    37-unit
    apartment building, an operating garage facility on Rogers
    Street with 503 spaces, an operating below grade garage facility
    at Kendall Square with approximately 1,400 spaces, and a
    building currently under construction at 650 East Kendall Street
    that the Company believes can support up to
    280,000 rentable square feet of laboratory and office
    space. The 650 East Kendall Street site will also include a
    below grade parking facility that the Company estimates can
    support up to 560 spaces upon completion.Each of the PREI operating agreements includes a put/call option
    whereby either member can cause the limited liability company to
    sell certain properties in which it holds leasehold interests to
    the Company at any time after the fifth anniversary and before
    the seventh anniversary of the acquisition date. However, the
    put/call option may be terminated prior to exercise under
    certain circumstances. The put/call option purchase price is
    based on a predetermined return on capital invested by PREI. If
    the put/call option is exercised, the Company believes that it
    would have adequate resources to fund the purchase price.The PREI joint ventures jointly entered into a secured
    acquisition and interim loan facility with KeyBank in which the
    partnerships utilized approximately $427.0 million to fund
    a portion of the purchase price for the properties acquired in
    April 2007. The remaining funds available will be utilized to
    fund future construction costs at certain properties currently
    under development. Pursuant to the loan facility, the Company
    executed guaranty agreements in which it guaranteed the full
    completion of the construction at the 301 Binney Street property
    if PREI I LLC is unable or unwilling to complete the project.
    The secured acquisition and interim loan facility matures on
    April 3, 2009. At December 31, 2008, there were
    $364.1 million in outstanding borrowings on the secured
    acquisition and interim loan facility, with a contractual
    interest rate of 2.2%. On February 11, 2009, the PREI joint
    ventures jointly refinanced the outstanding balance of the
    secured acquisition and interim loan facility, or approximately
    $364.1 million, with the proceeds of a new loan totaling
    $203.3 million and members capital contributions
    funding the balance due. The new loan bears interest at a rate
    equal to, at the option of the PREI joint ventures, either (1)
    reserve adjusted LIBOR plus 350 basis points or (2) the higher
    of (a) the prime rate then in effect, (b) the federal funds rate
    then in effect plus 50 basis points or (c) one-month LIBOR plus
    450 basis points, and requires interest only monthly payments
    until the maturity date, February 10, 2011. In addition,
    the PREI joint ventures may extend the maturity date of the
    secured acquisition and interim loan facility to
    February 10, 2012 after satisfying certain conditions and
    paying an extension fee based on the then current facility
    commitment.(2)
    
    PREI II LLC acquired a portfolio of properties comprised of a
    development parcel in Houston, Texas; a laboratory/office
    building totaling 259,706 rentable square feet and fee
    simple and leasehold interests in surrounding land parcels
    located at the Science Park at Yale in New Haven, Connecticut;
    and 25,000 rentable square feet of retail space and
    additional pad sites for future development in Cambridge,
    Massachusetts. On August 2, 2007, PREI II LLC completed the
    disposition of the 25,000 square feet of retail and
    additional pad sites in Cambridge, Massachusetts. The total sale
    price included approximately $4.0 million contingently
    payable in June 2012 pursuant to a put/call option, exercisable
    on the earlier of the extinguishment or expiration 89




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  of development restrictions placed on a portion of the
    development rights included in the disposition. On
    September 28, 2007, PREI II LLC completed the disposition
    of the laboratory/office building and the fee simple and
    leasehold interests in surrounding land parcels in New Haven,
    Connecticut. On December 28, 2007, PREI II LLC completed
    the disposition of the development parcel in Houston, Texas.
    None of the sales resulted in the recognition of a material gain
    or loss. The Companys remaining investment in PREI II LLC
    (maximum exposure to losses) was approximately $824,000 at
    December 31, 2008.(3)
    
    The McKellar Court partnership holds a property comprised of a
    two-story laboratory/office building totaling
    72,863 rentable square feet located in San Diego,
    California. The Companys investment in the McKellar Court
    partnership (maximum exposure to losses) was approximately
    $2.4 million at December 31, 2008.(4)
    
