Exhibit 10.16THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THEPROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES THATMAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OROTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIESACT AND APPLICABLE STATE SECURITIES LAWS OR UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSELSATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATESECURITIES LAW IS NOT REQUIRED.STOCK PURCHASE WARRANTVOID AFTER 5:00 P.M., EASTERN DAYLIGHT TIMEON AUGUST 11, 2009Date of Issuance: August 11, 2004                    Certificate No. W-1     FOR VALUE RECEIVED, BioMed Realty Trust, Inc., a Maryland corporation (the “Company”), herebygrants to Raymond James & Associates, Inc. or its registered assigns (the “Registered Holder”) theright to purchase from the Company Two Hundred Seventy Thousand (270,000) shares of the Company’sCommon Stock, $0.01 par value per share (“Warrant Stock” or “Warrant Shares”) at a price per shareof $15.00 (as adjusted from time to time hereunder, the “Exercise Price”). Certain capitalizedterms used herein are defined in Section 6 hereof. The amount and kind of securities obtainablepursuant to the rights granted hereunder and the purchase price for such securities are subject toadjustment pursuant to the provisions contained in this Warrant.     This Warrant is subject to the following provisions:Section 1. Exercise of Warrant.     1A. Exercise Period. The Registered Holder may exercise, in whole or in part, thepurchase rights represented by this Warrant at any time and from time to time after the Date ofIssuance to and including the date of the five (5) year anniversary of the effective date of thepublic offering or private placement of the securities for which Raymond James & Associates, Inc.’sservices were utilized by the Company (the “Exercise Period”).
 

 
     1B. Exercise of Warrants          (i) Method of Exercise. The Warrant evidenced hereby may be exercised by theRegistered Holder, in whole or in part, by the delivery at the principal office of the Company (orat such other office or agency of the Company as it may designate by notice in writing to theRegistered Holder), during normal business hours, of this Warrant and the Exercise Agreement (inthe form attached hereto as Exhibit I), duly completed and executed, and payment of the PurchasePrice (as such term is defined in Section 1B(x) below) in cash, by wire transfer of immediatelyavailable United States federal funds or by bank certified, treasurer’s or cashier’s check payableto the order of the Company. Upon delivery of the Exercise Agreement, this Warrant and thePurchase Price, the Company shall deliver to the Registered Holder that number of Warrant Shareswhich is equal to the Purchase Price divided by the Exercise Price, as may be adjusted from time totime.          (ii) Cashless Exercise. In lieu of exercising the Warrant evidenced hereby pursuantto Section 1B(i) above, the Registered Holder shall have the right during the Exercise Period toexercise this Warrant, in whole or in part, by surrendering this Warrant to the Company accompaniedby the Form of Cashless Exercise (in the form attached hereto as Exhibit II), duly completed andexecuted. Upon delivery of the Form of Cashless Exercise and this Warrant, the Company shalldeliver to the Registered Holder (without payment by the Registered Holder of any cash in respectof the Purchase Price) that number of Warrant Shares which is equal to the amount obtained bydividing (x) an amount equal to the difference between (1) the aggregate Market Price for theWarrant Shares as to which the Cashless Exercise Right is then being exercised (the “CashlessExercise Shares”), determined as of immediately prior to the effective time of the exercise of theCashless Exercise Right, minus (2) the aggregate Exercise Price then applicable to the CashlessExercise Shares (such difference, the “Cashless Exercise Amount”), by (y) the Market Price of oneshare of Common Stock determined as of the close of trading immediately prior to the effective timeof the exercise of the Cashless Exercise right. Upon exercise of the Cashless Exercise right, theCashless Exercise Amount shall be deemed to have been paid to the Company in respect of the WarrantShares so acquired. Any references in this Warrant to the “exercise” of this Warrant, and the useof the term “exercise” herein, shall be deemed to include, without limitation, any exercise of theCashless Exercise right.          (iii) Certificates for shares of Warrant Stock purchased upon exercise of this Warrant shallbe delivered by the Company to the Registered Holder as soon as practicable after surrender of theWarrant and either (a) payment of the Purchase Price and delivery of the Exercise Agreement or (b)delivery of the Form of Cashless Exercise
