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		Per				Total
		Share				($ in 000s)
Public offering price		$	22.50			$	295,875
Underwriting discount		$	1.0125			$	13,314
Proceeds, before expenses, to us		$	21.4875			$	282,561

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			Page
Prospectus Summary				1
	BioMed Realty Trust, Inc.			1
	Recent Developments			1
	Our Properties			2
	Industry Overview			4
	Investment Highlights			4
	Summary Risk Factors			5
	The Offering			7
	Distribution Policy			7
Summary Selected Financial Data				8
Risk Factors				11
	Risks Related to Our Properties, Our Business and Our Growth Strategy			11
	Risks Related to the Real Estate Industry			16
	Risks Related to Our Organizational Structure			20
	Risks Related to Our Capital Structure			22
	Risks Related to Our REIT Status			25
	Risks Related to This Offering			27
Forward-Looking Statements				30
Use of Proceeds				31
Price Range of Common Stock and Distribution Policy				32
Capitalization				33
Selected Financial Data				34
Management’s Discussion and Analysis of Financial Condition and Results of Operations				37
	Overview			37
	Factors Which May Influence Future Operations			39
	Critical Accounting Policies			39
	Results of Operations			41
	Funds from Operations			46
	Liquidity and Capital Resources			47
	Off Balance Sheet Arrangements			50
	Cash Flows			51
	Cash Distribution Policy			52
	Inflation			52
	Newly Issued Accounting Pronouncements			53
	Quantitative and Qualitative Disclosures About Market Risk			53
Business and Properties				55
	Business Overview			55
	Industry Overview			56
	Life Science Real Estate Characteristics			59
	Target Markets			60
	Our Business Strategy			61
	Property Portfolio			63
	Description of Significant Existing Properties			65
	Lyme Portfolio Properties			67
	Tenants			70
	Lease Expirations			71
	Property Improvements			71
	Regulation			71
	Insurance			74
	Competition			74
	Employees			75
	Offices			75
	Legal Proceedings			75
Management				76
	Executive Officers and Directors			76
	Board Committees			78
	Compensation Committee Interlocks and Insider Participation			78
	Compensation of Directors			79
	Executive Officer Compensation			79
	401(k) Plan			80
	2004 Incentive Award Plan			80
	Employment Agreements			80
	Limitation of Liability and Indemnification			82
	Indemnification Agreements			83
Policies with Respect to Certain Activities				84
	Investment Policies			84
	Dispositions			85
	Financing Policies			85
	Conflict of Interest Policies			85
	Interested Director and Officer Transactions			86
	Policies with Respect to Other Activities			86
Certain Relationships and Related Transactions				87
	Formation Transactions and Contribution of Properties			87
	Contribution Agreements			87
	Redemption or Exchange of the Limited Partnership Units in our Operating Partnership			88
	Other Benefits to Related Parties			88
Structure and Formation of Our Company				89
	Our Operating Partnership			89

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			Page
Description of the Partnership Agreement of BioMed Realty, L.P.				90
	Management of Our Operating Partnership			90
	Transferability of Interests			90
	Capital Contributions			91
	Amendments of the Partnership Agreement			91
	Redemption/ Exchange Rights			92
	Issuance of Additional Units, Common Stock or Convertible Securities			93
	Tax Matters			93
	Allocations of Net Income and Net Losses to Partners			93
	Operations and Distributions			93
	Termination Transactions			93
	Term			94
	Indemnification and Limitation of Liability			94
Principal Stockholders				95
Description of Securities				97
	General			97
	Common Stock			97
	Power to Reclassify Shares of Our Stock			98
	Power to Increase Authorized Stock and Issue Additional Shares of our Common Stock and Preferred Stock			98
	Restrictions on Ownership and Transfer			98
	Transfer Agent and Registrar			100
Certain Provisions of Maryland Law and of Our Charter and Bylaws				101
	Our Board of Directors			101
	Removal of Directors			101
	Business Combinations			101
	Control Share Acquisitions			102
	Other Anti-Takeover Provisions of Maryland Law			103
	Amendment to Our Charter and Bylaws			103
	Advance Notice of Director Nominations and New Business			103
	Anti-Takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws			104
	Ownership Limit			104
Federal Income Tax Considerations				105
	Taxation of Our Company			105
	Failure To Qualify			114
	Tax Aspects of Our Operating Partnership, the Subsidiary Partnerships and the Limited Liability Companies			114
	Federal Income Tax Considerations for Holders of Our Common Stock			116
	Taxation of Taxable U.S. Stockholders Generally			117
	Backup Withholding			118
	Taxation of Tax-Exempt Stockholders			118
	Taxation of Non-U.S. Stockholders			119
	Other Tax Consequences			121
ERISA Considerations				122
	ERISA Considerations			122
	Employee Benefit Plans, Tax-Qualified Retirement Plans and IRAs			122
	Our Status Under ERISA			123
Underwriting				125
Legal Matters				129
Experts				129
Where You Can Find More Information				129
Index to Financial Statements				F-1

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	•	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 or other sources of funding are unavailable to support such development, a tenant’s business may fail.
	•	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 payors.
	•	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.

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	•	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.

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	•	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 be unable to obtain financing on favorable terms (or at all),
	•	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,
	•	market conditions may result in higher than expected vacancy rates and lower than expected rental rates,
	•	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,
	•	we are less familiar with the development of properties in markets outside of California,
	•	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.

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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,
	•	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.

	•	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.

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	•	our knowledge of the contamination,
	•	the timing of the contamination,
	•	the cause of the contamination, or
	•	the party responsible for the contamination.

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	•	may require the removal or upgrade of underground storage tanks,
	•	regulate storm water, wastewater and water pollutant discharge,
	•	regulate air pollutant emissions,
	•	regulate hazardous materials generation, management and disposal, and
	•	regulate workplace health and safety.

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	•	“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 thereof. The business combinations are prohibited for five years after the most recent date on which the stockholder becomes an interested stockholder. After that period, the MGCL imposes special 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.”

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	•	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.

	•	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.

	•	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

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		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).
	•	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.

	•	Available interest rate hedging may not correspond directly with the interest rate risk for which we seek protection.
	•	The duration of the hedge may not match the duration of the related liability.
	•	The party owing money in the hedging transaction may default on its obligation to pay.

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	•	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.

	•	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.

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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.

	•	In order to qualify as a REIT, we must distribute annually at least 90% of our REIT taxable income to our stockholders. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to federal corporate income tax on the undistributed amount.
	•	We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years.
	•	If we have net income from the sale or other disposition of “foreclosure property” that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay tax on that income at the highest corporate rate.

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	•	If we sell a property in a “prohibited transaction,” our gain from the sale would be subject to a 100% penalty tax. A “prohibited transaction” is, in general, a sale or other disposition of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.

	•	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.

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	•	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 prospectus, and
	•	general market and economic conditions.

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	•	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 exercise of the underwriters’ over-allotment option,
	•	the exchange of units for common stock,
	•	the exercise of any options granted to certain directors, executive officers and other employees under our incentive award plan,
	•	issuances of preferred stock with liquidation or distribution preferences, and
	•	other issuances of our common stock.

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	•	adverse economic or real estate developments in the life science industry or the Boston or California regions,
	•	general economic conditions,
	•	our ability to compete effectively,
	•	defaults on or non-renewal of leases by tenants,
	•	increased interest rates and operating costs,
	•	our failure to obtain necessary outside financing,
	•	our ability to successfully complete real estate acquisitions, developments and dispositions,
	•	our failure to successfully operate acquired properties and operations,
	•	our failure to maintain our status as a REIT,
	•	government approvals, actions and initiatives, including the need for compliance with environmental requirements,
	•	financial market fluctuations, and
	•	changes in real estate and zoning laws and increases in real property tax rates.

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	•	$100.0 million to repay indebtedness under our senior unsecured term loan facility,
	•	$127.5 million to repay indebtedness under our senior unsecured revolving credit facility, based on outstanding borrowings as of June 21, 2005, and
	•	$54.6 million to fund future property acquisitions and for other general corporate and working capital purposes.

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														Cash Dividend
		High				Low				Last				Per Share
Period August 6, 2004 to September 30, 2004		$	18.05			$	15.75			$	17.59			$	0.1497
Quarter Ended December 31, 2004		$	22.95			$	17.10			$	22.21			$	0.2700
Quarter Ended March 31, 2005		$	22.40			$	19.40			$	20.60			$	0.2700
Period April 1, 2005 to June 21, 2005		$	23.60			$	19.39			$	23.20			$	0.2700	(1)

(1)	On June 3, 2005, we declared a dividend of $0.27 per common share and unit, for the period from April 1, 2005 to June 30, 2005, payable to holders of record on June 15, 2005.

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			Historical				Pro Forma
			Consolidated				Consolidated
			($ in 000s)				($ in 000s)
Mortgages and other secured loans			$	101,594			$	496,981
Unsecured loans and lines of credit				19,500				—
Minority interest in our operating partnership				22,486				22,486
Equity:
	Common stock, $0.01 par value, 100,000,000 shares authorized, 31,432,558 shares issued and outstanding at March 31, 2005; 44,582,558 shares issued and outstanding on a pro forma basis(1)			314				446
	Additional paid-in capital			435,010				716,939
	Deferred compensation			(4,410	)			(4,410	)
	Dividends in excess of earnings			(11,041	)			(12,992	)
	Total stockholders’ equity			419,873				699,983
Total capitalization			$	563,453			$	1,219,450

(1)

The common stock outstanding as shown excludes (a) 2,870,564 shares issuable upon conversion of outstanding units of our operating partnership, (b) 2,117,442 shares available for future issuance under our incentive award plan which includes certain grants of restricted stock, of which 12,000 shares were granted between March 31, 2005 and May 31, 2005 and (c) 270,000 shares issuable upon exercise of a warrant issued to Raymond James & Associates, Inc. in connection with our IPO.

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				BioMed Realty Trust, Inc.																				Predecessor
																				Period				Period
																				August 11,				January 1,
																Year Ended				2004 through				2004 through
				Three Months Ended March 31,												December 31,				December 31,				August 17,				Year Ended December 31,
				Pro Forma				Historical								Pro Forma				Historical				Historical				Historical
				2005				2005				2004(1)				2004				2004				2004				2003				2002				2001(6)				2000
																																								(Unaudited)
Statements of Income:
Revenues:
	Rental			$	27,695			$	14,214			$	1,562			$	111,696			$	19,432			$	3,339			$	6,275			$	5,869			$	4,421			$	955
	Tenant recoveries				11,853				7,254				150				41,142				9,222				375				744				718				283				101
	Other income				3,488				3,003				—				1,378				—				—				—				—				—				—
Total revenues					43,036				24,471				1,712				154,216				28,654				3,714				7,019				6,587				4,704				1,056
Expenses:
	Rental operations				8,529				6,395				65				33,093				10,030				265				408				372				61				150
	Real estate taxes				4,670				1,788				88				16,453				1,589				88				422				449				262				19
	Depreciation and amortization				11,118				6,191				242				42,807				7,853				600				955				955				617				5
	General and administrative				2,572				2,550				—				10,357				3,130				—				—				—				—				—
Total expenses					26,889				16,924				395				102,710				22,602				953				1,785				1,776				940				174
Income from operations					16,147				7,547				1,317				51,506				6,052				2,761				5,234				4,811				3,764				882
Equity in net income (loss) of unconsolidated partnership					51				51				—				(44	)			(11	)			—				—				—				—				—
	Interest income				78				78				—				496				190				—				1				3				16				4
	Interest expense				(8,122	)			(1,411	)			(686	)			(28,823	)			(1,180	)			(1,760	)			(2,901	)			(3,154	)			(2,722	)			—
Income before minority interests					8,154				6,265				631				23,135				5,051				1,001				2,334				1,660				1,058				886
	Minority interests				(393	)			(429	)			—				(1,103	)			(269	)			—				—				—				—				—
Net income				$	7,761			$	5,836			$	631			$	22,032			$	4,782			$	1,001			$	2,334			$	1,660			$	1,058			$	886
Basic earnings per share(3)				$	0.18			$	0.19				—			$	0.50			$	0.15				—				—				—				—				—
Diluted earnings per share(4)				$	0.17			$	0.19				—			$	0.50			$	0.15				—				—				—				—				—
Weighted average common shares outstanding — basic					44,279,613				31,129,613				—				44,115,178				30,965,178				—				—				—				—				—
Weighted average common shares outstanding — diluted					47,298,820				34,148,820				—				46,917,575				33,767,575				—				—				—				—				—
Cash dividends declared per common share					—			$	0.27				—				—			$	0.42				—				—				—				—				—
Balance Sheet Data (at period end)
Rental properties, net				$	1,035,489			$	489,136			$	46,792				—			$	468,488				—			$	47,025			$	47,853			$	48,627			$	36,279
Total assets					1,276,744				601,617				49,933				—				581,723				—				50,056				50,732				50,500				37,755
Mortgages and other secured loans					496,981				101,594				36,971				—				102,236				—				37,208				37,743				36,879				16,039
Unsecured line of credit					—				19,500				—				—				—				—				—				—				—				—
Total liabilities					554,275				159,258				37,353				—				137,639				—				37,597				38,563				37,961				25,000
Minority interests					22,486				22,486				—				—				22,267				—				—				—				—				—
Stockholders’ equity and partners’ capital					699,983				419,873				12,580				—				421,817				—				12,459				12,169				12,539				12,752
Total liabilities and equity					1,276,744				601,617				49,933				—				581,723				—				50,056				50,732				50,500				37,755
Other Data:
	Funds from operations(5)			$	19,381				—				—			$	66,265				—				—				—				—				—				—
	Cash flows from:
		Operating activities			—				10,062				687				—				13,959	(2)			—				2,416				1,762				1,239				(410	)
		Investing activities			—				(32,197	)			—				—				(456,680	)(2)			—				(105	)			(159	)			(17,703	)			(18,482	)
		Financing activities			—				9,836				(756	)			—				470,433	(2)			—				(2,666	)			(1,210	)			16,569				18,906

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(1)	Represents the results and financial position of the Predecessor for the three months ended March 31, 2004.
(2)	Consolidated and combined cash flow information of BioMed Realty Trust, Inc. and the Predecessor for the year ended December 31, 2004.
(3)	Basic earnings per share equals net income divided by the number of shares of our common stock outstanding excluding the weighted average of the number of unvested shares of restricted stock. Pro forma basic earnings per share is computed assuming this offering was consummated as of the first day of the period presented.
(4)	Diluted earnings per share equals pro forma net income divided by the sum of the number of shares of our common stock outstanding excluding the weighted average number of unvested shares of restricted stock, plus an amount computed using the treasury stock method with respect to the unvested shares of our restricted stock. Pro forma diluted earnings per share is computed assuming this offering was consummated as of the first day of the period presented.
(5)	As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus real estate related depreciation and amortization (excluding amortization of loan origination costs) and after adjustments for unconsolidated partnerships and joint ventures. We present FFO because we consider it an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and April 2002), which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. FFO should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as an indicator of our financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.