    The Companys economic interest in the McKellar Court
    partnership entitles it to 75% of the gains upon a sale of the
    property and 21% of the operating cash flows.     December 31,2008


2007Assets:Investments in real estate, net

$
592,169


$
522,277Cash and cash equivalents (including restricted cash)


6,757



8,430Intangible assets, net


15,126



17,552Other assets


16,373



8,488Total assets

$
630,425


$
556,747Liabilities and members equity:Mortgage notes payable and secured construction loan

$
517,938


$
426,914Other liabilities


24,844



23,215Members equity


87,643



106,618Total liabilities and equity

$
630,425


$
556,747Companys net investment in unconsolidated partnerships

$
18,173


$
22,588    90




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##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,2008


2007


2006Total revenues

$
30,598


$
18,945


$
1,911Rental operations expenses and real estate taxes


15,531



8,854



197Depreciation and amortization


10,483



5,674



381Interest expense, net of interest income


10,759



8,946



928Total expenses


36,773



23,474



1,506Net (loss)/income

$
(6,175
)

$
(4,529
)

$
405Companys equity in net (loss)/income of unconsolidated
    partnerships

$
(1,200
)

$
(893
)

$
83   11.
    Discontinued
    Operations    OriginalProperty

Date of Sale


Acquisition Date


Sales Price


Gain on SaleColorow Drive


May 30, 2007



December 22, 2005


$
20,000


$
1,087     Year Ended December 31,2008


2007


2006Total revenues

$



$
1,111


$
2,675Total expenses






472



1,133Income before minority interests and gain on sale






639



1,542Gain on sale of real estate assets






1,087



Minority interests attributable to discontinued operations






(74
)


(77
)Income from discontinued operations

$



$
1,652


$
1,465   12.
    Derivative
    and Other Financial Instruments   91




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Current








Fair-Value (1)Notional








December 31,Amount


Strike Rate

Effective Date

Expiration Date

2008


2007$
250,000


4.157%

June 1, 2005

June 1, 2010

$
(11,011
)

$
(2,830
)115,000


4.673%

October 1, 2007

August 1, 2011


(9,349
)


(3,261
)35,000


4.700%

October 10, 2007

August 1, 2011


(2,858
)


(1,019
)330,000


4.825%

September 25, 2007

September 25, 2008






(1,700
)55,000


4.760%

September 20, 2007

September 20, 2008






(254
)Interest rate swaps


785,000









(23,218
)


(9,064
)150,000


5.162%

December 30, 2008

December 30, 2018


(34,307
)


(4,254
)50,000


5.167%

December 30, 2008

December 30, 2018


(11,449
)


(1,437
)100,000


5.167%

December 30, 2008

December 30, 2018


(22,942
)


(2,874
)150,000


5.152%

December 30, 2008

December 30, 2018


(34,175
)


(4,139
)Forward starting swaps

$
450,000








$
(102,873
)

$
(12,704
)Total derivative instruments

$
1,235,000








$
(126,091
)

$
(21,768
)     (1)
    
    On January 1, 2008, the Company adopted SFAS 157,
    which requires the Company to disclose the framework utilized
    for measuring the fair-value of assets and liabilities measured
    at fair-value on a recurring basis (see Note 2). The
    Company has determined that its derivative valuations for the
    year ended December 31, 2008 in their entirety are
    classified in Level 2 of the fair-value hierarchy. 92




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       |
    13.
    Commitments
    and Contingencies  Concentration
    of Credit Risk
   93




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Construction
    and Other Related Commitments
    Insurance
    Environmental
    Matters
    Repurchase
    Agreements
     94




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Tax
    Indemnification Agreements and Minimum Debt
    Requirements
    Legal
    Proceedings
    14.
    Property
    Acquisitions    Acquisition


Investment in


In-Place


Total CashProperty

Date


Real Estate


Lease


Consideration500 Fairview Avenue


1/28/2008


$
3,286


$
727


$
4,013Intangible amortization life (in months)