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to the Company, and in any event within ten (10) business days after such surrender, payment anddelivery to the Company in the manner described above. Unless this Warrant has expired or all ofthe purchase rights represented hereby have been exercised, the Company shall prepare a newWarrant, substantially identical hereto, in the name of Registered Holder, representing the rightsformerly represented by this Warrant which have not expired or been exercised and shall, as soon aspracticable, deliver such new Warrant to the Registered Holder or to such Person as the RegisteredHolder has designated for delivery.          (iv) The Warrant Stock issuable upon the exercise of this Warrant shall be deemed to have beenissued to the Registered Holder as of the close of business on the date on which this Warrant shallhave been surrendered to the Company and delivery of (1) the Purchase Price and Exercise Agreementor (2) Form of Cashless Exercise has been made to the Company, and the Registered Holder shall bedeemed for all purposes to have become the record holder of such Warrant Stock on that date.          (v) The issuance of certificates for shares of Warrant Stock upon exercise of this Warrantshall be made without charge to the Registered Holder with respect to any issuance tax or othercost incurred by the Company in connection with such exercise and the related issuance of shares ofWarrant Stock provided, however, that the Company shall not be required to pay any tax which may bepayable in respect of any transfer involved in the issuance and delivery of any certificates in aname other than that of the then Registered Holder of the Warrant being exercised. Each share ofWarrant Stock issuable upon exercise of this Warrant shall, upon payment of the Exercise Price, beduly authorized, validly issued, fully paid and nonassessable and free from all liens and chargeswith respect to the issuance thereof.          (vi) The Company shall not close its books against the transfer of this Warrant or of anyshare of Warrant Stock issued or issuable upon the exercise of this Warrant in any manner whichinterferes with the timely exercise of this Warrant in accordance with its terms. The Companyshall from time to time take all such action as may be necessary to insure that the par value pershare of the unissued Warrant Stock acquirable upon exercise of this Warrant is at all times equalto or less than the Exercise Price then in effect.          (vii) The Company shall assist and cooperate with any Registered Holder required to make anygovernmental filings or obtain any governmental approvals prior to, or in connection with, theexercise of this Warrant, at the Registered Holder’s expense.          (viii) The Company shall at all times reserve and keep available out of its authorized butunissued shares of Warrant Stock, solely for the purpose of issuance upon the exercise of theWarrants, at least such number of shares of Warrant Stock issuable upon the exercise in full of alloutstanding Warrants. The Company shall take all such actions as may be necessary to insure thatall such shares of Warrant Stock may be so issued without violation of any applicable law orgovernmental regulation or any
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requirements of any domestic securities exchange upon which shares of Warrant Stock may be listed(except for official notice of issuance which shall be promptly delivered by the Company upon eachsuch issuance). The Company shall not take any action which would cause the number of authorizedbut unissued shares of Warrant Stock to be less than the number of such shares required to bereserved hereunder for issuance upon exercise of the Warrants.          (ix) If the shares of Warrant Stock issuable by reason of exercise of this Warrant areconvertible into or exchangeable for any other stock or securities of the Company, the Companyshall, at the Registered Holder’s option and upon surrender of this Warrant by such holder asprovided above, together with any notice, statement or payment required to effect such conversionor exchange of Warrant Stock, deliver to such holder (or such other Person specified by suchholder) a certificate or certificates representing the stock or securities into which the shares ofWarrant Stock issuable by reason of such conversion are convertible or exchangeable, registered insuch name or names and in such denomination or denominations as such holder has specified.          (x) Purchase Price. The Purchase Price shall be the amount equal to the product of theExercise Price multiplied by the number of shares of Warrant Stock being purchased upon suchexercise.     1C. Fractional Shares. If a fractional share of Warrant Stock would be issuable uponexercise of the rights represented by this Warrant, the Company shall, as soon as practicable afterthe date of exercise, deliver to the Registered Holder a check payable to the Registered Holder, inlieu of such fractional share, in an amount equal to the difference between (x) the Market Price ofsuch fractional share as of the close of trading immediately prior to the effective time of theexercise and (y) the Exercise Price of such fractional share.Section 2. Adjustment of Exercise Price and Number of Shares. In order to preventdilution of the rights granted under this Warrant, the Exercise Price shall be subject toadjustment from time to time as provided in this Section 2, and the number of shares of WarrantStock obtainable upon exercise of this Warrant shall be subject to adjustment from time to time asprovided in this Section 2.     2A. Adjustments of Number of Shares/Price. If the Company shall (i) declare adividend on the Common Stock in shares of its capital stock (whether shares of Common Stock or ofcapital stock of any other class), (ii) split or subdivide its outstanding shares of Common Stock,(iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issueby reclassification of its shares of Common Stock any shares of capital stock or other securitiesof the Company, then, in each such event, the number of shares of Common Stock purchasable uponexercise of this Warrant immediately prior to the record date or effective date thereof, shall beadjusted so that the holder of this Warrant shall be entitled to receive, upon the exercise of thisWarrant, the aggregate number and kind of shares of Warrant Stock or other securities which itwould have owned or have been entitled to receive after the