				Pro Forma
				Three Months
				Ended				Year Ended
				March 31,				December 31,
				2005				2004
Reconciliation of Pro Forma Funds from Operations
	Pro forma net income			$	7,761			$	22,032
	Adjustments:
		Pro forma minority interests			502				1,426
		Pro forma real estate depreciation and amortization			11,118				42,807
	Pro forma funds from operations			$	19,381			$	66,265

(6)	Balance sheet data are unaudited.

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	•	high demand for this property type due to overall growth in the life science industry and the mission-critical nature of these properties to tenants in that industry, and
	•	restricted supply of this property type resulting from:

	•	lack of familiarity with the investment merits of the life science industry by the real estate market in general,
	•	the unique construction and design elements for this property type, which keep many landlords focused on lower-cost office space, warehouse space and other types of real estate investments, and
	•	low availability of suitable financing for properties containing life science tenants. Management’s experience is that many lenders will not underwrite properties designed for life science tenants because of the high cost per square foot and the fact that many tenants in the industry are not profitable.

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	REIT Compliance

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	Investments in Rental Property

	Revenue Recognition

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	Depreciation and Amortization

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				BioMed Realty
				Trust, Inc.				Predecessor				Combined Contribution Properties
				Period				Period				Period
				August 11,				January 1,				January 1,
				2004 through				2004 through				2004 through
				December 31,				August 17,				the Date of				Combining
				2004				2004				Contribution				Entries				Total
Year Ended December 31, 2004:
Revenues:
	Rental			$	19,432			$	3,339			$	2,831				—			$	25,602
	Tenant recoveries				9,222				375				479				—				10,076
					28,654				3,714				3,310				—				35,678
Expenses:
	Rental operations				11,619				353				353				—				12,325
	Depreciation and amortization				7,853				600				543				—				8,996
	General and administrative				3,130				—				97				—				3,227
					22,602				953				993				—				24,548
		Income from operations			6,052				2,761				2,317				—				11,130
	Equity in net loss of unconsolidated partnership				(11	)			—				—				—				(11	)
	Interest income				190				—				10				—				200
	Interest expense				(1,180	)			(1,760	)			(1,594	)			—				(4,534	)
		Income before minority interests			5,051				1,001				733				—				6,785
	Minority interests				(269	)			—				(223	)			(582	)			(1,074	)
		Net income		$	4,782			$	1,001			$	510			$	(582	)		$	5,711

								Combined
								Contribution				Combining
				Predecessor				Properties				Entries				Total
Year Ended December 31, 2003:
Revenues:
	Rental			$	6,275			$	4,189				—			$	10,464
	Tenant recoveries				744				743				—				1,487
					7,019				4,932				—				11,951
Expenses:
	Rental operations				830				633				—				1,463
	Depreciation and amortization				955				854				—				1,809
	General and administrative				—				155				—				155
					1,785				1,642				—				3,427
		Income from operations			5,234				3,290				—				8,524
	Interest income				1				33				—				34
	Interest expense				(2,901	)			(2,449	)			—				(5,350	)
		Income before minority interests			2,334				874				—				3,208
	Minority interests				—				(297	)			(1,367	)			(1,664	)
		Net income		$	2,334			$	577			$	(1,367	)		$	1,544

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								Combined
								Contribution				Combining
				Predecessor				Properties				Entries				Total
Year Ended December 31, 2002:
Revenues:
	Rental			$	5,869			$	4,189				—			$	10,058
	Tenant recoveries				718				745				—				1,463
					6,587				4,934				—				11,521
Expenses:
	Rental operations				821				638				—				1,459
	Depreciation and amortization				955				860				—				1,815
	General and administrative				—				161				—				161
					1,776				1,659				—				3,435
		Income from operations			4,811				3,275				—				8,086
	Interest income				3				57				—				60
	Interest expense				(3,154	)			(2,579	)			—				(5,733	)
		Income before minority interests			1,660				753				—				2,413
	Minority interests				—				(237	)			(965	)			(1,202	)
		Net income		$	1,660			$	516			$	(965	)		$	1,211

				Three Months
				Ended				Three Months Ended March 31, 2004
				March 31, 2005
												Combined
				BioMed Realty								Contribution				Combining
				Trust, Inc.				Predecessor				Properties				Entries				Total
Three Months Ended March 31 (unaudited):
Revenues:
	Rental			$	14,214			$	1,562			$	1,046				—			$	2,608
	Tenant recoveries				7,254				150				182				—				332
	Other income				3,003				—				—				—				—
		Total revenues			24,471				1,712				1,228				—				2,940
Expenses:
	Rental operations				6,395				65				74				—				139
	Real estate taxes				1,788				88				56				—				144
	Depreciation and amortization				6,191				242				204				—				446
	General and administrative				2,550				—				58				—				58
		Total expenses			16,924				395				392				—				787
		Income from operations			7,547				1,317				836				—				2,153
	Equity in net income of unconsolidated partnership				51				—				—				—				—
	Interest income				78				—				5				—				5
	Interest expense				(1,411	)			(686	)			(613	)			—				(1,299	)
		Income before minority interests			6,265				631				228				—				859
	Minority interests				(429	)			—				(72	)			(370	)			(442	)
		Net income		$	5,836			$	631			$	156			$	(370	)		$	417

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	Comparison of the Three Months Ended March 31, 2005 to the Three Months Ended March 31, 2004

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	Comparison of the Year Ended December 31, 2004 to the Year Ended December 31, 2003

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	Comparison of the Year Ended December 31, 2003 to the Year Ended December 31, 2002

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			Quarter Ended				August 11, 2004
			March 31,				to December 31,
			2005				2004
Net income			$	5,836			$	4,782
Adjustments
	Minority interests			538				414
	Depreciation and amortization — real estate assets			6,180				7,903
Funds from operations			$	12,554			$	13,099
Funds from operations per share — diluted			$	0.37			$	0.39
Weighted-average common shares outstanding — diluted				34,148,820				33,767,575

	•	interest expense and scheduled principal payments on outstanding indebtedness,
	•	general and administrative expenses,
	•	future distributions expected to be paid to our stockholders, and
	•	capital expenditures, tenant improvements and leasing commissions.

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		Stated																Carrying				Carrying
		Fixed				Effective								Unamortized				Value at				Value at
		Interest				Interest				Principal				Premium				March 31,				December 31,
		Rate				Rate				Amount				Amount				2005				2004				Maturity Date
Ardentech Court			7.25	%			5.06	%		$	4,807			$	591			$	5,398			$	5,440				July 1, 2012
Bayshore Boulevard			4.55	%			4.55	%			16,378				—				16,378				16,438				January 1, 2010
Bridgeview			8.07	%			5.04	%			11,798				1,780				13,578				13,681				January 1, 2011
Eisenhower Road			5.80	%			4.63	%			2,244				73				2,317				2,331				May 5, 2008
Elliott Avenue			7.38	%			4.63	%			16,881				1,017				17,898				18,107				November 24, 2007
Monte Villa Parkway			4.55	%			4.55	%			9,971				—				9,971				10,007				January 1, 2010
Science Center Drive			7.65	%			5.04	%			11,667				1,613				13,280				13,376				July 1, 2011
Towne Centre Drive			4.55	%			4.55	%			22,774				—				22,774				22,856				January 1, 2010
										$	96,520			$	5,074			$	101,594			$	102,236

2005		$	1,456
2006			2,017
2007			37,112
2008			3,732
2009			1,716
Thereafter			69,987
		$	116,020

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		Through
		Remainder
Obligation		of 2005				2006				2007				2008				2009				Thereafter
		(In thousands)
Mortgage notes payable(1)		$	5,787			$	7,718			$	23,126			$	8,000			$	5,833			$	73,231
Unsecured line of credit			—				—				19,500				—				—				—
Share of secured debt of unconsolidated partnership(2)			164				219				219				219				219				2,159
Tenant obligations(3)			9,112				—				—				—				—				—
Construction projects			3,577				—				—				—				—				—
Total		$	18,640			$	7,937			$	42,845			$	8,219			$	6,052			$	75,390

(1)	Balance excludes $5.1 million of unamortized debt premium.
(2)	Balance excludes $385,000 of unamortized debt premium.
(3)	Committed tenant-related obligations based on executed leases as of March 31, 2005.

Stated

Fixed

Effective

Unamortized

Total

Interest

Interest

Principal

Premium

Book

Rate

Rate

Amount

Amount

Value

Maturity Date

McKellar Court

8.56

%

4.63

%

$

2,271

$

385

$

2,656

January 1, 2010

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		Three Months Ended March 31,
						Predecessor and
						Combined
		BioMed Realty				Contribution
		Trust, Inc.				Properties
		2005				2004				Change
Net cash provided by operating activities		$	10,062			$	1,137			$	8,925
Net cash used in investing activities			(32,197	)			—				(32,197	)
Net cash provided by (used in) financing activities			9,836				(1,254	)			11,090
Ending cash balance			15,570				238				15,332

		Year Ended December 31,
						Predecessor and
		BioMed Realty				Combined
		Trust, Inc. and				Contribution
		Predecessor				Properties
		2004				2003				Change
Net cash provided by operating activities		$	13,959			$	4,383			$	9,576
Net cash used in investing activities			(456,680	)			(105	)			(456,575	)
Net cash provided by (used in) financing activities			470,433				(4,563	)			474,996
Ending cash balance			27,869				355				27,514

	Comparison of the Three Months Ended March 31, 2005 to the Three Months Ended March 31, 2004

	Comparison of the Year Ended December 31, 2004 to the Year Ended December 31, 2003

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	Biotechnology Companies

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	Pharmaceutical Companies

	Scientific Research Institutions

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	Boston

	San Diego

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	San Francisco

	Seattle

	Maryland

	Pennsylvania

	New York/ New Jersey

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	Internal growth

	•	Maximize occupancy. We believe our access to cost-effective capital enables us to finance tenant improvements and lease our available space to high quality tenants. We believe that this maximizes occupancy and drives revenue growth.
	•	Contractual rental rate increases. Our leases generally include annual rent escalations, which provide us with predictable and consistent earnings growth.
	•	Tenant monitoring. We closely monitor changes in our existing tenants’ financial position, prospects and creditworthiness in order to identify and address opportunities to renew, extend or modify existing leases and find additional expansion opportunities.
	•	Opportunistic laboratory space conversions. We continually evaluate opportunities to convert existing office and industrial space into laboratory space and significantly increase our return on invested capital.
	•	Tenant financed improvements. Our tenants generally contribute tenant improvements necessary to conform a property to their specific needs. These upfront costs and the requirement that many of these improvements remain with the property upon lease termination afford us the opportunity to substantially increase rental rates at the end of the lease, provide built-in growth above contractual rent increases and serve as a significant incentive for the tenant to renew its lease.

	External growth

	•	Real Estate Underwriting. Our primary consideration is the location of a property in relation to academic and research institutions and other demand generators in our target markets, a critical factor in determining long-term value. In addition, we assess the property’s suitability for life science tenants and the amount of generic laboratory space in order to maximize the flexibility to attract new or replacement tenants. We also focus on the building improvements financed by the tenant, which provide significant downside protection to our investment while increasing tenant retention and providing future rental increases. Next, we consider the property’s basic design and construction and its ability to accommodate life science tenants. Features we examine include, among others, floor-to-ceiling clear heights, floor rigidity and load bearing capacity, and electrical, plumbing and HVAC systems. We generally seek to acquire properties with generic laboratory space (space that we can easily convert to support alternative uses within the life science industry). We believe we can more easily re-lease such space to future tenants or convert it to multi-tenant use.
	•	Tenant Credit Analysis. Our tenant credit analysis considers three key elements in evaluating prospective tenants: (1) financial condition, (2) management team and (3) scientific focus. We perform a thorough review of the prospective tenant’s financial statements, considering the current

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		liquidity and cash resources as well as the tenant’s prospects for raising additional capital. We meet with the prospective tenant’s senior management team in order to evaluate the quality of the management team, their scientific focus and their ability to raise capital. In addition, we review the prospective tenant’s investors and/or venture capital partners in order to obtain further validation of the tenant’s prospects. In order to assess the viability of the prospective tenant’s scientific focus, we rely on our contacts in the scientific community to provide insight on the prospective tenant and its competitors.
	•	Lease Structuring. After careful consideration of the subject property and the prospective tenant, we analyze our leases to provide the appropriate economic return based on our risk assessment. Depending on the business plan for each individual property, our leases generally range from five to 15 years, with extension options, and include a fixed rental rate with scheduled annual escalations. The leases typically are triple-net. In addition, our tenants typically are responsible for capital improvements necessary to maintain the property in its original condition. Accordingly, we believe that we will have the capability to substantially increase the number of properties we own and manage without proportionate increases in overhead costs. Under some of the leases, we may remain responsible for the repair and maintenance of the foundation, exterior walls and other structural components of the building.