57



     Acquired








AcquiredAbove


Deferred Leasing Costs


BelowAcquisition


Investment in


Market


In-Place


Management


Market


Total CashProperty

Date


Real Estate


Lease


Lease


Fee


Lease


ConsiderationTorreyana Road


3/22/2007


$
32,128


$



$
1,937


$
57


$
(1,082
)

$
33,0406114-6154
    Nancy Ridge Drive


5/2/2007



37,711



645











(126
)


38,2309920 Belward Campus Drive


5/8/2007



15,141







1,282



145



(1,483
)


15,085Pacific Center Boulevard


8/24/2007



16,893







623



118



(855
)


16,779Forbes Boulevard


9/5/2007



32,584







886







(919
)


32,551$
134,457


$
645


$
4,728


$
320


$
(4,465
)

$
135,685Weighted-average intangible amortization life (in months)










241



42



58



54



  95




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Newly
    Issued Accounting Pronouncements  Business Combinations
  Noncontrolling Interests in Consolidated Financial Statements
  No. FAS 157-2 (FSP 157-2), FSP 157-2
  Disclosures about Derivative Instruments and Hedging
    Activities
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash Upon Conversion (Including Partial Cash
    Settlement) (FSP 14-1) , Accounting
    for Convertible Debt and Debt Issued with Stock Purchase
    Warrants FSP 14-1 FSP 14-1
 96




---



##### Table of Contents



BIOMED
    REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FSP 14-1 FSP 14-1
  EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities (FSP 03-6-1), FSP 03-6-1
  16.
    Quarterly
    Financial Information (unaudited)    2008 Quarter Ended(1)December 31


September 30


June 30


March 31Total revenues

$
83,033


$
80,811


$
70,771


$
67,358Income from continuing operations before minority interests


12,847



17,793



18,946



17,389Minority interests


(306
)


(570
)


(620
)


(581
)Net income


12,541



17,223



18,326



16,808Net income available to common stockholders

$
8,300


$
12,982


$
14,085


$
12,567Net income per share available to common
    stockholders  basic and diluted

$
0.10


$
0.18


$
0.20


$
0.19   2007 Quarter Ended(1)December 31


September 30


June 30


March 31Total revenues

$
64,050


$
64,832


$
68,429


$
68,798Income from continuing operations before minority interests


18,044



16,951



17,773



20,571Minority interests


(574
)


(494
)


(690
)


(699
)Income from continuing operations


17,470



16,457



17,083



19,872(Loss)/income from discontinued operations






(1
)


1,283



371Net income


17,470



16,456



18,366



20,243Net income available to common stockholders

$
13,229


$
12,215


$
14,172


$
16,049Income from continuing operations per share available to common
    stockholders  basic and diluted

$
0.20


$
0.19


$
0.20


$
0.24Net income per share available to common
    stockholders  basic and diluted

$
0.20


$
0.19


$
0.22


$
0.25     (1)
    
    The sum of quarterly financial data may vary from the annual
    data due to rounding.  Form 10-Q
 97




---



##### Table of Contents



SCHEDULE III 
    REAL ESTATE AND ACCUMULATED DEPRECIATION
    As of December 31, 2008
    (In thousands)  Gross amount carried at December 31,Initial Cost


Costs


2008Year











Buildings


Capitalized





BuildingsBuilt/








Ground


and


Subsequent





and





AccumulatedProperty

Renovated


Encumbrances


Land


Lease


Improvements


to Acquisition


Land


Improvements


Total


Depreciation


Net(1)




















(2)


(3)Albany Street


1922/1998


$



$
1,942


$



$
31,293


$
47


$
1,942


$
31,340


$
33,282


$
(2,826
)

$
30,456Ardentech Court


1997/2008



4,464



2,742







5,379



6,919



2,742



12,298



15,040



(1,014
)


14,026Ardenwood Venture


1985







3,550







10,603



1,553



3,550



12,156



15,706



(781
)


14,925Balboa Avenue


1968/2000







1,316







9,493



414



1,316



9,907



11,223



(1,108
)


10,115Bayshore Boulevard


2000



14,923



3,667







22,593



7,464



3,667



30,057



33,724



(4,337
)