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occurrence of any of the events described above, had such Warrant been exercised immediatelyprior to the occurrence of such event (or any record date or effective date with respect thereto).Such adjustment shall be made successively whenever any of the events listed above shall occur. Anadjustment made pursuant to this Section 2A shall become effective immediately after the effectivedate of the event retroactive to the record date, if any, for such event. Whenever the number ofshares of Warrant Stock purchasable upon the exercise of this Warrant is adjusted pursuant to thisSection 2A, the Exercise Price per share of Warrant Stock payable upon exercise of this Warrantshall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by afraction, the numerator of which shall be the number of shares of Warrant Stock purchasable uponthe exercise of this Warrant immediately prior to such adjustment, and the denominator of whichshall be the number of shares of Warrant Stock purchasable immediately after such adjustment.     2B. Subdivision or Combination of Common Stock. If the Company at any time subdivides(by any stock split, stock dividend, recapitalization or otherwise) one or more classes of itsoutstanding shares of Common Stock into a greater number of shares, the Exercise Price in effectimmediately prior to such subdivision shall be proportionately reduced and the number of shares ofWarrant Stock obtainable upon exercise of this Warrant shall be proportionately increased. If theCompany at any time combines (by reverse stock split or otherwise) one or more classes of itsoutstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effectimmediately prior to such combination shall be proportionately increased and the number of sharesof Warrant Stock obtainable upon exercise of this Warrant shall be proportionately decreased.     2C. Reorganization, Reclassification, Consolidation, Merger or Sale. Anyrecapitalization, reorganization, reclassification, consolidation, merger, sale of all orsubstantially all of the Company’s assets or other transaction, which in each case is effected insuch a way that the holders of Common Stock are entitled to receive (either directly or uponsubsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stockis referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, theCompany shall make appropriate provision to insure that each of the Registered Holders of theWarrants shall thereafter have the right to acquire and receive, in lieu of or in addition to (asthe case may be) the shares of Warrant Stock immediately theretofore acquirable and receivable uponthe exercise of such holder’s Warrant, such shares of stock, securities or assets as may be issuedor payable with respect to or in exchange for the number of shares of Warrant Stock immediatelytheretofore acquirable and receivable upon exercise of such holder’s Warrant had such OrganicChange not taken place. In any such case, the Company shall make appropriate provision withrespect to such holders’ rights and interests to insure that the provisions of this Section 2 andSections 1, 3 and 4 hereof shall thereafter be applicable to the Warrants. The Company shall noteffect any such consolidation, merger or sale, unless prior to the consummation thereof, thesuccessor entity (if other than the Company) resulting from consolidation or merger or the entitypurchasing such assets assumes by written instrument, the obligation to deliver to each such holdersuch shares
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of stock, securities or assets as, in accordance with the foregoing provisions, such holder may beentitled to acquire.     2D. Certain Events. If any event occurs of the type contemplated by the provisions ofthis Section 2, but not expressly provided for by such provisions, then the Company’s Board ofDirectors shall make an appropriate adjustment in the Exercise Price and the number of shares ofWarrant Stock obtainable upon exercise of this Warrant so as to protect the rights of the holdersof the Warrants; provided that no such adjustment shall increase the Exercise Price or decrease thenumber of shares of Warrant Stock obtainable as otherwise determined pursuant to this Section 2.     2E. Notices.          (i) Immediately upon any adjustment of Exercise Price, the Company shall give written noticethereof to the Registered Holder, setting forth in reasonable detail and certifying the calculationof such adjustment.          (ii) The Company shall give written notice to the Registered Holder at least twenty (20) daysprior to the date on which the Company closes its books or takes a record (x) with respect to anydividend or distribution upon the Common Stock, (y) with respect to any pro rata subscription offerto holders of Common Stock, or (z) for determining rights to vote with respect to any OrganicChange, dissolution or liquidation.          (iii) The Company also shall give written notice to the Registered Holder at least twenty (20)days prior to the date on which any Organic Change, dissolution or liquidation shall take place.Section 3. Liquidating Dividends. If the Company declares or pays a dividend upon theCommon Stock that is payable otherwise than in cash out of earnings or earned surplus (determinedin accordance with generally accepted accounting principles, consistently applied) (except for astock dividend payable in shares of Common Stock) (a “Liquidating Dividend”), then the Companyshall pay to the Registered Holder of this Warrant at the time of payment thereof the LiquidatingDividend which would have been paid to such Registered Holder on the Warrant Stock had this Warrantbeen fully exercised immediately prior to the date on which a record is taken for such LiquidatingDividend, or, if no record is taken, the date as of which the record holders of Common Stockentitled to such dividends are to be determined.Section 4. Purchase Rights. If at any time the Company grants, issues or sells anyOptions, Convertible Securities or rights to purchase stock, warrants, securities or other propertypro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then theRegistered Holder of this Warrant shall be entitled to acquire, upon the terms applicable to suchPurchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holderhad held the number of shares of Warrant Stock acquirable upon complete exercise of this Warrantimmediately before the date on which a record is taken for the grant, issuance or sale of suchPurchase Rights, or, if no
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such record is taken, the date as of which the record holders of Common Stock are to be determinedfor the grant, issue or sale of such Purchase Rights.Section 5. Registration Rights.     5A. Piggyback Registration Rights. If at any time within the Exercise Period, theCompany proposes to file a registration statement with respect to any class of security under theSecurities Act in a primary registration on behalf of the Company and/or in a secondaryregistration on behalf of holders of such securities, other than a registration statement relatingto employee benefit plans or corporate reorganizations or other transactions covered by Rule 145promulgated under the Securities Act, a registration on any registration form which does not permitsecondary sales or does not include substantially the same information as would be required to beincluded in a registration statement covering the sale of the Registrable Securities, or aregistration statement related to the initial public offering of the Company’s securities, theCompany will give written notice as soon as practicable, but not later than twenty (20) days priorto the proposed filing date of the registration statement, to the Registered Holder and each holderof Warrant Shares (the “Warrant Shareholders”) at the address appearing on the records of theCompany of its intention to file such registration statement and will offer to include in suchregistration statement, to the maximum extent possible, such number of Registrable Securities withrespect to which the Company has received written requests from Warrant Shareholders (each a“Selling Holder” and collectively the “Selling Holders”) for inclusion therein within ten (10) daysafter the receipt of notice from the Company. All registrations requested pursuant to this Section5A are referred to herein as “Piggyback Registrations.” The rights to Piggyback Registrationsprovided for in this Section 5 shall expire upon the expiration of the Exercise Period.          (i) Priority on Registrations. If a Piggyback Registration involves an underwriting,the Company shall so advise the Warrant Shareholders as a part of the written notice given pursuantto Section 5A. In such event, the right of a Warrant Shareholder to participate in that PiggybackRegistration shall be conditioned upon such Warrant Shareholder’s participation in suchunderwriting and the inclusion of all or any part of the shares of Registrable Securities specifiedin such Warrant Shareholder’s notice in the underwriting to the extent provided herein. TheWarrant Shareholder shall enter into an underwriting agreement in customary form with therepresentative of the underwriter or underwriters selected by the Company. If the underwriter(s)for the offering being registered by the Company shall determine in good faith and advise theCompany in writing that in its/their opinion the number of Registrable Securities requested to beincluded in such registration exceeds the number that can be sold in such offering withoutadversely affecting the distribution of such securities by the Company, the Company will include insuch registration (A) first, the securities that the Company proposes to sell, if any, (B) second,the securities with demand registration rights requesting such registration, if any, and (C) third,to the extent possible, the Registrable Securities and any other securities with piggybackregistration rights requesting to be included therein, apportioned pro rata among the holders ofsuch securities.