										Percent
										of																Annualized
		Number				Rentable				Rentable								Annualized				Percent				Rent
		of				Square				Square				Percent				Base Rent				Annualized				Per Leased
Market		Properties				Feet				Feet				Leased				($ in 000s)				Rent				Square Foot
Boston			11				1,270,365				29.8	%			96	%		$	47,383				43.2	%		$	37.92
New York/New Jersey			2				823,948				19.4	%			88	%			14,253				13.0	%			19.66
San Francisco			5				717,970				16.9	%			89	%			14,078				12.8	%			22.00
Pennsylvania			3				559,259				13.1	%			92	%			10,221				9.3	%			19.86
San Diego(1)			8				529,641				12.4	%			89	%			14,397				13.1	%			30.66
Seattle			2				185,989				4.4	%			100	%			6,819				6.2	%			36.67
Maryland			2				168,817				4.0	%			100	%			2,625				2.4	%			15.55
Total/Weighted Average:			33				4,255,989				100.0	%			92	%		$	109,776				100.0	%		$	27.99

(1)	Includes 72,863 square feet (or 1.7% of the portfolio) of an unconsolidated partnership, of which we own 21%.

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														Percent																				Annualized
		Number								Rentable				Rentable				Approximate								Annualized				Percent				Rent Per
		of				Year Built/				Square				Square				Percentage				Percent				Base Rent				Annualized				Leased
Property Location		Buildings				Renovated				Feet				Feet				Lab Space				Leased				($ in 000s)				Rent				Square Foot				Primary Tenant
Boston
Kendall Square D(1)			1				2002				349,325				8.2	%			0	%			98	%		$	15,397				14.0	%		$	44.89				Genzyme Corporation
Kendall Square A(1)			1				2002				302,919				7.1	%			65	%			97	%			14,536				13.2	%			49.61				Vertex Pharmaceuticals
Sidney Street			1				2000				191,904				4.5	%			60	%			100	%			4,063				3.7	%			21.17				Vertex Pharmaceuticals
40 Erie Street			1				1996				100,854				2.4	%			70	%			100	%			4,098				3.7	%			40.63				Vertex Pharmaceuticals
Fresh Pond Research Park(1)			6				1948/2002				90,702				2.1	%			45	%			83	%			1,027				0.9	%			13.59				Curis
Albany Street			2				1922/1998				75,003				1.8	%			65	%			100	%			3,460				3.2	%			46.21			Millennium Pharmaceuticals
Vassar Street(2)			1				1950/1998				52,520				1.2	%			65	%			100	%			1,372				1.3	%			26.13				Monsanto Company
21 Erie Street			1				1925/2004				48,238				1.1	%			20	%			58	%			769				0.7	%			27.46				Metabolix
Coolidge Avenue(1)			1				1962/1999				37,400				0.9	%			65	%			100	%			935				0.9	%			25.00				V.I. Technologies
Lucent Drive(1)(3)			1				2004				21,500				0.5	%			70	%			100	%			548				0.5	%			25.49			Trustees of Dartmouth College
47 Erie Street Parking Structure(1)			1				1998				N/A				N/A				N/A				100	%			1,178				1.1	%			N/A				Various
New York/New Jersey
Landmark at Eastview(4)			8				1958/1999				751,648				17.7	%			65	%			95	%			14,105				12.9	%			19.75				Regeneron Pharmaceuticals
Graphics Drive			1				1992/2001				72,300				1.7	%			12	%			15	%			148				0.1	%			13.86				Medeikon
San Francisco
Bridgeview			3				1977/2002				263,073				6.2	%			30	%			82	%			2,752				2.5	%			12.78				Cell Genesys
Bayshore Boulevard			3				2000				183,344				4.3	%			75	%			100	%			4,203				3.8	%			22.92				Intermune
Industrial Road(5)			1				2001				171,965				4.0	%			50	%			82	%			5,480				5.0	%			38.67				Nektar Therapeutics
Ardentech Court			1				1997/2001				55,588				1.3	%			40	%			100	%			1,010				0.9	%			18.17				Vicuron Pharmaceuticals
Dumbarton Circle			1				1990				44,000				1.0	%			50	%			100	%			633				0.6	%			14.37				ARYx Therapeutics
Pennsylvania
King of Prussia(6)			5				1954/2004				427,109				10.0	%			50	%			100	%			9,060				8.3	%			21.21				Centocor
Phoenixville Pike			1				1989				104,400				2.5	%			50	%			57	%			783				0.7	%			13.13				Cephalon
Eisenhower Road			1				1973/2000				27,750				0.7	%			20	%			100	%			378				0.3	%			13.60				Crane Environmental
San Diego
Towne Centre Drive(7)			3				2001				115,870				2.7	%			50	%			100	%			3,824				3.5	%			33.00				Illumina
Bunker Hill Street			1				1973/2002				105,364				2.5	%			60	%			84	%			3,137				2.9	%			35.50				SCVSI
McKellar Court(8)			1				1988				72,863				1.7	%			50	%			100	%			1,671				1.5	%			22.94				Quidel Corporation
Bernardo Center Drive(9)			1				1974/1992				61,286				1.4	%			0	%			100	%			2,113				1.9	%			34.48			University of California Regents
Science Center Drive			1				1995				53,740				1.3	%			80	%			100	%			1,660				1.5	%			30.88				Ligand Pharmaceuticals
Waples Street(1)(10)			1				1983				43,036				1.0	%			N/A				0	%			0				0.0	%			0.00			None (under redevelopment)
Nancy Ridge Drive			1				1983/2001				42,138				1.0	%			70	%			100	%			1,350				1.2	%			32.03				BioMedica
Balboa Avenue			1				1968/2000				35,344				0.8	%			0	%			100	%			642				0.6	%			18.18			General Services Administration
Seattle
Elliott Avenue			1				1925/1984				134,989				3.2	%			60	%			100	%			5,204				4.7	%			38.55				Chiron Corporation
Monte Villa Parkway			1				1996/2002				51,000				1.2	%			60	%			100	%			1,615				1.5	%			31.67				Nastech Pharmaceutical
Maryland
Tributary Street			1				1983/1998				91,592				2.2	%			70	%			100	%			1,050				1.0	%			11.46				Guilford Pharmaceuticals
Beckley Street			1				1999				77,225				1.8	%			70	%			100	%			1,575				1.4	%			20.39				Guilford Pharmaceuticals
Total/Weighted Average			56								4,255,989				100.0	%			50	%			92	%		$	109,776				100.0	%		$	27.99

(4)	We own a leasehold interest in the property through a 99-year ground lease, which will convert into a fee simple interest upon the completion of certain property subdivisions.

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(5)	Includes rent from a lease with Nuvelo, Inc., which is expected to commence in September 2005.
(6)	We own an 88.5% limited partnership interest and a 0.5% general partnership interest in the limited partnership that owns this property.
(7)	A portion of one of the buildings on this property, representing 6,600 square feet, is subleased by Illumina to an unaffiliated third party for a period of 47 years, for which we will receive no economic benefit.
(8)	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.
(9)	This property is occupied by the Centre for Health Care as a medical office facility. Centre for Health Care, which occupies the property with the consent of the University of California Regents, pays the monthly rent and other obligations, but the University of California Regents remain ultimately liable under the lease.

(10)

We own 70% of the limited liability company that owns the Waples Street property, which entitles us to 90% of the cash flow from operations up to a 9.5% cumulative annual return, and then 75% of such distributions thereafter. The other member of the limited liability company has the right to put its interest to us after completion of the initial improvements, and can require us to issue partnership units as payment for such interest.

	Landmark at Eastview

Percentage

of Property

Leased

Leased

Annualized

Principal Nature

Lease

Renewal

Square

Square

Base Rent

Name

of Business

Expiration

Options

Feet

Feet

($ in 000s)

Regeneron Pharmaceuticals, Inc.

Biotech

Dec. 2007

(1)

(1)

211,813

29.7%

$

3,950

Crompton Corporation

Chemical R&D

Dec. 2009

2 5-yr.

182,829

25.6%

3,377

Emisphere Technologies, Inc.

Biotech

Aug. 2007

2 5-yr.

87,022

12.2%

1,744

(1)	A lease representing 73,727 square feet of this space expires in December 2009, subject to the tenant’s option to renew the lease for one additional five-year period.

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										Percentage of				Annualized				Percentage of
		Number of				Square Footage of				Leased				Base Rent				Annualized
Year of Lease Expiration		Leases Expiring				Expiring Leases				Square Feet				($ in 000s)				Base Rent
2005			5				55,296				7.7	%		$	807				5.7	%
2006			4				16,563				2.3	%			434				3.1	%
2007			2				225,108				31.5	%			3,968				28.1	%
2008			2				2,246				0.3	%			47				0.3	%
2009			4				297,021				41.6	%			5,915				41.9	%
2010			2				7,538				1.1	%			149				1.1	%
2011			—				—				—				—				—
2012			2				110,452				15.5	%			2,786				19.8	%
2013			—				—				—				—				—
2014			—				—				—				—				—
Thereafter			—				—				—				—				—
			—				—				—				—				—
Total			21				714,224				100.0	%		$	14,106				100.0	%

	King of Prussia

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Percentage

Leased

of Leased

Annualized

Principal Nature

Lease

Renewal

Square

Square

Base Rent

Name

of Business

Expiration

Options

Feet

Feet

($ in 000s)

Centocor, Inc.

Biotech

Mar. 2010

1 4-yr.

331,398

77.6

%

$

7,826

The Rubenstein Company

Real Estate

Feb. 2008

—

95,711

22.4

1,234

														Percent																				Annualized
		Number								Rentable				Rentable				Approximate								Annualized				Percent				Rent Per
		of				Year Built/				Square				Square				Percentage				Percent				Base Rent				Annualized				Leased
Property Location		Buildings				Renovated				Feet				Feet				Lab Space				Leased				($ in 000s)				Rent				Square Foot				Primary Tenant
Kendall Square D(1)			1				2002				349,325				30.6	%			—				98	%		$	15,397				33.9%			$	44.89			Genzyme Corporation
Kendall Square A(1)			1				2002				302,919				26.5	%			65	%			97	%			14,536				32.0%				49.61			Vertex Pharmaceuticals
Sidney Street			1				2000				191,904				16.8	%			60	%			100	%			4,063				8.9%				21.17			Vertex Pharmaceuticals
40 Erie Street			1				1996				100,854				8.8	%			70	%			100	%			4,098				9.0%				40.63			Vertex Pharmaceuticals
Albany Street			2				1922/1998				75,003				6.6	%			65	%			100	%			3,460				7.6%				46.21			Millennium Pharmaceuticals
Vassar Street			1				1950/1998				52,520				4.6	%			65	%			100	%			1,372				3.0%				26.13			Monsanto Company
21 Erie Street			1				1925/2004				48,238				4.2	%			20	%			58	%			769				1.7%				27.46			Metabolix
Lucent Drive			1				2004				21,500				1.9	%			70	%			100	%			548				1.2%				25.49			Trustees of Dartmouth College
47 Erie Street Parking Structure			1				1998				N/A				N/A				N/A				100	%			1,178				2.7%				N/A			Various
Total/ Weighted Average			10								1,142,263				100.0	%			43	%			97	%		$	45,421				100.0%			$	41.08

(1)	Represented more than 10% of our total assets as of May 31, 2005.

	Kendall Square D

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	Kendall Square A

	Sidney Street

	40 Erie Street

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	Albany Street

	Vassar Street

	21 Erie Street

	47 Erie Street Parking Structure

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	Lucent Drive

																Percent
												Annualized				Annualized
				Leased				Annualized				Rent per				Rent of
				Square				Base Rent				Square				Total				Lease
Tenant		Market		Feet				($ in 000s)				Foot				Portfolio				Expiration Date
Vertex Pharmaceuticals		Boston			583,474			$	22,696			$	38.90				20.7	%		April 2018(1)
Genzyme Corporation		Boston			343,000				15,397				44.89				14.0	%		June 2018
Centocor, Inc. (Johnson & Johnson)		Pennsylvania			331,398				7,826				23.62				7.1	%		March 2010
Regeneron Pharmaceuticals, Inc.		New York/New Jersey			211,813				3,950				18.65				3.6	%		December 2007(2)
Illumina, Inc.		San Diego			115,870				3,824				33.00				3.5	%		August 2014
Nektar Therapeutics		San Francisco			79,917				3,737				46.76				3.4	%		October 2016
Millennium Pharmaceuticals, Inc.		Boston			73,347				3,419				46.62				3.1	%		September 2013
Crompton Corporation		New York/New Jersey			182,829				3,377				18.47				3.1	%		December 2009
Intermune, Inc.		San Francisco			55,898				3,207				57.37				2.9	%		April 2011
Chiron Corporation		Seattle			71,153				2,858				40.17				2.6	%		March 2008
Guilford Pharmaceuticals		Maryland			168,817				2,625				15.55				2.4	%		December 2019
Cell Therapeutics, Inc.		Seattle			63,836				2,346				36.75				2.1	%		January 2008
University of California Regents		San Diego			61,286				2,113				34.48				1.9	%		April 2007
ACS		New York/New Jersey			71,399				1,791				25.08				1.6	%		December 2012
Emisphere Technologies, Inc.		New York/New Jersey			87,022				1,744				20.04				1.6	%		August 2007
Nuvelo, Inc.(3)		San Francisco			61,826				1,743				28.20				1.6	%		August 2012
Quidel Corporation(4)		San Diego			72,863				1,671				22.94				1.5	%		December 2014
Ligand Pharmaceuticals		San Diego			53,740				1,660				30.88				1.5	%		August 2015
Nastech Pharmaceutical		Seattle			51,000				1,615				31.67				1.5	%		January 2016
The Rubenstein Company		Pennsylvania			95,711				1,234				12.89				1.1	%		June 2008
Total/ Weighted Average(5)					2,836,199			$	88,833			$	31.32				80.9	%

(1)	41,532 square feet expires March 2009, 191,904 square feet expires August 2010, 59,322 square feet expires December 2010, and 290,714 square feet expires April 2018. 45,000 square feet of this space is subleased to Momenta Pharmaceuticals.
(2)	138,086 square feet expires December 2007 and 73,726 square feet expires December 2009.
(3)	Rent is expected to commence on September 1, 2005.
(4)	This tenant occupies a property that is owned by an unconsolidated partnership, of which we own 21%.
(5)	Without regard to any early lease terminations and/or renewal options.