29,387Beckley Street


1999







1,480







17,590







1,480



17,590



19,070



(1,777
)


17,293Bernardo Center Drive


1974/2008







2,580







13,714



6



2,580



13,720



16,300



(1,335
)


14,9659911 Belward Campus Drive


2001







4,160







196,814







4,160



196,814



200,974



(13,318
)


187,6569920 Belward Campus Drive


2000







3,935







11,206







3,935



11,206



15,141



(587
)


14,554Center for Life
    Science | Boston(4)


2008



507,128



60,000







407,747



245,505



60,000



653,252



713,252



(8,521
)


704,731Bridgeview Technology Park I


1977/2002



11,384



1,315







14,716



5,951



2,500



19,482



21,982



(2,242
)


19,740Bridgeview Technology Park II


1977/2002







1,522







13,066







1,522



13,066



14,588



(1,238
)


13,350Charles Street


1986







5,000







7,033



29



5,000



7,062



12,062



(576
)


11,486Coolidge Avenue


1962/1999







2,760







7,102







2,760



7,102



9,862



(658
)


9,204Dumbarton Circle


1990







2,723







5,096



93



2,723



5,189



7,912



(1,447
)


6,465Eccles Avenue(4)


1965/1995







21,257







608



1,770



21,257



2,378



23,635



(608
)


23,027Eisenhower Road


1973/2000







416







2,614



724



416



3,338



3,754



(321
)


3,433Elliott Avenue


1925/2004







10,124







38,911



20,364



10,124



59,275



69,399



(2,847
)


66,55221 Erie Street


1925/2004







3,366







18,372



59



3,366



18,431



21,797



(1,660
)


20,13740 Erie Street


1996







7,593







33,765



121



7,593



33,886



41,479



(3,039
)


38,440500 Fairview Avenue


1959/1991















3,285



13







3,298



3,298



(635
)


2,663530 Fairview Avenue(4)


2008







2,703







694



36,000



2,703



36,694



39,397



(162
)


39,235Faraday Avenue


1986







1,370







7,201







1,370



7,201



8,571



(593
)


7,978Forbes Boulevard


1978







19,250







13,334



450



19,250



13,784



33,034



(444
)


32,590Fresh Pond Research Park


1948/2002







3,500







18,322



250



3,500



18,572



22,072



(1,771
)


20,301George Patterson Boulevard


1996/2005







1,575







11,029



275



1,575



11,304



12,879



(904
)


11,975Graphics Drive


1992/2007







800







6,577



5,273



800



11,850



12,650



(1,560
)


11,090Industrial Road


2001/2005







12,000







41,718



14,081



12,000



55,799



67,799



(10,185
)


57,614John Hopkins Court


1991/2008







3,560







19,526



10,243



3,560



29,769



33,329



(240
)


33,089Kaiser Drive


1990







3,430







6,093



2,165



3,430



8,258



11,688



(461
)


11,227500 Kendall Street (Kendall D)


2002



67,810



3,572







166,308



572



3,572



166,880



170,452



(15,030
)


155,422King of Prussia Road


1954/2004







12,813







66,152



547



12,813



66,699



79,512



(7,359
)


72,153Landmark at Eastview(4)(5)


1958/2008











14,210



61,996



106,912



14,356



168,762



183,118



(9,038
)


174,080Lucent Drive


2004



5,341



265







5,888







265



5,888



6,153



(527
)


5,626Monte Villa Parkway


1996/2002



9,084



1,020







10,711







1,020



10,711



11,731



(1,171
)


10,5606114-6154
    Nancy Ridge Drive


1994







10,100







28,611







10,100



28,611



38,711



(1,216
)


37,4956828 Nancy Ridge Drive


1983/2001



6,694



2,344







9,611



484



2,344



10,095



12,439



(1,115
)


11,324 98




---



##### Table of Contents



Gross amount carried at December 31,Initial Cost


Costs


2008Year











Buildings


Capitalized





BuildingsBuilt/








Ground


and


Subsequent





and





AccumulatedProperty

Renovated


Encumbrances


Land


Lease


Improvements


to Acquisition


Land


Improvements


Total


Depreciation


Net(1)




