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     5B. Obligations of the Company. Subject to the other provisions of this Section 5,whenever required hereunder to use its reasonable efforts to effect the registration of any WarrantStock, the Company shall, as promptly as possible:          (i) Bear the expenses of any registration or qualification under Section 5A, including, butnot limited to, underwriting, legal, accounting and printing fees; provided, however, that in noevent shall the Company be obligated to pay any fees and disbursements of special counsel forRegistered Holder of Registrable Securities or any underwriting discounts or commissions payable bythe Registered Holder;          (ii) Furnish to the Selling Holders, prior to filing a registration statement, copies of suchregistration statement as proposed to be filed, and thereafter such number of copies of suchregistration statement, each amendment and supplement thereto (in each case including all exhibitsthereto), the prospectus included in such registration statement (including each preliminaryprospectus) and such other documents as the Selling Holders may reasonably request in order tofacilitate the disposition of the Warrant Stock owned by the Selling Holders;          (iii) Prepare and file with the Securities and Exchange Commission (the “SEC”) a registrationstatement on the appropriate form with respect to such Warrant Stock and any other shares ofcapital stock included in such registration and use its reasonable efforts to cause suchregistration statement to become effective as soon as practicable after such filing and remaineffective: (x) in the case of an underwritten offering, for such period as is required by theunderwriter for such offering or (y) in the case of an offering not underwritten, until the SellingHolders have informed the Company in writing that the distribution of their securities has beencompleted, but in no event longer than 120 days plus any period during which the Selling Holdersare obligated to refrain from selling because the Company is required to amend or supplement theprospectus;          (iv) Prepare and file with the SEC such amendments and supplements (including post-effectiveamendments and supplements) to such registration statement and the prospectus used in connectionwith such registration statement as may be necessary to comply with the provisions of theSecurities Act with respect to the disposition of all securities covered by such registrationstatement;          (v) Notify the Selling Holders if, at any time when a prospectus relating to such WarrantStock is required to be delivered under the Securities Act, any event shall have occurred as aresult of which the prospectus then in use with respect to such Warrant Stock contains an untruestatement of a material fact or omits to state a material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances under which they were made,not misleading, and prepare and furnish to all sellers as promptly as possible, a reasonable numberof copies of a supplement to or an amendment of such prospectus so that as thereafter delivered tothe Selling Holders of the Warrant Stock, such prospectus will not contain an untrue statement of amaterial fact or omit to state any material fact required to be stated therein
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or necessary to make the statements therein, in light of the circumstances under which they weremade, not misleading;          (vi) Use its reasonable efforts to register or qualify the securities covered by suchregistration statement under such other securities or Blue Sky laws of such jurisdictions as theSelling Holders may reasonably request for the distribution of the securities covered by theregistration statement and do any and all other acts and things which may be reasonably necessaryor advisable to enable the Selling Holders to consummate the distribution in such jurisdictions ofthe Warrant Stock owned by the Selling Holders;          (vii) Promptly notify such Selling Holders and the managing underwriters, if any,participating in the distribution pursuant to such registration statement of the following promptlyafter learning of the same: (A) when such registration statement or any post-effective amendment orsupplement thereto becomes effective or is approved; (B) of the issuance by any competent authorityof any stop order suspending the effectiveness or qualification of such registration statement orthe prospectus then in use or the initiation or threat of any proceeding for that purpose; and (C)of the suspension of the qualification of any Warrant Shares included in such registrationstatement for sale in any jurisdiction;          (viii) Use its reasonable efforts to comply with all applicable rules and regulations of theSEC, and make available to its security holders, as soon as reasonably practicable, an earningsstatement covering a period of twelve (12) months, beginning within three (3) months after theeffective date of the registration statement, which earnings statement shall satisfy the provisionsof Section 11(a) of the Securities Act and Rule 158 thereunder;          (ix) Make available for inspection by each Selling Holder, and the underwriters, if any, ofsuch Warrant Shares and their respective counsel, accountants or agents, such access to its booksand records and such opportunities to discuss the business of the Company with its officers andindependent public accountants as shall be necessary to enable them to conduct a reasonableinvestigation within the meaning of the Securities Act;          (x) Enter into customary agreements (including an underwriting agreement in customary form, inthe case of an underwritten offering) and take such other actions as are reasonably required inorder to expedite or facilitate the disposition of such Warrant Shares;          (xiii) In the event such sale is pursuant to an underwritten offering, use its reasonableefforts to obtain a “cold comfort” letter from the Company’s independent public accountants incustomary form and covering such matters of the type customarily covered by “cold comfort” lettersas the Selling Holders or the underwriter reasonably request;          (xi) Cooperate with the Selling Holders, the underwriter or underwriters (or broker/dealerinvolved in the distribution), if any, and its respective counsel in