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		Rentable																Annualized												Annualized
		Square				Percent				Annualized								Rent per				Annualized				Percent of				Rent per
		Feet of				of Total				Base				Percent of				Leased				Rent at				Annualized				Leased
		Expiring				Square				Rent				Annualized				Square				Expiration				Rent at				Square Foot
Year of Lease Expiration		Leases				Feet				($ in 000s)(1)				Base Rent				Foot				($ in 000s)(1)				Expiration				at Expiration
Vacant			129,495				3.0	%		$	—				—			$	—			$	—				—			$	—
Redevelopment			204,071				4.8	%			—				—				—				—				—				—
2005			152,300				3.6	%			2,215				2.0	%			14.54				2,812				2.1	%			18.46
2006			160,799				3.8	%			2,786				2.6	%			17.33				2,844				2.2	%			17.69
2007			352,141				8.3	%			7,226				6.7	%			20.52				7,836				5.9	%			22.25
2008			246,959				5.8	%			7,240				6.7	%			29.32				7,720				5.9	%			31.26
2009			422,898				9.9	%			9,374				8.6	%			22.17				10,085				7.7	%			23.85
2010			760,319				17.9	%			17,845				16.4	%			23.47				19,310				14.7	%			25.40
2011			55,898				1.3	%			3,207				3.0	%			57.37				4,058				3.1	%			72.59
2012			221,496				5.2	%			5,880				5.4	%			26.55				6,975				5.3	%			31.49
2013			222,299				5.2	%			4,903				4.5	%			22.05				6,982				5.3	%			31.41
2014			238,252				5.6	%			6,812				6.3	%			28.59				8,689				6.6	%			36.47
Thereafter			1,089,062				25.6	%			41,111				37.8	%			37.75				54,400				41.2	%			49.95
Total/ Weighted Average			4,255,989				100.0	%		$	108,599				100.0	%		$	27.69			$	131,711				100.0	%		$	33.58

(1)	Excludes rent for the 47 Erie Street parking structure.

	General

	Americans with Disabilities Act

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	Environmental Matters

72

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	•	our expertise in understanding the real estate needs of life science industry tenants;
	•	our ability to identify and acquire those 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.

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Name		Age		Position
Alan D. Gold		45		Chairman, President and Chief Executive Officer
Gary A. Kreitzer		50		Executive Vice President, General Counsel, Secretary and Director
John F. Wilson, II		43		Chief Financial Officer
Matthew G. McDevitt		39		Vice President, Acquisitions
Barbara R. Cambon		51		Director
Edward A. Dennis, Ph.D.		63		Director
Mark J. Riedy, Ph.D.		62		Director
Theodore D. Roth		54		Director
M. Faye Wilson		67		Director

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															Long-Term
															Compensation
							Annual Compensation								Restricted
															Stock				All Other
Name and Principal Position			Year				Salary				Bonus				Awards(1)				Compensation(2)
Alan D. Gold				2004			$	144,798			$	70,565			$	1,900,000			$	2,733
	Chairman, President and Chief Executive Officer
Gary A. Kreitzer				2004				101,923				50,403				1,100,000				3,629
	Executive Vice President, General Counsel and Secretary
John F. Wilson, II				2004				101,923				50,403				1,000,000				3,629
	Chief Financial Officer
Matthew G. McDevitt				2004				89,692				44,355				450,000				11,228
	Vice President, Acquisitions

(1)	Represents the value of restricted stock awarded on August 6, 2004 based on the initial public offering price of our common stock of $15.00 per share. Messrs. Gold, Kreitzer, Wilson and McDevitt were awarded 126,667, 73,333, 66,667 and 30,000 shares of restricted stock, respectively. Based on the closing price of our common stock of $22.21 per share at December 31, 2004, the value of the stock awards was $2,813,274, $1,628,726, $1,480,674 and $666,300, respectively. The restricted stock vests 1/3 annually on each of January 1, 2005, 2006 and 2007, and dividends are paid on the entirety of the grant from the date of the grant.
(2)	All other compensation represents automobile allowances and, in the case of Mr. McDevitt, $7,599 in premiums paid for life and disability insurance.

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	•	an annual base salary of $350,000 for Mr. Gold, $250,000 for Messrs. Kreitzer and Wilson and $220,000 for Mr. McDevitt, subject to annual increases based on increases in the consumer price index and further increases in the discretion of our board of directors or the compensation committee of our board of directors,
	•	eligibility for annual cash performance bonuses based on the satisfaction of performance goals established by our board of directors or the compensation committee of our board of directors,
	•	participation in other incentive, savings and retirement plans applicable generally to our senior executives,

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	•	medical and other group welfare plan coverage and fringe benefits provided to our senior executives,
	•	payment of the premiums for a long-term disability insurance policy which will provide benefits equal to at least 60% of an executive’s annual base salary,
	•	payment of the premiums for a $1 million term life insurance policy, and
	•	monthly payments of $750 ($1,000 in the case of Mr. Gold) for an automobile allowance.

	•	an amount equal to the sum of the then-current annual base salary plus average bonus over the prior three years, multiplied by

	•	with respect to Messrs. Gold, Kreitzer and Wilson, three, or
	•	with respect to Mr. McDevitt, one

	(such number, the “Severance Multiple” for such executive), 50% of which amount shall be paid in a lump sum and the remaining 50% of which amount will be paid in equal monthly installments over two years (or, with respect to Mr. McDevitt, one year),

	•	health benefits for 18 months following the executive’s termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that the executive receives comparable benefits from a subsequent employer,
	•	up to $15,000 worth of outplacement services at our expense, and
	•	100% of the unvested stock options held by the executive will become fully exercisable and 100% of the unvested restricted stock held by such executive will become fully vested.

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	•	an amount equal to the then-current annual base salary,
	•	his prorated annual bonus for the year in which the termination occurs,
	•	health benefits for the executive and/or his eligible family members for twelve months following the executive’s termination of employment, and
	•	in the event the executive’s employment is terminated as a result of his disability, we will continue to pay the premiums on the long-term disability and life insurance policies described above for twelve months.

	•	the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty,
	•	the director or officer actually received an improper personal benefit in money, property or services, or
	•	in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

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	•	a written affirmation of the indemnitee’s good faith belief that he or she has met the standard of conduct necessary for indemnification, and
	•	an undertaking by or on behalf of the Indemnitee to repay the amount if it is ultimately determined that the standard of conduct was not met.

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	Investment in Real Estate or Interests in Real Estate

	Investments in Real Estate Mortgages

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	Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

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	•	the material facts relating to the common directorship or interest and as to the transaction are disclosed to our board of directors or a committee of our board, and our board or a duly authorized committee authorizes, approves or ratifies the transaction or contract by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum, or
	•	the material facts relating to the common directorship or interest and as to the transaction are disclosed to our stockholders entitled to vote thereon, and the transaction is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote, other than the votes or shares owned of record or beneficially by the interested director or corporation or other entity, or
	•	the transaction or contract is fair and reasonable to us at the time it is authorized, ratified or approved.

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		Value of				Cash				Total Value of
Contributor		Units				Payments				Consideration
Alan D. Gold		$	19,812				—			$	19,812
Gary A. Kreitzer			12,484				—				12,484
John F. Wilson, II			6,376				—				6,376
Matthew G. McDevitt			668				—				668
Holly K. McDevitt (Mr. McDevitt’s wife)			655				—				655
Martin L. & Delia Gold Family Trust (Mr. Gold’s parents)			—			$	178				178
Julie A-M Wilson (Mr. Wilson’s wife)			103				—				103
David & Georgette Kreitzer (Mr. Kreitzer’s parents)			—				25				25

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	•	add to our obligations as general partner or surrender any right or power granted to us as general partner for the benefit of the limited partners,
	•	reflect the issuance of additional units or the admission, substitution, termination or withdrawal of partners in accordance with the terms of the partnership agreement,
	•	set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional partnership interests issued by our operating partnership,
	•	reflect a change of an inconsequential nature that does not adversely affect the limited partners in any material respect,
	•	cure any ambiguity, correct or supplement any provisions of the partnership agreement not inconsistent with law or with other provisions of the partnership agreement, or make other changes

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		concerning matters under the partnership agreement that will not otherwise be inconsistent with the partnership agreement or law,
	•	satisfy any requirements, conditions or guidelines of federal or state law,
	•	reflect changes that are reasonably necessary for us, as general partner, to maintain our status as a REIT, or
	•	modify the manner in which capital accounts are computed.

	•	take any action in contravention of an express prohibition or limitation contained in the partnership agreement,
	•	enter into or conduct any business other than in connection with our role as general partner of our operating partnership and our operation as a public reporting company and as a REIT,
	•	acquire an interest in real or personal property other than through our operating partnership or our subsidiary partnerships,
	•	withdraw from our operating partnership or transfer any portion of our general partnership interest, except to an affiliate, or
	•	be relieved of our obligations under the partnership agreement following any permitted transfer of our general partnership interest.

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	(a) all limited partners will receive, or have the right to elect to receive, for each unit an amount of cash, securities, or other property equal to the product of:

	•	the number of shares of our common stock into which each unit is then exchangeable, and
	•	the greatest amount of cash, securities or other property paid to the holder of one share of our common stock in consideration of one share of our common stock in the termination transaction,

provided that, if, in connection with a termination transaction, a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of our common stock, each holder of units will receive, or will have the right to elect to receive, the greatest amount of cash, securities, or other property which such holder would have received had it exercised its redemption right and received shares of our common stock in exchange for its units immediately prior

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	to the expiration of such purchase, tender or exchange offer and accepted such purchase, tender or exchange offer; or

	(b) the following conditions are met:

	•	substantially all of the assets of the surviving entity are held directly or indirectly by our operating partnership or another limited partnership or limited liability company that is the surviving partnership of a merger, consolidation or combination of assets with our operating partnership,
	•	the holders of units own a percentage interest of the surviving partnership based on the relative fair market value of the net assets of our operating partnership and the other net assets of the surviving partnership immediately prior to the consummation of the transaction,
	•	the rights, preferences and privileges of such unit holders in the surviving partnership are at least as favorable as those in effect immediately prior to the consummation of the transaction and as those applicable to any other limited partners or non-managing members of the surviving partnership, and
	•	the limited partners may redeem their interests in the surviving partnership for either the consideration available to the common limited partners pursuant to the first paragraph in this section, or if the ultimate controlling person of the surviving partnership has publicly traded common equity securities, shares of those common equity securities, at an exchange ratio based on the relative fair market value of those securities and our common stock.

	•	the act or omission of the indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith, fraud or was the result of active and deliberate dishonesty,
	•	the indemnitee actually received an improper personal benefit in money, property or services, or
	•	in the case of any criminal proceeding, the indemnitee had reasonable cause to believe that the act or omission was unlawful.

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Percentage of

Percentage of

Shares of

Number of Shares of

Shares of

Common Stock

Common Stock and

Common Stock

and Units

Units Beneficially

Beneficially

Beneficially

Name and Address

Owned(1)

Owned(2)

Owned(2)(3)

Alan D. Gold(4)

1,457,647

*

4.4

%

Gary A. Kreitzer(5)

911,576

*

2.8

John F. Wilson, II(6)

504,994

*

1.6

Matthew G. McDevitt(7)

125,200

*

*

Mark J. Riedy, Ph.D.(8)

10,500

*

*

Barbara R. Cambon(8)

4,000

*

*

Edward A. Dennis, Ph.D(8)

4,000

*

*

Theodore D. Roth(8)

4,000

*

*

M. Faye Wilson(8)

4,000

*

*

Deutsche Bank AG(9)

3,051,450

9.7

%

9.7

K. G. Redding & Associates, LLC(10)

1,949,700

6.2

6.2

RS Investment Management Co. LLC(11)

1,905,200

6.1

6.1

All executive officers and directors as a group (9 persons)

3,025,917

1.1

8.9

*	Less than 1%.