(2)


(3)One Research Way


1980/2008







1,813







6,454



2,937



1,813



9,391



11,204



(101
)


11,103Pacific Center Boulevard


1991







5,400







11,493



422



5,400



11,915



17,315



(1,016
)


16,299Pacific Research Center(4)


2000







74,147







142,437



52,164



74,147



194,601



268,748



(4,749
)


263,999Phoenixville Pike


1989/2008







1,204







10,879



7,735



1,204



18,614



19,818



(1,737
)


18,081Road to the Cure


1977



15,200



4,430







19,129



2,619



4,430



21,748



26,178



(634
)


25,544San Diego Science Center


1973/2002







3,871







21,875



809



3,871



22,684



26,555



(2,395
)


24,160Science Center Drive


1995



11,148



2,630







16,029







2,630



16,029



18,659



(1,761
)


16,898Shady Grove Road


2003



147,000



28,601







197,548



2,165



28,601



199,713



228,314



(13,574
)


214,740Sidney Street


2000



29,184



7,580







50,459



29



7,580



50,488



58,068



(4,533
)


53,535Sorrento Valley Boulevard


1982







4,140







15,034



2



4,140



15,036



19,176



(982
)


18,194Spring Mill Drive


1988







1,074







7,948



201



1,074



8,149



9,223



(756
)


8,467Trade Centre Avenue


1997







3,275







15,404







3,275



15,404



18,679



(1,143
)


17,536Torreyana Road


1980/1997







7,660







24,468







7,660



24,468



32,128



(1,176
)


30,9529865 Towne Centre Drive


2008







5,738







2,991



20,270



5,738



23,261



28,999



(660
)


28,3399885 Towne Centre Drive


2001



20,749



4,982







28,513







4,982



28,513



33,495



(3,118
)


30,377Tributary Street


1983/1998







2,060







10,597







2,060



10,597



12,657



(1,071
)


11,586900 Uniqema Boulevard


2000



1,357



404







3,692







404



3,692



4,096



(294
)


3,8021000 Uniqema Boulevard


1999







1,350







13,229







1,350



13,229



14,579



(1,075
)


13,504Vassar Street


1950/1998







2,040







13,841







2,040



13,841



15,881



(1,240
)


14,641Waples Street


1983/2005







2,470







2,907



11,028



2,470



13,935



16,405



(3,323
)


13,082Walnut Street


2004







5,200







36,068







5,200



36,068



41,268



(2,676
)


38,592675 West Kendall Street (Kendall A)


2002







4,922







121,182







4,922



121,182



126,104



(10,856
)


115,248217th Place


1987/2007







7,125







3,529



14,627



7,125



18,156



25,281



(589
)


24,692Total





$
851,466


$
401,866


$
14,210


$
2,120,477


$
583,292


$
417,407


$
2,702,438


$
3,119,845


$
(162,110
)

$
2,957,735     (1)
    
    Includes mortgage notes secured by various properties and the
    construction loan secured by the Center for Life
    Science | Boston
    property, but excludes unamortized debt premium of $8,823.(2)
    
    The aggregate gross cost of the Companys rental property
    for federal income tax purposes approximated $3.1 billion
    as of December 31, 2008 (unaudited).(3)
    
    Depreciation of building and improvements is recorded on a
    straight-line basis over the estimated useful lives ranging from
    15 years to 40 years.(4)
    
    The property or a portion of the property was under development
    or redevelopment as of December 31, 2008.(5)
    
    During 2007, the Company acquired a fee simple interest in the
    land at its Landmark at Eastview property. The balance of
    $14.2 million was subsequently reclassified from ground
    lease to land.  99




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##### Table of Contents



Year Ended December 31,2008


2007


2006Investment in real estate:Balance at beginning of year

$
2,910,427


$
2,518,117


$
1,151,275Property acquisitions


3,286



134,457



1,296,134Improvements


206,132



257,853



70,708Balance at end of year

$
3,119,845


$
2,910,427


$
2,518,117Accumulated Depreciation:Balance at beginning of year

$
(104,444
)