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connection with any filings required to be made with the National Association of Securities Dealers(the “NASD”);          (x) Register the Warrant Shares for trading on the New York Stock Exchange or such otherexchange or trading market as the Common Stock is then listed;     The Registered Holder agrees that, upon receipt of any notice from the Company (as to theshares of Common Stock) of the happening of any event of the kind described in clause (vii) ofSection 5B, the Registered Holder will forthwith discontinue disposition of such shares pursuant tothe registration statement covering such Warrant Shares until the Registered Holder’s receipt ofthe copies of the supplemented or amended prospectus contemplated by clause (vii) of this Section5B, and, if so directed by the Company, the Registered Holder will deliver to the Company (at theCompany’s expense) all copies, other than permanent file copies then in the Registered Holder’spossession of the prospectus covering such Warrant Shares then in the Registered Holder’spossession current at the time of receipt of such notice. In the event the Company shall give anysuch notice, the Company shall extend the period during which such registration statement shall bemaintained effective pursuant to this Warrant by the number of days during the period from andincluding the date of the giving of such notice pursuant to clause (vii) of Section 5B to andincluding the date when the Registered Holder shall have received the copies of the supplemented oramended prospectus contemplated by clause (vii) of this Section 5B.     5C. For purposes of this Section 5, the term, “Registrable Securities” shall mean the sharesissuable or issued upon exercise of the Warrant regardless of whether such Warrant has beenexercised. Nothing in this Section 5, however, shall be deemed to require the Company to registerthe Warrant, it being understood that the registration rights granted hereby relate only to theshares issuable or issued upon exercise of the Warrant and any securities issued in substitution orexchange.     5D. Indemnification. In the event any Warrant Stock is included in a registration statementfiled by the Company:          (i) At the request of the Registered Holder in connection with a request forregistration made under Section 5, the Company agrees to execute and deliver a separate agreementin customary form providing rights of contribution and indemnification, to the full extentpermitted by law, in favor of Registered Holder, its respective officers, directors and agents andeach person who controls the Registered Holder (within the meaning of the Securities Act), and anyinvestment adviser thereof or agent therefor (including brokers or dealers), against all losses,claims, damages, liabilities and expenses caused by an untrue or alleged untrue statement of amaterial fact contained in any registration statement, prospectus or preliminary prospectus or anyomission or alleged omission to state therein a material fact required to be stated therein (in thecase of a prospectus, in light of the circumstances under which they were made) not misleading,except insofar as the same are made in reliance upon and conformity with any written informationwith respect to the Registered Holder furnished to the Company by the Registered Holder expresslyfor use therein or by the Registered Holder’s failure to deliver a copy of the registrationstatement or prospectus or any
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amendments or supplements thereto after the Company has furnished the Registered Holder with asufficient number of copies of the same. The Company will also indemnify any underwriters ofWarrant Stock, its officers, directors and agents and each person who controls such underwriters(within the meaning of the Securities Act) to the same extent as provided above with respect toindemnification of the Registered Holder; provided that, such indemnification shall not apply toany untrue statement or omission made in reliance upon and in conformity with written informationfurnished to the Company with respect to such underwriters by or on behalf of such underwritersexpressly for inclusion in the registration statement and the prospectus, or any amendment thereofor supplement thereto.          (ii) In connection with any registration statement in which the Registered Holder isparticipating, the Registered Holder will furnish to the Company in writing such information withrespect to the Registered Holder as the Company reasonably requests for use in connection with anysuch registration statement or prospectus and each such Registered Holder agrees to execute anddeliver a separate agreement in customary form providing indemnification, severally and not jointlyto the full extent permitted by law, in favor of the Company, its directors, officers, agents andeach person who controls the Company (within the meaning of the Securities Act) against any losses,claims, damages, liabilities and expenses resulting by an untrue or alleged untrue statementof a material fact contained in any registration statement, prospectus or preliminary prospectus orany omission or alleged omission to state therein a material fact required to be statedtherein (in the case of a prospectus, in light of the circumstances under which they weremade) not misleading, to the extent, but only to the extent, that such untrue statement or omissionis contained in any information or affidavit with respect to such Registered Holder so furnished inwriting by such Registered Holder expressly for inclusion therein; provided,however that such Registered Holder shall not be liable for any amounts exceeding theproceeds for the sale of the Warrant Shares sold pursuant to said registration statement orprospectus.          (iii) The foregoing indemnity agreements of the Company and the Registered Holder aresubject to the condition that, insofar as they relate to any violation made in a preliminaryprospectus but eliminated or remedied in the amended prospectus on file with the SEC at the timethe registration statement in question becomes effective or the amended prospectus filed with theSEC pursuant to Rule 424(b) of the Securities Act (the “Final Prospectus”), such indemnityagreement shall not inure to the benefit of any Person if a copy of the Final Prospectus wasfurnished to the indemnified party and was not furnished to the Person asserting such claim or lossat or prior to the time such action is required by the Securities Act.          5E. The Registered Holder shall not be entitled to exercise any right provided for in thisSection 5 after such time as Rule 144 or another similar exemption under the Securities Act isavailable for the sale of all of the Registered Holder’s Warrant Shares during a three (3)-monthperiod without registration.Section 6. Definitions. The following terms have meanings set forth below:
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     “Common Stock” means, collectively, the Company’s Common Stock and any capital stockof any class of the Company hereafter authorized which is not limited to a fixed sum or percentageof par or stated value in respect to the rights of the holders thereof to participate in dividendsor in the distribution of assets upon any liquidation, dissolution or winding up of the Company.     “Convertible Securities” means any stock or securities (directly or indirectly)convertible into or exchangeable for Common Stock.     “Market Price” means, on any date, the average of the daily closing prices for fifteen(15) consecutive trading days commencing twenty (20) trading days before the date of suchcomputation. The closing price for each day shall be the average of the closing prices of suchsecurity’s sales on all domestic securities exchanges on which such security may be listed at thetime, or, if there have been no sales on any such exchange on that day, the average of the highestbid and lowest asked prices on all such exchanges at the end of such day, or, if on any day suchsecurity is not so listed, the closing sale price of the Common Stock or, in case no sale ispublicly reported, the “Market Price” shall be the fair value thereof determined in good faith bythe Company’s Board of Directors.     “Options” means any rights or options to subscribe for or purchase Common Stock orConvertible Securities.     “Person” means an individual, a partnership, a joint venture, a corporation, a limitedliability company, a trust, an unincorporated organization and a government or any department oragency thereof.     “Securities Act” means the Securities Act of 1933, as amended.     “Warrant Stock” or “Warrant Shares” means the Company’s Common Stock; providedthat, if there is a change such that the securities issuable upon exercise of the Warrants areissued by an entity other than the Company or there is a change in the type class of securities soissuable, then the term “Warrant Stock” shall mean one share of the security issuable upon exerciseof the Warrants if such security is issuable in shares, or shall mean the smallest unit in whichsuch security is issuable if such security is not issuable in shares.Section 7. Warrant Transferable. Subject to the transfer conditions referred to in thelegend endorsed hereon, this Warrant and all rights hereunder are transferable, in whole or inpart, without charge to the Registered Holder other than any applicable transfer taxes, uponsurrender of this Warrant with a properly executed Assignment (in the form of Exhibit III hereto)at the principal office of the Company.Section 8. NASD Matters. Notwithstanding anything to the contrary in this Warrant, theCompany agrees to modify any terms of the Warrant as reasonably requested by the Registered Holderso as to enable the Registered Holder to comply with the Conduct
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Rules of the NASD; provided that any such modification shall not adversely affect the Company orits rights or obligations hereunder.Section 9. Warrant Exchangeable for Different Denominations. This Warrant isexchangeable, upon the surrender hereof by the Registered Holder at the principal office of theCompany, for new Warrants of like tenor representing in the aggregate the purchase rightshereunder, and each of such new Warrants shall represent such portion of such rights as isdesignated by the Registered Holder at the time of such surrender. The date the Company initiallyissues this Warrant shall be deemed to be the “Date of Issuance” hereof regardless of the number oftimes new certificates representing the unexpired and unexercised rights formerly represented bythis Warrant shall be issued. All Warrants representing portions of the rights hereunder arereferred herein as the “Warrants.”Section 10. Replacement. Upon receipt of evidence reasonably satisfactory to the Company(an affidavit of the Registered Holder shall be satisfactory) of the ownership and the loss, theft,or destruction, or mutilation of any certificate evidencing this Warrant, and in the case of anysuch loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company,or, in the case of any such mutilation upon surrender of such certificate, the Company shall (atthe Registered Holder’s expense) execute and deliver in lieu of such certificate a new certificateof like kind representing the same rights represented by such lost, stolen, destroyed or mutilatedcertificate and dated the date of such