(1)	Amounts assume that all units are exchanged for shares of our common stock (regardless of when such units are exchangeable).
(2)	Based on a total of 31,444,558 shares of our common stock outstanding as of May 31, 2005.
(3)	Based on a total of 2,870,564 units outstanding as of May 31, 2005, which may be exchanged for cash or shares of our common stock under certain circumstances. The total number of shares of common stock and units outstanding used in calculating these percentages assumes that none of the units held by other persons are exchanged for shares of our common stock.
(4)	Includes 1,141,742 units and 136,667 shares of restricted common stock held by Mr. Gold directly. Also includes Mr. Gold’s interest in 179,038 units held by entities in which Messrs. Gold and Kreitzer share voting and investment power. Mr. Gold and entities controlled by him have pledged all of the units beneficially owned by them to our operating partnership in order to secure their indemnity obligations under their contribution agreement.
(5)	Includes 722,528 units and 79,333 shares of restricted common stock held by Mr. Kreitzer directly. Also includes Mr. Kreitzer’s interest in 109,715 units held by entities in which Messrs. Gold and Kreitzer share voting and investment power. Mr. Kreitzer and entities controlled by him have pledged all of the units beneficially owned by them to our operating partnership in order to secure their indemnity obligations under their contribution agreement.
(6)	Includes 425,073 units and 72,667 shares of restricted common stock held by Mr. Wilson directly. Also includes 6,876 units and 378 shares of common stock held by Mr. Wilson’s wife. Mr. Wilson has pledged all of the units beneficially owned by him to our operating partnership in order to secure his indemnity obligations under his contribution agreement.
(7)	Includes 44,541 units and 36,000 shares of restricted common stock held by Mr. McDevitt directly. Also includes 43,659 units held by Mr. McDevitt’s wife. Mr. McDevitt and his wife have pledged all of the units beneficially owned by them to our operating partnership in order to secure their indemnity obligations under their contribution agreements.

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(8)	Includes 4,000 shares of restricted common stock.
(9)	Deutsche Bank AG’s address is Taunusanlage 12, D-60325, Frankfurt am Main, Federal Republic of Germany. The foregoing information is based on Deutsche Bank AG’s Schedule 13G/ A filed with the Securities and Exchange Commission on January 26, 2005.

(10)	K. G. Redding & Associates, LLC’s address is One North Wacker Drive, Suite 4343, Chicago, Illinois 60606-2841. The foregoing information is based on K. G. Redding & Associates, LLC’s Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005.
(11)	Information is based on RS Investment Management Co. LLC’s Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005, which did not include RS Investment Management Co. LLC’s address.

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	•	determines that such ownership will not cause any individual’s beneficial ownership of shares of our common stock to violate the ownership limit and that any exemption from the ownership limit will not jeopardize our status as a REIT, and
	•	determines that such stockholder does not and will not own, actually or constructively, an interest in a tenant of ours (or a tenant of any entity owned in whole or in part by us) that would cause us to own, actually or constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant or that any such ownership would not cause us to fail to qualify as a REIT under the Code.

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	•	any person who beneficially owns 10% or more of the voting power of our stock; 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.

	•	80% of the votes entitled to be cast by holders of our then-outstanding shares of voting stock; and
	•	two-thirds of the votes entitled to be cast by holders of our voting stock other than stock held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or stock held by an affiliate or associate of the interested stockholder.

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	•	one-tenth or more but less than one-third,
	•	one-third or more but less than a majority, or
	•	a majority or more of all voting power.

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	•	A classified board;
	•	A two-thirds vote requirement to remove a director;
	•	A requirement that the number of directors be fixed only by the vote of the directors;
	•	A requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the directorship in which the vacancy occurred; and
	•	A majority requirement for the calling of a special meeting of stockholders.

	•	pursuant to our notice of the meeting,
	•	by or at the direction of our board of directors, or
	•	by a stockholder who is a stockholder of record both at the time of giving the stockholder’s notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the advance notice procedures set forth in our bylaws.

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	•	pursuant to our notice of the meeting,
	•	by or at the direction of our board of directors, or
	•	provided that our board of directors has determined that directors will be elected at such meeting, by a stockholder who is a stockholder of record both at the time of giving the stockholder’s notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting and has complied with the advance notice provisions set forth in our bylaws.

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	•	the Code,
	•	current, temporary and proposed Treasury regulations promulgated under the Code,
	•	the legislative history of the Code,
	•	current administrative interpretations and practices of the IRS, and
	•	court decisions,

	•	the acquisition, ownership, and/or sale or other disposition of the common stock offered under this prospectus, including the federal, state, local, foreign and other tax consequences,
	•	our election to be taxed as a REIT for federal income tax purposes, and
	•	potential changes in the tax laws.

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	•	First, we will be required to pay tax at regular corporate rates on any undistributed REIT taxable income, including undistributed net capital gains.
	•	Second, we may be required to pay the “alternative minimum tax” on our items of tax preference under some circumstances.
	•	Third, if we have (1) net income from the sale or other disposition of “foreclosure property” held primarily for sale to customers in the ordinary course of business or (2) other nonqualifying income from foreclosure property, we will be required to pay tax at the highest corporate rate on this income. Foreclosure property is generally property we acquired through foreclosure or after a default on a loan secured by the property or a lease of the property.
	•	Fourth, we will be required to pay a 100% tax on any net income from prohibited transactions. Prohibited transactions are, in general, sales or other taxable dispositions of property, other than foreclosure property held primarily for sale to customers in the ordinary course of business.
	•	Fifth, if we fail to satisfy the 75% gross income test or the 95% gross income test, as described below, but have otherwise maintained our qualification as a REIT because certain other requirements are met, we will be required to a pay a tax equal to (1) the greater of (A) the amount by which 75% of our gross income exceeds the amount qualifying under the 75% gross income test, and (B) the amount by which 95% of our gross income (90% for our taxable year ended December 31, 2004) exceeds the amount qualifying under the 95% gross income test, multiplied by (2) a fraction intended to reflect our profitability.
	•	Sixth, if we fail to satisfy any of the REIT asset tests, as described below, by more than a de minimis amount due to a reasonable cause and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of $50,000 or the highest corporate tax rate multiplied by the net income generated by the nonqualifying assets.
	•	Seventh, if we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a violation of the REIT gross income tests or certain violations of the asset tests described below) and the violation is due to reasonable cause, we may retain our REIT qualification but we will be required to pay a penalty of $50,000 for each such failure.
	•	Eighth, we will be required to pay a 4% excise tax to the extent we fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for the year, (2) 95% of

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		our REIT capital gain net income for the year, and (3) any undistributed taxable income from prior periods.
	•	Ninth, if we acquire any asset from a corporation which is or has been a C corporation in a transaction in which the basis of the asset in our hands is determined by reference to the basis of the asset in the hands of the C corporation, and we subsequently recognize gain on the disposition of the asset during the ten-year period beginning on the date on which we acquired the asset, then we will be required to pay tax at the highest regular corporate tax rate on this gain to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted basis in the asset, in each case determined as of the date on which we acquired the asset. The results described in this paragraph with respect to the recognition of gain assume that the C corporation will refrain from making an election to receive different treatment under existing Treasury regulations on its tax return for the year in which we acquire an asset from the C corporation.
	•	Tenth, we will be subject to a 100% tax on any “redetermined rents,” “redetermined deductions” or “excess interest.” In general, redetermined rents are rents from real property that are overstated as a result of services furnished by a “taxable REIT subsidiary” of our company to any of our tenants. Redetermined deductions and excess interest represent amounts that are deducted by our taxable REIT subsidiary for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s-length negotiations. See “— Penalty Tax.”

	(1) that is managed by one or more trustees or directors,
	(2) that issues transferable shares or transferable certificates to evidence its beneficial ownership,
	(3) that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code,
	(4) that is not a financial institution or an insurance company within the meaning of certain provisions of the Code,
	(5) that is beneficially owned by 100 or more persons,
	(6) not more than 50% in value of the outstanding stock of which is owned, actually or constructively, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of each taxable year, and
	(7) that meets other tests, described below, regarding the nature of its income and assets and the amount of its distributions.

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	•	The amount of rent must not be based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of receipts or sales,
	•	We, or an actual or constructive owner of 10% or more of our capital stock, must not actually or constructively own 10% or more of the interests in the tenant, or, if the tenant is a corporation, 10% or more of the voting power or value of all classes of stock of the tenant. Rents received from such a tenant that is a taxable REIT subsidiary, however, will not be excluded from the definition of “rents from real property” as a result of this condition if at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are comparable to rents paid by our other tenants for comparable space. For taxable years beginning on or after January 1, 2005, whether rents paid by a taxable REIT subsidiary are substantially comparable to rents paid by other tenants is determined at the time the lease with the taxable REIT subsidiary is entered into, extended, and modified, if such modification increases the rents due under such lease; provided, however, that if a lease with a “controlled taxable REIT subsidiary” is modified and such modification results in an increase in the rents payable by such taxable REIT subsidiary, any such increase will not qualify as “rents from real property.” For purposes of this rule, a “controlled taxable REIT subsidiary” is a taxable REIT subsidiary in which we own stock possessing more than 50% of the voting power or more than 50% of the total value.
	•	Rent attributable to personal property, leased in connection with a lease of real property, is not greater than 15% of the total rent received under the lease. If this requirement is not met, then the portion of the rent attributable to personal property will not qualify as “rents from real property,” and
	•	We generally must not operate or manage the property or furnish or render services to our tenants, subject to a 1% de minimis exception, other than through a taxable REIT subsidiary or an independent contractor from whom we derive no revenue. We may, however, perform services that

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		are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered “rendered to the occupant” of the property. Examples of these services include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. In addition, we may employ an independent contractor to provide customary services, or a taxable REIT subsidiary, which may be wholly or partially owned by us, to provide both customary and non-customary services to our tenants without causing the rent we receive from those tenants to fail to qualify as “rents from real property.” Any amounts we receive from a taxable REIT subsidiary with respect to the taxable REIT subsidiary’s provision of noncustomary services will, however, be nonqualifying income under the 75% gross income test and, except to the extent received through the payment of dividends, the 95% REIT gross income test.

	•	following our identification of the failure to meet the 75% or 95% gross income tests for any taxable year, we file a schedule with the IRS setting forth each item of our gross income for purposes of

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		the 75% or 95% gross income tests for such taxable year in accordance with Treasury regulations to be issued; and
	•	our failure to meet these tests was due to reasonable cause and not due to willful neglect,

	•	our failure to meet these tests was due to reasonable cause and not due to willful neglect,
	•	we attach a schedule of the sources of our income to our federal income tax return, and
	•	any incorrect information on the schedule was not due to fraud with intent to evade tax.

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	•	90% of our “REIT taxable income,” and
	•	90% of our after-tax net income, if any, from foreclosure property, minus
	•	the excess of the sum of certain items of non-cash income over 5% of our “REIT taxable income.”

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	•	financial institutions, banks and thrifts,
	•	insurance companies,
	•	tax-exempt organizations,
	•	“S” corporations,
	•	regulated investment companies and REITs,
	•	foreign corporations and persons who are not residents or citizens of the United States,
	•	partnerships or other entities treated as partnerships for U.S. income tax purposes,
	•	dealers in securities or currencies,
	•	persons holding our common stock as a hedge against currency risks or as a position in a straddle, or
	•	United States persons whose functional currency is not the United States dollar.

	•	is a citizen or resident of the United States,
	•	is a corporation, partnership, limited liability company or other entity created or organized in or under the laws of the United States or of any state thereof or in the District of Columbia unless, in the case of a partnership or limited liability company, Treasury regulations provide otherwise,
	•	is an estate the income of which is subject to United States federal income taxation regardless of its source, or
	•	is a trust whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust.

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	•	include its pro rata share of our undistributed net capital gains in computing its long-term capital gains in its return for its taxable year in which the last day of our taxable year falls, subject to certain limitations as to the amount that is includable,
	•	be deemed to have paid the capital gains tax imposed on us on the designated amounts included in the U.S. stockholder’s capital gains,
	•	receive a credit or refund for the amount of tax deemed paid by it,

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	•	increase the adjusted basis of its common stock by the difference between the amount of includable gains and the tax deemed to have been paid by it, and
	•	in the case of a U.S. stockholder that is a corporation, appropriately adjust its earnings and profits for the retained capital gains in accordance with Treasury regulations to be promulgated by the IRS.

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	•	a lower treaty rate applies and the non-U.S. stockholder files with us an IRS Form W-8BEN evidencing eligibility for that reduced treaty rate, or
	•	the non-U.S. stockholder files an IRS Form W-8ECI with us claiming that the distribution is income effectively connected with the non-U.S. stockholder’s trade or business.

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	(1) the investment in our common stock is treated as effectively connected with the non-U.S. stockholder’s United States trade or business, in which case the non-U.S. stockholder will be subject to the same treatment as U.S. stockholders with respect to such gain, except that a non-U.S. stockholder that is a foreign corporation may also be subject to the 30% branch profits tax, as discussed above; or
	(2) the non-U.S. stockholder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, in which case the nonresident alien individual will be subject to a 30% tax on the individual’s capital gains.

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	•	an ERISA plan make investments that are prudent and for the exclusive purpose of providing benefits to participants and beneficiaries in the plan,
	•	an ERISA plan make investments that are diversified in order to reduce the risk of large losses, unless it is clearly prudent for the ERISA plan not to do so,
	•	an ERISA plan’s investments must be authorized under ERISA and the terms of the governing documents of the ERISA plan, and
	•	the fiduciary may not cause the ERISA plan to enter into transactions prohibited under Section 406 of ERISA (and certain corresponding provisions of the Code).