$
(60,579
)

$
(21,904
)Depreciation expense


(57,666
)


(43,865
)


(38,675
)Balance at end of year

$
(162,110
)

$
(104,444
)

$
(60,579
)    100




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(b)
  Managements
    Report on Internal Control Over Financial Reporting
      Rule 13a-15(f)
 101




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##### Table of Contents



Changes
    in Internal Control over Financial Reporting
    Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K,
    Form 10-K,
  Form 10-K,
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   102




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##### Table of Contents



Item 14.
    Principal
    Accountant Fees and Services    Item 15.
    Exhibits
    and Financial Statement Schedules  (b)
    Exhibits  ExhibitNumber

Description3.1

Articles of Amendment and Restatement of BioMed Realty Trust,
    Inc.(1)3.2

Second Amended and Restated Bylaws of BioMed Realty Trust,
    Inc.(2)3.3

Articles Supplementary Classifying BioMed Realty Trust,
    Inc.s 7.375% Series A Cumulative Redeemable Preferred
    Stock.(3)4.1

Form of Certificate for Common Stock of BioMed Realty Trust,
    Inc.(4)4.2

Form of Certificate for 7.375% Series A Cumulative
    Redeemable Preferred Stock of BioMed Realty Trust, Inc.(3)4.3

Indenture, dated September 25, 2006, among BioMed Realty,
    L.P., BioMed Realty Trust, Inc. and U.S. Bank National
    Association, as trustee, including the form of 4.50%
    Exchangeable Senior Notes due 2026.(5)10.1

Fourth Amended and Restated Agreement of Limited Partnership of
    BioMed Realty, L.P. dated as of January 18, 2007.(6)10.2

Registration Rights Agreement dated as of August 13, 2004
    among BioMed Realty Trust, Inc. and the persons named therein.(1)10.3

2004 Incentive Award Plan, as amended.(7)10.4

Form of Restricted Stock Award Agreement under the 2004
    Incentive Award Plan.(8)10.5

Form of Long Term Incentive Plan Unit Award Agreement.(7)10.6

Form of Indemnification Agreement between BioMed Realty Trust,
    Inc. and each of its directors and officers.(4)10.7

Amended and Restated Employment Agreement dated as of
    December 14, 2007 between BioMed Realty Trust, Inc., BioMed
    Realty, L.P. and Alan D. Gold.(9)10.8

Amended and Restated Employment Agreement dated as of
    December 14, 2007 between BioMed Realty Trust, Inc., BioMed
    Realty, L.P. and Gary A. Kreitzer.(9)10.9

Amended and Restated Employment Agreement dated as of
    December 14, 2007 between BioMed Realty Trust, Inc., BioMed
    Realty, L.P. and R. Kent Griffin, Jr.(9)10.10

Amended and Restated Employment Agreement dated as of
    December 14, 2007 between BioMed Realty Trust, Inc., BioMed
    Realty, L.P. and John F. Wilson, II.(9)10.11

Amended and Restated Employment Agreement dated as of
    December 14, 2007 between BioMed Realty Trust, Inc., BioMed
    Realty, L.P. and Matthew G. McDevitt.(9)10.12

First Amendment to Amended and Restated Employment Agreement
    effective as of December 15, 2008 by and among BioMed
    Realty Trust, Inc., BioMed Realty, L.P. and Alan D. Gold.(10)10.13

First Amendment to Amended and Restated Employment Agreement
    effective as of December 15, 2008 by and among BioMed
    Realty Trust, Inc., BioMed Realty, L.P. and Kent Griffin.(10)10.14

First Amendment to Amended and Restated Employment Agreement
    effective as of December 15, 2008 by and among BioMed
    Realty Trust, Inc., BioMed Realty, L.P. and Gary A. Kreitzer.(10)10.15

First Amendment to Amended and Restated Employment Agreement
    effective as of December 15, 2008 by and among BioMed
    Realty Trust, Inc., BioMed Realty, L.P. and Matthew G.
    McDevitt.(10)10.16