lost, stolen, destroyed or mutilated certificate.Section 11. Notices. Except as otherwise expressly provided herein, all notices referredto in this Warrant shall be in writing and shall be delivered by registered or certified mail,return receipt requested, postage prepaid or sent by reputable overnight courier service (chargesprepaid) and shall be deemed to have been given when so mailed or sent (1) to the Company, at itsprincipal executive offices and (2) to the Registered Holder of this Warrant, at such holder’saddress as it appears in the records of the Company (unless otherwise indicated by any suchholder).Section 12. Descriptive Headings; Governing Law. The descriptive headings of the severalSections and paragraphs of this Warrant are inserted for convenience only and do not constitute apart of this Warrant. The corporation laws of the State of Maryland shall govern all issuesconcerning the relative rights of the Company and its shareholders. All other questions concerningthe construction, validity, enforcement and interpretation of this Warrant shall be governed by theinternal law of the State of Maryland, without giving effect to any choice of law or conflict oflaw provision or rule (whether of the State of Maryland or any other jurisdictions) that wouldcause the application of the laws of any jurisdictions other than the State of Maryland.Section 13. Rights of Holder. The Registered Holder shall not, by virtue hereof, beentitled to any rights of a shareholder of the Company, either at law or equity, and the rights ofthe Registered Holder are limited to those expressed in this Warrant. Nothing contained in thisWarrant shall be construed as conferring upon the Registered Holder the
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right to vote or to consent or to receive notice as a shareholder of the Company on any matters orwith respect to any rights whatsoever as a shareholder of the Company. No dividends or interestshall be payable or accrued in respect of this Warrant or the interest represented hereby or theWarrant Stock purchasable hereunder until, and only to the extent that, this Warrant shall havebeen exercised in accordance with its terms.Section 14. Representations and Covenants of Holder. This Warrant has been entered intoby the Company in reliance upon the following representations and covenants of the RegisteredHolder, which by its execution hereof the Registered Holder hereby confirms:Section 14A. Investment Purpose. This Warrant, and the Warrant Shares issuable uponexercise hereof, are being acquired for investment and not with a view to the sale or distributionof any part thereof, and the Registered Holder has not present intention of selling or engaging inany public distribution of the same except pursuant to a registration or exemption.Section 14B. Private Issue. The Registered Holder understands that (i) the Warrant Sharesissuable upon exercise of this Warrant are not registered under the Securities Act or qualifiedunder applicable state securities laws on the grounds that the issuance contemplated by thisWarrant will be exempt from the registration and qualification requirements thereof, and (ii) theCompany’s reliance on such exemption is predicated on the representations set forth in this Section14.Section 14C. Disposition of Holder’s Rights. In no event will the Registered Holder makea disposition of any of its rights to acquire the Warrant Shares, or of any Warrant Shares issuedupon exercise of such rights, unless and until (i) it shall have notified the Company of theproposed disposition and (ii) complied with the conditions referred to in the legend endorsedhereon.Section 14D. Financial Risk. The Registed Holder has such knowledge and experience infinancial and business matters as to be capable of evaluating the merits and risks of itsinvestment and has the ability to bear the economic risks of its investment.Section 14E. Accredited Investor. The Registered Holder is an “accredited investor”within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by itsduly authorized officers under its corporate seal and to be dated the Date of Issuance hereof.BIOMED REALTY TRUST, INC.    By: /s/ ALAN D. GOLD  Name: Alan D. Gold Title: Chief Executive Officer    Attest:        /s/ GARY A. KREITZER   Gary A. Kreitzer, Secretary  
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EXHIBIT IEXERCISE AGREEMENT     To:   Dated:The undersigned, pursuant to the provisions set forth in the attached Warrant(Certificate No. W-                    ), hereby irrevocably subscribes for the purchase of                                        shares of the Warrant Stock covered by such Warrant and makes paymentherewith in full at the price per share provided by such Warrant. The undersigned requeststhat a certificate for such shares be issued in the name of [the undersigned] and bedelivered to [the undersigned] at the address stated below. The undersigned furtherrequests that, if the number of shares subscribed for herein shall not be all of the sharespurchasable hereunder, that a new Warrant of like tenor for the balance of the sharespurchasable hereunder be delivered to [the undersigned].In exercising its rights to purchase the Warrant Stock, the undersigned herebyconfirms and acknowledges the investment representations and warranties made in Section 14of the Warrant.Signature                                                             Address                                                            
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EXHIBIT IIFORM OF CASHLESS EXERCISE     To:   Dated:The undersigned hereby irrevocably elects a Cashless Exercise of the Warrantrepresented by the attached Warrant (CertificateNo. W                    )to purchase the shares of Common Stock issuable upon the exercise in accordance with Section 1B(ii) of the Warrant and requests that certificates for such shares be issued in thename of:Please insert social security or other