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	•	freely transferable,
	•	part of a class of securities that is widely held, and
	•	either part of a class of securities that is registered under section 12(b) or 12(g) of the Exchange Act or sold to an ERISA plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act, and the class of securities of which this security is a part is registered under the Exchange Act within 120 days, or longer if allowed by the Securities and Exchange Commission, after the end of the fiscal year of the issuer during which this offering of these securities to the public occurred.

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	•	invested in real estate which is managed or developed and with respect to which the entity has the right to substantially participate directly in the management or development activities, and
	•	which, in the ordinary course of its business, is engaged directly in real estate management or development activities.

	•	invested in one or more operating companies with respect to which the entity has management rights, and
	•	which, in the ordinary course of its business, actually exercises its management rights with respect to one or more of the operating companies in which it invests.

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			Number of
Underwriter			Shares
Raymond James & Associates, Inc.				6,312,000
KeyBanc Capital Markets, a division of McDonald Investments Inc.				2,104,000
Wachovia Capital Markets, LLC				1,972,500
Friedman, Billings, Ramsey & Co., Inc.				920,500
Legg Mason Wood Walker, Incorporated				920,500
RBC Capital Markets Corporation				920,500
	Total			13,150,000

						Total
		Per
		Share				No Exercise				Full Exercise
Public offering price		$	22.50			$	295,875			$	340,256
Underwriting discounts to be paid by us		$	1.0125			$	13,314			$	15,312
Proceeds, before expenses, to us		$	21.4875			$	282,561			$	324,944

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	•	short sales,
	•	syndicate covering transactions,
	•	imposition of penalty bids, and
	•	purchases to cover positions created by short sales.

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		Amount				Pledged
Name		Available				Units
Alan D. Gold		$	950,000				291,667
John F. Wilson, II		$	550,000				155,000
Matthew G. McDevitt		$	100,000				22,274

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				Page
BioMed Realty Trust, Inc.:
	Unaudited Pro Forma Consolidated Financial Statements:
		Pro Forma Consolidated Balance Sheet as of March 31, 2005			F-4
		Pro Forma Consolidated Statement of Income for the three months ended March 31, 2005			F-5
		Pro Forma Consolidated Statement of Income for the year ended December 31, 2004			F-6
		Notes to Pro Forma Consolidated Balance Sheet and Statements of Income			F-7
BioMed Realty Trust, Inc.:
	Report of Independent Registered Public Accounting Firm				F-19
	Consolidated Balance Sheets for BioMed Realty Trust, Inc. as of March 31, 2005 (Unaudited) and December 31, 2004 and Balance Sheet for Inhale 201 Industrial Road, L.P. (Predecessor) as of December 31, 2003				F-20
	Consolidated Statement of Income for BioMed Realty Trust, Inc. for the three months ended March 31, 2005 (Unaudited) and for the period from August 11, 2004 through December 31, 2004, and Statements of Income for Inhale 201 Industrial Road, L.P. (Predecessor) for the three months ended March 31, 2004 (Unaudited) and for the period from January 1, 2004 through August 17, 2004 and for the years ended December 31, 2003 and 2002				F-21
	Consolidated Statement of Stockholders’ Equity for BioMed Realty Trust, Inc. for the three months ended March 31, 2005 (Unaudited) and for the period from August 11, 2004 through December 31, 2004, and Statements of Owners’ Equity for Inhale 201 Industrial Road, L.P. (Predecessor) for the period from January 1, 2004 through August 17, 2004 and for the years ended December 31, 2003 and 2002				F-22
	Consolidated Statements of Cash Flows for BioMed Realty Trust, Inc. for the three months ended March 31, 2005 (Unaudited), Consolidated and Combined Statements of Cash Flows for BioMed Realty Trust, Inc. and Inhale 201 Industrial Road, L.P. (Predecessor) for the year ended December 31, 2004, and Statements of Cash Flows for Inhale 201 Industrial Road, L.P. (Predecessor) for the three months ended March 31, 2004 (Unaudited) and years ended December 31, 2003 and 2002				F-23
	Notes to Consolidated Financial Statements				F-24
	Real Estate and Accumulated Depreciation — Schedule III				F-43
Lyme Portfolio:
	Independent Auditors’ Report				F-45
	Combined statements of Revenues and Certain Expenses for the three months ended March 31, 2005 (unaudited) and year ended December 31, 2004				F-46
	Notes to Statements of Revenues and Certain Expenses				F-47
Bridgeview II:
	Independent Auditors’ Report				F-49
	Statements of Revenues and Certain Expenses for the period from January 1, 2005 through March 15, 2005 (unaudited) and year ended December 31, 2004				F-50
	Notes to Statements of Revenues and Certain Expenses				F-51
Nancy Ridge:
	Independent Auditors’ Report				F-53
	Statements of Revenues and Certain Expenses for the three months ended March 31, 2005 (unaudited) and year ended December 31, 2004				F-54
	Notes to Statements of Revenues and Certain Expenses				F-55

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			Page
Graphics Drive:
	Independent Auditors’ Report			F-57
	Statements of Revenues and Certain Expenses for period from January 1, 2005 through March 16, 2005 (unaudited) and year ended December 31, 2004			F-58
	Notes to Statements of Revenues and Certain Expenses			F-59
Phoenixville:
	Independent Auditors’ Report			F-61
	Statements of Revenues and Certain Expenses for the three months ended March 31, 2005 (unaudited) and year ended December 31, 2004			F-62
	Notes to Statements of Revenues and Certain Expenses			F-63

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				Historical
				BioMed				Lyme				Other				Other								Pro Forma
				Realty				Portfolio				Subsequent				Financing				This				BioMed Realty
				Trust, Inc.				Acquisition				Acquisitions				Transactions				Offering				Trust, Inc.
								(A)				(B)				(C)				(D)
ASSETS
Rental property, net				$	489,136			$	486,540			$	59,813			$	—			$	—			$	1,035,489
Property under development					5,373				—				—				—				—				5,373
Investment in unconsolidated partnership					2,505				—				—				—				—				2,505
Cash and cash equivalents					15,570				(399,796	)			(3,789	)			399,796				282,061				61,745
																					(132,097	)(E)
																					(100,000	)(F)
Restricted cash					2,572				—				4,049				—				—				6,621
Accounts receivable, net					5,255				—				—				—				—				5,255
Accrued straight-line rents, net					4,224				—				—				—				—				4,224
Acquired above market leases, net					7,543				3,252				—				—				—				10,795
Deferred leasing costs, net					60,950				63,720				7,670				—				—				132,340
Deferred loan costs, net					1,605				—				83				5,776				(1,951	)(G)			5,513
Prepaid expenses					2,154				—				—				—				—				2,154
Other assets					4,730				—				—				—				—				4,730
		Total assets		$	601,617			$	153,716			$	67,826			$	405,572			$	48,013			$	1,276,744
LIABILITIES AND STOCKHOLDERS’ EQUITY
Mortgage notes payable, net				$	101,594			$	137,517			$	7,870			$	—			$	—			$	246,981
Secured term loan					—				—				—				250,000				—				250,000
Unsecured line of credit					19,500				—				57,025				55,572				(132,097	)(E)			—
Unsecured term loan					—				—				—				100,000				(100,000	)(F)			—
Security deposits					5,227				—				232				—				—				5,459
Dividends and distributions payable					9,262				—				—				—				—				9,262
Accounts payable and accrued expenses					9,466				—				—				—				—				9,466
Acquired lease obligations, net					14,209				16,199				2,699				—				—				33,107
	Total liabilities				159,258				153,716				67,826				405,572				(232,097	)			554,275
Minority interests					22,486				—				—				—				—				22,486
Stockholders’ equity:
	Common stock				314				—				—				—				132				446
	Additional paid-in capital				435,010				—				—				—				281,929				716,939
	Deferred compensation				(4,410	)			—				—				—				—				(4,410	)
	Dividends in excess of earnings				(11,041	)			—				—				—				(1,951	)(G)			(12,992	)
		Total stockholders’ equity			419,873				—				—				—				280,110				699,983
		Total liabilities and stockholders’ equity		$	601,617			$	153,716			$	67,826			$	405,572			$	48,013			$	1,276,744

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					Historical				First																				Pro Forma
					BioMed				Quarter				Lyme				Other				Other								BioMed
					Realty				2005				Portfolio				Subsequent				Financing				This				Realty
					Trust, Inc.				Acquisitions				Acquisition				Acquisitions				Transactions				Offering				Trust, Inc.
									(AA)				(BB)				(CC)				(DD)				(EE)
Revenues:
	Rental				$	14,214			$	315			$	11,874			$	1,292			$	—			$	—			$	27,695
	Tenant recoveries					7,254				69				4,167				363				—				—				11,853
	Other income					3,003				—				318				167				—				—				3,488
			Total revenues			24,471				384				16,359				1,822				—				—				43,036
Expenses:
	Rental operations					6,395				63				1,867				204				—				—				8,529
	Real estate taxes					1,788				121				2,479				282				—				—				4,670
	Depreciation and amortization					6,191				201				4,054				672				—				—				11,118
	General and administrative					2,550				—				22				—				—				—				2,572
			Total expenses			16,924				385				8,422				1,158				—				—				26,889
		Income from operations				7,547				(1	)			7,937				664				—				—				16,147
	Equity in net income of unconsolidated partnership					51				—				—				—				—				—				51
	Interest income					78				—				—				—				—				—				78
	Interest expense					(1,411	)			—				(2,037	)			(104	)			(6,758	)			2,188				(8,122	)
			Income (loss) before minority interests			6,265				(1	)			5,900				560				(6,758	)			2,188				8,154
			Minority interests			(429	)			—				—				—				—				36				(393	)(GG)
	Net income (loss)				$	5,836			$	(1	)		$	5,900			$	560			$	(6,758	)		$	2,224			$	7,761
Pro forma earnings per share — basic(HH)					$	0.19																							$	0.18
Pro forma earnings per share — diluted(HH)					$	0.19																							$	0.17
Pro forma weighted average common shares outstanding — basic(HH)						31,129,613																								44,279,613
Pro forma weighted average common shares outstanding — diluted(HH)						34,148,820																								47,298,820

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				Historical				First																				Third and				Pro Forma
				BioMed				Quarter				Lyme				Other				Other								Fourth				BioMed
				Realty				2005				Portfolio				Subsequent				Financing				This				Quarter 2004				Realty
				Trust, Inc.				Acquisitions				Acquisition				Acquisitions				Transactions				Offering				Acquisitions				Trust, Inc.
								(AA)				(BB)				(CC)				(DD)				(EE)				(FF)
Revenues:
	Rental			$	19,432			$	1,408			$	46,406			$	5,513			$	—			$	—			$	38,937			$	111,696
	Tenant recoveries				9,222				259				13,955				1,490				—				—				16,216				41,142
	Other income				—				—				1,378				—				—				—				—				1,378
		Total revenues			28,654				1,667				61,739				7,003				—				—				55,153				154,216
Expenses:
	Rental operations				10,030				244				5,011				586				—				—				17,222				33,093
	Real estate taxes				1,589				497				9,919				1,131				—				—				3,317				16,453
	Depreciation and amortization				7,853				803				15,725				2,465				—				—				15,961				42,807
	General and administrative				3,130				—				86				—				—				—				7,141				10,357
		Total expenses			22,602				1,544				30,741				4,182				—				—				43,641				102,710
		Income from operations			6,052				123				30,998				2,821				—				—				11,512				51,506
	Equity in net loss of unconsolidated partnership				(11	)			—				—				—				—				—				(33	)			(44	)
	Interest income				190				—				—				—				—				—				306				496
	Interest expense				(1,180	)			—				(8,110	)			(422	)			(27,032	)			8,751				(830	)			(28,823	)
		Income (loss) before minority interests			5,051				123				22,888				2,399				(27,032	)			8,751				10,955				23,135
	Minority interests				(269	)			—				—				—				—				(834	)			—				(1,103	)(GG)
	Net income (loss)			$	4,782			$	123			$	22,888			$	2,399			$	(27,032	)		$	7,917			$	10,955			$	22,032
Pro forma earnings per share — basic(HH)				$	0.15																											$	0.50
Pro forma earnings per share — diluted(HH)				$	0.15																											$	0.50
Pro forma weighted average common shares outstanding — basic(HH)					30,965,178																												44,115,178
Pro forma weighted average common shares outstanding — diluted(HH)					33,767,575																												46,917,575

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Table of Contents

1.	Adjustments to the Pro Forma Consolidated Balance Sheet

	Presentation

	•	The acquisition of the Lyme Portfolio for approximately $531,000,000, including closing costs and an advisory fee to Raymond James & Associates, Inc. of $1,375,000, which occurred on May 31, 2005. In addition to cash paid and financed by borrowings discussed below, consideration also included the assumption of $137,517,000 of mortgage notes payable (including premium of $6,313,000);
	•	Borrowings of $100,000,000 on a senior unsecured term loan, $250,000,000 on a senior secured term loan, and approximately $55,572,000 on our senior unsecured revolving credit facility. This debt was incurred to partially fund the acquisition of the Lyme Portfolio;
	•	The acquisition of Fresh Pond Research Park for $20,756,000, which occurred on April 5, 2005;
	•	The acquisition of Coolidge Avenue for $10,833,000, which occurred on April 5, 2005;
	•	The acquisition of Phoenixville for $13,206,000, which occurred on April 5, 2005;
	•	The acquisition of Nancy Ridge for $12,800,000, which occurred on April 21, 2005. Consideration paid for this acquisition also included the assumption of $7,870,000 of a mortgage note payable (including premium of $869,000). In addition a $1,177,000 deposit for loan impounds was made by the Company;
	•	The acquisition of Dumbarton Circle for $6,320,000, excluding $2,640,000 paid into escrow for tenant construction allowance, which occurred on May 27, 2005;
	•	Public offering of 13,150,000 common shares at $22.50 per share, with net proceeds of $282,061,000;
	•	Repayment of the $100,000,000 senior unsecured term loan and approximately $132,097,000 of debt outstanding on the Company’s senior unsecured revolving credit facility using proceeds from the offering.