First Amendment to Amended and Restated Employment Agreement
    effective as of December 15, 2008 by and among BioMed
    Realty Trust, Inc., BioMed Realty, L.P. and John F. Wilson
    II.(10) 103




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##### Table of Contents



ExhibitNumber

Description10.17

Employment Transition and Consulting Agreement effective as of
    December 31, 2008 between BioMed Realty Trust, Inc., BioMed
    Realty, L.P. and John F. Wilson, II.(11)10.18

Contribution Agreement between Alan D. Gold and BioMed Realty,
    L.P. dated as of May 4, 2004.(4)10.19

Contribution Agreement between Gary A. Kreitzer and BioMed
    Realty, L.P. dated as of May 4, 2004.(4)10.20

Contribution Agreement between John F. Wilson, II and
    BioMed Realty, L.P. dated as of May 4, 2004.(4)10.21

Contribution Agreement between Matthew G. McDevitt and BioMed
    Realty, L.P. dated as of May 4, 2004.(4)10.22

Form of Contribution Agreement between the additional
    contributors and BioMed Realty, L.P. dated as of May 4,
    2004.(4)10.23

BioMed Realty 401(k) Retirement Savings Plan.(8)10.24

First Amendment to the BioMed Realty 401(k) Retirement Savings
    Plan.(8)10.25

Second Amendment to the BioMed Realty 401(k) Retirement Savings
    Plan.(8)10.26

Good Faith Amendment to the BioMed Realty 401(k) Retirement
    Savings Plan.(12)10.27

Third Amendment to the BioMed Realty 401(k) Retirement Savings
    Plan.(12)10.28

Amendment to the BioMed Realty 401(k) Retirement Savings Plan.(6)10.29

Form of Secured Term Loan Note.(13)10.30

First Amended and Restated Secured Term Loan Agreement, dated as
    of August 1, 2007, by and among BioMed Realty, L.P.,
    KeyBank National Association, as Administrative Agent, and
    certain lenders party thereto.(14)10.31

Form of Line Note under Unsecured Credit Agreement.(13)10.32

Form of Term Note under Unsecured Credit Agreement.(13)10.33

Second Amended and Restated Unsecured Credit Agreement, dated as
    of August 1, 2007, by and among BioMed Realty, L.P.,
    KeyBank National Association, as Administrative Agent, and
    certain lenders party thereto.(14)10.34

Lease Agreement, dated as of May 24, 2006, between
    BMR-Belward Campus Drive LSM LLC and Human Genome Sciences,
    Inc.(15)10.35

Lease Agreement, dated as of May 24, 2006, between
    BMR-Shady Grove Road HQ LLC and Human Genome Sciences, Inc.(15)10.36

Registration Rights Agreement, dated September 25, 2006,
    among BioMed Realty Trust, Inc., BioMed Realty, L.P., Credit
    Suisse Securities (USA) LLC and Morgan Stanley & Co.
    Incorporated.(5)10.37

Promissory Note, dated August 23, 2006, by BMR-Shady Grove
    B LLC in favor of KeyBank National Association.(16)10.38

Indemnity Deed of Trust, Assignment of Leases and Rents,
    Security Agreement, and Fixture Filing, dated August 23,
    2006, by BMR-Shady Grove Road HQ LLC in favor of KeyBank
    National Association.(16)10.39

Secured Acquisition and Construction Loan Agreement, dated as of
    November 17, 2006, among BMR-Blackfan Circle LLC, KeyBank
    National Association, as Administrative Agent, and certain other
    lenders party thereto.(17)10.40

Promissory Note, dated November 17, 2006, by BMR-Blackfan
    Circle LLC in favor of KeyBank National Association.(17)10.41

Amended and Restated Secured Acquisition and Construction Loan
    Agreement, dated as of December 21, 2006, among
    BMR-Blackfan Circle LLC, KeyBank National Association, as
    Administrative Agent, and certain other lenders party
    thereto.(18)10.42

Purchase and Sale Agreement, dated as of January 29, 2007,
    among Rogers Street, LLC, Lyme/Houston Development I, LP,
    Kendall Square LLC and BioMed Realty, L.P.(6)10.43