	Adjustments

	(A) Reflects the acquisition of the Lyme Portfolio from a third party on May 31, 2005 for approximately $531,000,000, including closing costs, consisting of cash payments of $399,796,000 (see

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	Note C for discussion of funding) and the assumption of mortgage notes payable in the amount of $137,517,000 (including premium of $6,313,000):

Rental properties, net		$	486,540
Intangible assets, net(1)			66,972
Acquired debt premium(2)			(6,313	)
Assumed lease obligation, net(1)			(16,199	)
Net assets acquired		$	531,000

	(1)	A portion of the purchase price has been allocated to identified intangible assets (liabilities) for (i) above-market and below-market leases in the amounts of $3,252,000 and $16,199,000, respectively, which are amortized to rental income over the remaining non-cancelable term of the respective leases, and (ii) the value of in-place leases and management agreements in the amount of $63,720,000 which are amortized to depreciation and amortization expense over the remaining non-cancelable terms of the respective leases and management agreements.
	(2)	Debt premiums are recorded upon assumption of the notes at the time of acquisition to account for above-market interest rates. Amortization of these premiums is recorded as a reduction to interest expense over the remaining terms of the respective mortgages.

(B) Reflects the acquisition of five other properties from third parties subsequent to March 31, 2005 for approximately $67,732,000, including loan impounds of $1,177,000 for the Nancy Ridge loan assumption, closing costs and payment of deferred loan costs of $83,000. Consideration paid consisted of cash payments of $60,814,000 (financed by borrowings on the existing unsecured line of credit of $57,025,000 and cash on hand of $3,789,000), the assumption of mortgage notes payable in the amount of $7,870,000 (including $869,000 of debt premium) for the Nancy Ridge acquisition:

		Fresh Pond				Coolidge				Phoenixville				Nancy Ridge				Dumbarton				Total
Rental properties, net		$	20,928			$	9,533			$	11,657			$	12,133			$	5,562			$	59,813
Loan impounds (restricted cash)			—				—				—				1,177				—				1,177
Tenant construction allowance (restricted cash)			—				—				—				—				2,640				2,640
Intangible assets, net(1)			2,491				1,300				1,585				1,536				758				7,670
Cash received for tenant security deposits (restricted cash)			18				—				117				—				97				232
Acquired debt premium(2)			—				—				—				(869	)			—				(869	)
Tenant deposits (restricted cash)			(18	)			—				(117	)			—				(97	)			(232	)
Acquired lease obligation, net(1)			(2,663	)			—				(36	)			—				—				(2,699	)
Net assets acquired		$	20,756			$	10,833			$	13,206			$	13,977			$	8,960			$	67,732
Acquisition date			April 5, 2005				April 5, 2005				April 5, 2005				April 21, 2005				May 27, 2005

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	(1)	A portion of the purchase price has been allocated to identified intangible liabilities for below-market leases in the amount of $2,699,000, which are amortized to rental income over the remaining non-cancelable term of the respective leases, and the value of in-place leases and management agreements in the amount of $7,670,000 which are amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases and management agreements.
	(2)	Premiums are recorded upon assumption of mortgages at the time of acquisition to account for above-market interest rates. Amortization of these premiums is recorded as a reduction to interest expense over the remaining term of the respective notes.

	(C) To fund the acquisitions, the Company incurred the following indebtedness:

			Principal				Loan
			Amount				Fees
$250.0 million senior unsecured revolving credit facility(1)			$	112,597			$	1,863
$100.0 million senior unsecured term loan				100,000				1,050
$250.0 million senior secured term loan				250,000				2,863
	Total		$	462,597			$	5,776

	(1)	Consists of $55,572 for the Lyme Portfolio and $57,025 for the other subsequent acquisitions.

	(D) Sale of 13,150,000 shares of common stock for $22.50 per share in this offering:

Proceeds from this offering			$	295,875
Less costs associated with this offering (including underwriters’ discount of $13,314)				(13,814	)
	Net cash proceeds		$	282,061

	Repayment of certain indebtedness upon completion of this offering:

			Principal/Total
			Cash Payments
(E) $250.0 million senior unsecured revolving credit facility			$	132,097
(F) $100.0 million senior unsecured term loan				100,000
	Total		$	232,097

	(G) Write-off of unamortized loan fees upon repayment of certain indebtedness and pro forma amortization adjustments:

			Writeoff of
			Unamortized
			Loan Fees
$100.0 million unsecured line of credit (replaced)			$	901
$100.0 million senior unsecured term loan				1,050
	Total		$	1,951

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2.	Pro Forma Consolidated Statements of Income

				For the Three Months Ended March 31, 2005
																Adjustments
																Resulting from
																Purchasing				Pro Forma
				Waples				Bridgeview				Graphics				the Property				Adjustment
Revenues:
	Rental(1)			$	—			$	271			$	31			$	13			$	315
	Tenant recoveries(2)				—				34				10				25				69
	Other income				—				—				—				—				—
		Total revenues			—				305				41				38				384
Expenses:
	Rental operations				8				11				44				—				63
	Real estate taxes(3)				6				25				25				65				121
	Depreciation and amortization(4)				—				—				—				201				201
		Total expenses			14				36				69				266				385
		Net income (loss)		$	(14	)		$	269			$	(28	)		$	(228	)		$	(1	)

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				For the Year Ended December 31, 2004
																Adjustments
																Resulting from
																Purchasing				Pro Forma
				Waples				Bridgeview II				Graphics				the Property				Adjustment
Revenues:
	Rental(1)			$	—			$	1,292			$	56			$	60			$	1,408
	Tenant recoveries(2)				—				164				14				81				259
	Other income				—				—				—				—				—
		Total revenues			—				1,456				70				141				1,667
Expenses:
	Rental operations				48				53				143				—				244
	Real estate taxes(3)				36				118				116				227				497
	Depreciation and amortization(4)				—				—				—				803				803
		Total expenses			84				171				259				1,030				1,544
		Net income (loss)		$	(84	)		$	1,285			$	(189	)		$	(889	)		$	123

(1)	The pro forma adjustment to rental revenue is directly attributable to the acquisition of the property and consists of amounts related to above and below market leases, which are being amortized over the remaining non-cancelable term of the respective contracts in accordance with SFAS 141.
(2)	The pro forma adjustment to tenant recoveries includes amounts to be received from tenants related to the pro forma adjustment to real estate taxes expense.
(3)	The pro forma adjustment to real estate taxes expense relates to the increase in property taxes due to the acquisition of the property by the Company that may result in a reassessment by the taxing authorities based on the purchase price of the property.
(4)	The pro forma adjustment to depreciation and amortization is due to depreciation of the acquired buildings and improvements using the straight-line method and an estimated life of 40 years. In addition, the value of in-place leases (exclusive of the value of above and below market leases) and the value of management agreements are amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases and management agreements.

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				For the Three Months Ended March 31, 2005
				Historical				Adjustments
				Revenue and				Resulting from
				Certain				Purchasing				Pro Forma
				Expenses				the Property				Adjustment
Revenues:
	Rental(1)			$	11,273			$	601			$	11,874
	Tenant recoveries(2)				3,140				1,027				4,167
	Other income				318				—				318
		Total revenues			14,731				1,628				16,359
Expenses:
	Rental operations(3)				1,758				109				1,867
	Real estate taxes(4)				1,529				950				2,479
	Depreciation and amortization(5)				—				4,054				4,054
	Other				22				—				22
		Total expenses			3,309				5,113				8,422
		Income from operations			11,422				(3,485	)			7,937
	Interest expense(6)				(2,203	)			166				(2,037	)
		Net income (loss)		$	9,219			$	(3,319	)		$	5,900

				For the Year Ended December 31, 2004
				Historical				Adjustments
				Revenue and				Resulting from
				Certain				Purchasing				Pro Forma
				Expenses				the Property				Adjustment
Revenues:
	Rental(1)			$	44,123			$	2,283			$	46,406
	Tenant recoveries(2)				9,198				4,757				13,955
	Other income				1,378				—				1,378
		Total revenues			54,699				7,040				61,739
Expenses:
	Rental operations(3)				4,683				328				5,011
	Real estate taxes(4)				5,344				4,575				9,919
	Depreciation and amortization(5)				—				15,725				15,725
	Other				86				—				86
		Total expenses			10,113				20,628				30,741
		Income from operations			44,586				(13,588	)			30,998
	Interest expense(6)				(8,711	)			601				(8,110	)
		Net income (loss)		$	35,875			$	(12,987	)		$	22,888

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(1)	The pro forma adjustment to rental revenue is directly attributable to the acquisition of the property and consists of amounts related to above and below market leases, which are being amortized over the remaining non-cancelable term of the respective contracts in accordance with SFAS 141.
(2)	The pro forma tenant recovery revenue adjustment is based upon an assignment of pre-existing management agreements with certain tenants, as contractually entered into with the execution of the purchase and sale agreement. Also includes, amounts to be received from tenants related to the pro forma adjustment to real estate taxes expense.
(3)	The pro forma adjustment to rental operations expense includes amounts related to expenses associated with self-managed properties.
(4)	The pro forma adjustment to real estate taxes expense relates to the increase in property taxes due to the acquisition of the property by the Company that may result in a reassessment by the taxing authorities based on the purchase price of the property.
(5)	The pro forma adjustment to depreciation and amortization is due to depreciation of the acquired buildings and improvements using the straight-line method and an estimated life of 40 years. In addition, the value of in-place leases (exclusive of the value of above and below market leases) and the value of management agreements are amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases and management agreements.
(6)	The pro forma adjustment to interest expense is due to the amortization of debt premiums that were recorded upon assumption of the mortgage notes to account for above-market interest rates. This adjustment reduces interest expense over the remaining terms of the respective mortgages using the effective interest method. Also includes amortization of deferred loan fees, including loan assumption fees, incurred in obtaining long-term financing, which are capitalized and amortized to interest expense over the terms of the related loans using the effective-interest method.

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				For the Three Months Ended March 31, 2005
																								Adjustments
																								Resulting from
																Nancy								Purchasing				Pro Forma
				Coolidge				Fresh Pond				Phoenixville				Ridge				Dumbarton				the Properties				Adjustment
Revenues:
	Rental(1)			$	244			$	389			$	187			$	355			$	—			$	117			$	1,292
	Tenant recoveries(2)				51				92				42				35				—				143				363
	Other income				—				—				—				16				151				—				167
		Total revenues			295				481				229				406				151				260				1,822
Expenses:
	Rental operations(3)				33				28				81				20				17				25				204
	Real estate taxes(4)				18				64				31				15				16				138				282
	Depreciation and amortization(5)				—				—				—				—				—				672				672
		Total expenses			51				92				112				35				33				835				1,158
		Income from operations			244				389				117				371				118				(575	)			664
	Interest expense(6)				—				—				—				(130	)			—				26				(104	)
		Net income (loss) before minority interest		$	244			$	389			$	117			$	241			$	118			$	(549	)		$	560

				For the Year Ended December 31, 2004
																								Adjustments
																								Resulting from
																Nancy								Purchasing				Pro Forma
				Coolidge				Fresh Pond				Phoenixville				Ridge				Dumbarton				the Properties				Adjustment
Revenues:
	Rental(1)			$	927			$	1,512			$	615			$	1,419			$	596			$	444			$	5,513
	Tenant recoveries(2)				153				336				112				112				184				593				1,490
	Other income				—				—				—				—				—				—				—
		Total revenues			1,080				1,848				727				1,531				780				1,037				7,003
Expenses:
	Rental operations(3)				79				84				186				49				102				86				586
	Real estate taxes(4)				74				256				126				60				100				515				1,131
	Depreciation and amortization(5)				—				—				—				—				—				2,465				2,465
		Total expenses			153				340				312				109				202				3,066				4,182
		Income from operations			927				1,508				415				1,422				578				(2,029	)			2,821
Interest expense(6)					—				—				—				(513	)			—				91				(422	)
		Net income (loss) before minority interest		$	927			$	1,508			$	415			$	909			$	578			$	(1,938	)		$	2,399

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(1)	The pro forma adjustment to rental revenue is directly attributable to the acquisition of the property and consists of amounts related to above and below market leases, which are being amortized over the remaining non-cancelable term of the respective contracts in accordance with SFAS 141.
(2)	The pro forma tenant recovery revenue adjustment is based upon an assignment of pre-existing management agreements with certain tenants, as contractually entered into with the execution of the purchase and sale agreement. Also includes, amounts to be received from tenants related to the pro forma adjustment to real estate taxes expense.
(3)	The pro forma adjustment to rental operations expense includes amounts related to expenses associated with self-managed properties.
(4)	The pro forma adjustment to real estate taxes expense relates to the increase in property taxes due to the acquisition of the property by the Company that may result in a reassessment by the taxing authorities based on the purchase price of the property.
(5)	The pro forma adjustment to depreciation and amortization is due to depreciation of the acquired buildings and improvements using the straight-line method and an estimated life of 40 years. In addition, the value of in-place leases (exclusive of the value of above and below market leases) and the value of management agreements are amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases and management agreements.
(6)	The pro forma adjustment to interest expense is due to the amortization of debt premiums that were recorded upon assumption of the mortgage notes to account for above-market interest rates. This adjustment reduces interest expense over the remaining terms of the respective mortgages using the effective interest method. Also includes amortization of deferred loan fees, including loan assumption fees, incurred in obtaining long-term financing, which are capitalized and amortized to interest expense over the terms of the related loans using the effective-interest method.