First Amendment to Real Estate Purchase and Sale Agreement,
    dated as of February 16, 2007, among Rogers Street, LLC,
    Lyme/Houston Development I, LP, Kendall Square LLC and
    BioMed Realty, L.P.(6) 104




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##### Table of Contents



ExhibitNumber

Description10.44

Purchase and Sale Agreement, dated as of January 29, 2007,
    among SP-K Development, LLC, SP-B1 Development, LLC, SP-A
    Development, LLC, SP-B2 Development, LLC, SP-D Development, LLC,
    SP-E
    Development, LLC, SP-J Development, LLC, 110 Munson Street, LLC,
    SP-C Development, LLC, Lyme Properties LLC and BioMed Realty,
    L.P.(6)10.45

First Amendment to Real Estate Purchase and Sale Agreement,
    dated as of February 16, 2007, among SP-K Development, LLC,
    SP-B1 Development, LLC, SP-A Development, LLC, SP-B2
    Development, LLC, SP-D Development, LLC, SP-E Development, LLC,
    SP-J Development, LLC, 110 Munson Street, LLC, SP-C Development,
    LLC, Lyme Properties LLC and BioMed Realty, L.P.(6)10.46

Second Amendment to Real Estate Purchase and Sale Agreement,
    dated as of April 3, 2007, among SP-K Development, LLC,
    SP-B1 Development, LLC, SP-A Development, LLC, SP-B2
    Development, LLC, SP-D Development, LLC, SP-E Development, LLC,
    SP-J Development, LLC, 110 Munson Street, LLC, SP-C Development,
    LLC, Lyme Properties LLC and BioMed Realty, L.P.(19)10.47

Director Compensation Policy.(20)10.48

Dividend Reinvestment and Stock Purchase Plan.(21)12.1

Ratio of Earnings to Fixed Charges.(22)21.1

List of Subsidiaries of BioMed Realty Trust, Inc.(22)23.1

Consent of KPMG LLP.(22)31.1

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.(22)31.2

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.(22)32.1

Certifications of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002.(22)     (1)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    September 20, 2004.(2)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on
    October 30, 2008.(3)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Registration Statement on
    Form 8-A
    filed with the Securities and Exchange Commission on
    January 17, 2007.(4)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Registration Statement of
    Form S-11,
    as amended (File No.
    333-115204),
    filed with the Securities and Exchange Commission on May 5,
    2004.(5)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    September 26, 2006.(6)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    February 28, 2007.(7)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 5, 2007.(8)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 14, 2005.(9)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 18, 2007.(10)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 19, 2008.(11)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    January 2, 2009.(12)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Annual Report on
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 15, 2006. 105




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##### Table of Contents



(13)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    June 3, 2005.(14)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    August 7, 2007.(15)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    May 26, 2006.(16)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    August 28, 2006.(17)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    November 20, 2006.(18)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 28, 2006.(19)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Quarterly Report on
    Form 10-Q
    filed with the Securities and Exchange Commission on May 4,
    2007.(20)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    February 6, 2007.(21)
    
    Incorporated herein by reference to BioMed Realty Trust,
    Inc.s Registration Statement on
    Form S-3
    (File No. 333-143658),
    filed with the Securities and Exchange Commission on
    June 11, 2007.(22)
    
    Filed herewith. 106




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##### Table of Contents



SIGNATURES
      ALAN
    D. GOLD
        KENT
    GRIFFIN
        GREG
    N. LUBUSHKIN
          Signature

Title

Date/s/  BARBARA
    R. CAMBONBarbara
    R. Cambon

Director

February 12, 2009/s/  EDWARD
    A. DENNISEdward
    A. Dennis

Director

February 12, 2009/s/  RICHARD
    I. GILCHRISTRichard
    I. Gilchrist

Director

February 12, 2009/s/  GARY
    A. KREITZERGary
    A. Kreitzer

Executive Vice President, General Counsel and Director

February 12, 2009/s/  THEODORE
    D. ROTHTheodore
    D. Roth

Director

February 12, 2009/s/  M.
    FAYE WILSONM.
    Faye Wilson

Director

February 12, 2009  107