										Interest Expense
										For the Three
		Principal								Months Ended				For the Year Ended
		Amount				Interest Rate				March 31, 2005				December 31, 2004
$250.0 million senior unsecured revolving credit facility(1)		$	112,597				4.46	%		$	1,255			$	5,022
$100.0 million senior unsecured term loan(1)			100,000				4.46	%			1,115				4,460
$250.0 million senior secured term loan(2)			250,000				6.407	%			4,004				16,018
Amortization of loan fees			—								384				1,532
		$	462,597							$	6,758			$	27,032

(1)	Borrowings under the line of credit and $100,000,000 senior unsecured term loan bear interest at a rate of LIBOR plus a margin, which can vary between 120 basis points and 200 basis points depending on the overall leverage of the Company. A margin of 135 basis was assumed based upon the pro forma leverage of the Company. If LIBOR increased or decreased by 0.125%, the estimated interest expense could increase or decrease by approximately $266,000 annually.
(2)	The $250,000,000 senior secured term loan bears interest at LIBOR plus a spread of 225 basis points. The Company has entered into an interest-rate swap for a notional amount of $250,000,000 which the

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	Company believes will be fully effective in hedging changes in the floating rate of the secured term loan and fixing the overall interest rate at 6.407%.

										Interest Expense
										For the Three
										Months Ended				For the Year Ended
		Debt Repaid				Interest Rate				March 31, 2005				December 31, 2004
$250.0 million senior unsecured revolving credit facility(1)		$	132,097				4.46	%		$	1,473			$	5,892
$100.0 million senior unsecured term loan			100,000				4.46	%			1,115				4,460
Write-off of unamortized loan fees			—								(400	)			(1,601	)
		$	232,097							$	2,188			$	8,751

(1)	Includes the historical line of credit balance that was also repaid in connection with the offering.

				For the Year Ended December 31, 2004
				Historical
				Revenue and				Adjustments
				Certain Expenses				Resulting from
				through the Date				Purchasing				Pro Forma
				of Acquisition				the Property				Adjustment
Revenues:
	Rental(1)			$	38,863			$	74			$	38,937
	Tenant recoveries(2)				16,003				213				16,216
	Other income				—				—				—
		Total revenues			54,866				287				55,153
Expenses:
	Rental operations(3)				17,002				220				17,222
	Real estate taxes				3,317				—				3,317
	Depreciation and amortization(4)				—				15,961				15,961
	General and administrative(5)				—				7,141				7,141
		Total expenses			20,319				23,322				43,641
		Income from operations			34,547				(23,035	)			11,512
	Equity in net loss of unconsolidated partnership				(33	)			—				(33	)
	Interest income				306				—				306
	Interest expense(6)				(2,716	)			1,886				(830	)
		Net income (loss) before minority interest		$	32,104			$	(21,149	)		$	10,955

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(1)	The pro forma adjustment to rental revenue is directly attributable to the acquisition of the property and consists of amounts related to above and below market leases, which are being amortized over the remaining non-cancelable term of the respective contracts in accordance with SFAS 141.
(2)	The pro forma tenant recovery revenue adjustment is based upon an assignment of pre-existing management agreements with certain tenants, as contractually entered into with the execution of the purchase and sale agreement. Also includes, amounts to be received from tenants related to the pro forma adjustment to real estate taxes expense.
(3)	The pro forma adjustment to rental operations expense includes amounts related to expenses associated with self-managed properties.
(4)	The pro forma adjustment to depreciation and amortization is due to depreciation of the acquired buildings and improvements using the straight-line method and an estimated life of 40 years. In addition, the value of in-place leases (exclusive of the value of above and below market leases) and the value of management agreements are amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases and management agreements.
(5)	The pro forma adjustment to general and administrative expenses is due to additional expenses as a result of the acquisitions in 2004.
(6)	The pro forma adjustment to interest expense is due to the amortization of debt premiums that were recorded upon assumption of the mortgage notes to account for above-market interest rates. This adjustment reduces interest expense over the remaining terms of the respective mortgages using the effective interest method. Also includes amortization of deferred loan fees, including loan assumption fees, incurred in obtaining long-term financing, which are capitalized and amortized to interest expense over the terms of the related loans using the effective-interest method.

	(GG)	Allocate minority interest in net income:

			For the Three
			Months Ended				For the Year Ended
			March 31, 2005				December 31, 2004
Total income before allocation to minority interest			$	8,154			$	23,135
	Minority interest in loss of King of Prussia			109				323
Adjusted income before allocation to minority interest of operating partnership			$	8,263			$	23,458
Weighted average percentage allocable to minority interest of operating partnership(1)				6.08	%			6.08	%
			$	(502)			$	(1,426)

(1)	The minority interest allocation varies due to the effects of historical weighted average shares outstanding during the periods.

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	(HH)	The following is a reconciliation to net income:

			For the Three Months								For the Year Ended
			Ended March 31, 2005								December 31, 2004
			Historical				Pro Forma				Historical				Pro Forma
Net income attributable to common shares			$	5,836			$	7,761			$	4,782			$	22,032
	Operating partnership unit share in earnings of minority interest(1)			538				502				414				1,426
Adjusted net income attributable to common shares			$	6,374			$	8,263			$	5,196			$	23,458
Weighted-average common shares outstanding:
	Basic(2)			31,129,613				44,279,613				30,965,178				44,115,178
	Diluted(2)			34,148,820				47,298,820				33,767,575				46,917,575
Pro forma earnings per share — basic			$	0.19			$	0.18			$	0.15			$	0.50
Pro forma earnings per share — diluted			$	0.19			$	0.17			$	0.15			$	0.50

(1)	Does not include minority interest in the loss for the limited partner’s interest in the King of Prussia property of $109,000, $109,000, $145,000 and $323,000, respectively.
(2)	Pro forma shares include 13,150,000 shares due to the offering.

F-18

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	/s/ KPMG LLP

F-19

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												Inhale 201
												Industrial
				BioMed Realty								Road, L.P.
				Trust, Inc.								(Predecessor)
				March 31,				December 31,				December 31,
				2005				2004				2003
				(Unaudited)
				(In thousands, except per share data)
Assets
Rental property, net				$	489,136			$	468,488			$	47,025
Property under development					5,373				—				—
Investment in unconsolidated partnership					2,505				2,470				—
Cash and cash equivalents					15,570				27,869				157
Restricted cash					2,572				2,470				—
Accounts receivable, net					5,255				1,837				—
Accrued straight-line rents, net					4,224				3,306				2,427
Acquired above market leases, net					7,543				8,006				—
Deferred leasing costs, net					60,950				61,503				287
Deferred loan costs, net					1,605				1,700				29
Prepaid expenses					2,154				1,531				—
Other assets					4,730				2,543				131
		Total assets		$	601,617			$	581,723			$	50,056
Liabilities and Stockholders’ and Owners’ Equity
Mortgage notes payable, net				$	101,594			$	102,236			$	34,208
Unsecured line of credit					19,500				—				—
Security deposits					5,227				4,831				—
Due to affiliates					—				53				3,000
Dividends and distributions payable					9,262				9,249				—
Accounts payable and accrued expenses					9,466				7,529				389
Acquired lease obligations, net					14,209				13,741				—
		Total liabilities			159,258				137,639				37,597
Minority interests					22,486				22,267				—
Stockholders’ and owners’ equity:
	Preferred stock, $.01 par value, 15,000,000 shares authorized, none issued or outstanding				—				—				—
	Common stock, $.01 par value, 100,000,000 shares authorized, 31,432,558 and 31,386,333 shares issued and outstanding at March 31, 2005 and December 31, 2004, respectively				314				314				—
	Additional paid-in capital				435,010				434,075				—
	Deferred compensation				(4,410	)			(4,182	)			—
	Dividends in excess of earnings				(11,041	)			(8,390	)			—
	Owners equity				—				—				12,459
		Total stockholders’ and owners equity			419,873				421,817				12,459
		Total liabilities and stockholders’ and owners equity		$	601,617			$	581,723			$	50,056

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																Inhale 201 Industrial Road, L.P.
								Inhale 201				BioMed Realty				(Predecessor)
								Industrial Road,				Trust, Inc.
				BioMed Realty				L.P.
				Trust, Inc				(Predecessor)								Period
												Period				January 1,
				Three Months				Three Months				August 11,				2004
				Ended				Ended				2004 through				through				Year Ended				Year Ended
				March 31,				March 31,				December 31,				August 17,				December 31,				December 31,
				2005				2004				2004				2004				2003				2002
				(unaudited)				(unaudited)
				(In thousands, except per share data)
Revenues:
	Rental			$	14,214			$	1,562			$	19,432			$	3,339			$	6,275			$	5,869
	Tenant recoveries				7,254				150				9,222				375				744				718
		Other income			3,003				—				—				—				—				—
		Total revenues			24,471				1,712				28,654				3,714				7,019				6,587
Expenses:
	Rental operations				6,395				65				11,619				353				830				821
	Real estate taxes				1,788				88				—				—				—				—
	Depreciation and amortization				6,191				242				7,853				600				955				955
	General and administrative				2,550				—				3,130				—				—				—
		Total expenses			16,924				395				22,602				953				1,785				1,776
		Income from operations			7,547				1,317				6,052				2,761				5,234				4,811
	Equity in income (loss) of unconsolidated partnership				51				—				(11	)			—				—				—
	Interest income				78				—				190				—				1				3
	Interest expense				(1,411	)			(686	)			(1,180	)			(1,760	)			(2,901	)			(3,154	)
		Income before minority interests			6,265				631				5,051				1,001				2,334				1,660
	Minority interests				(429	)			—				(269	)			—				—				—
		Net income		$	5,836			$	631			$	4,782			$	1,001			$	2,334			$	1,660
Basic earnings per share				$	0.19							$	0.15
Diluted earnings per share				$	0.19							$	0.15
Weighted-average common shares outstanding:
	Basic				31,129,613								30,965,178
	Diluted				34,148,820								33,767,575

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											Additional								Dividends in
			Number of				Common				Paid-In				Deferred				Excess of				Owners’
			Shares				Stock				Capital				Compensation				Earnings				Equity				Total
			(In thousands, except share data)
The Predecessor
	Balance at December 31, 2001			—			$	—			$	—			$	—			$	—			$	12,538			$	12,538
	Distributions			—				—				—				—				—				(2,029	)			(2,029	)
	Net income			—				—				—				—				—				1,660				1,660
	Balance at December 31, 2002			—				—				—				—				—				12,169				12,169
	Distributions			—				—				—				—				—				(2,044	)			(2,044	)
	Net income			—				—				—				—				—				2,334				2,334
	Balance at December 31, 2003			—				—				—				—				—				12,459				12,459
	Distributions			—				—				—				—				—				(1,215	)			(1,215	)
	Net income			—				—				—				—				—				1,001				1,001
	Balance at August 11, 2004			—				—				—				—				—				12,245				12,245
The Company
	Buyout of owners’ equity of Predecessor			—				—				—				—				—				(12,245	)			(12,245	)
	Net proceeds from sale of common stock			31,050,000				311				429,024				—				—				—				429,335
	Issuance of unvested restricted common stock			336,333				3				5,051				(5,054	)			—				—				—
	Vesting of restricted common stock			—				—				—				872				—				—				872
	Dividends			—				—				—				—				(13,172	)			—				(13,172	)
	Net income			—				—				—				—				4,782				—				4,782
	Balance at December 31, 2004			31,386,333				314				434,075				(4,182	)			(8,390	)			—				421,817
	Issuance of unvested restricted common stock (unaudited)			46,225				—				935				(935	)			—				—				—
	Vesting of restricted common stock (unaudited)			—				—				—				707				—				—				707
	Dividends (unaudited)			—				—				—				—				(8,487	)			—				(8,487	)
	Net income (unaudited)			—				—				—				—				5,836				—				5,836
	Balance at March 31, 2005 (unaudited)			31,432,558			$	314			$	435,010			$	(4,410	)		$	(11,041	)		$	—			$	419,873

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										Inhale 201
										Industrial
										Road, L.P.
						BioMed Realty				(Predecessor)				Biomed Realty				Inhale 201				Inhale 201
						Trust, Inc.								and Industrial				Industrial				Industrial
														Road, L.P.				Road, L.P.				Road, L.P.
										Three				(Predecessor)				(Predecessor)				(Predecessor)
						Three Months				Months
						Ended				Ended				Year Ended				Year Ended				Year Ended
						March 31,				March 31,				December 31,				December 31,				December 31,
						2005				2004				2004				2003				2002
						(Unaudited)				(Unaudited)
Operating activities:
	Net income					$	5,836			$	631			$	5,783			$	2,334			$	1,660
	Adjustments to reconcile net income to net cash provided by operating activities:
		Minority interests					429				—				269				—				—
		Depreciation and amortization					6,191				242				8,453				955				955
		Bad debt expense					—				—				158				—				—
		Revenue reduction attributable to acquired above market leases					463				—				538				—				—
		Revenue recognized related to acquired lease obligations					(310	)			—				(251	)			—				—
		Vesting of restricted common stock					707				—				872				—				—
		Amortization of loan costs					129				21				216				73				411
		Interest expense reduction for amortization of debt premium					(261	)			—				(307	)			—				—
		(Income) loss from unconsolidated partnership					(51	)			—				11				—				—
		Changes in operating assets and liabilities:
			Accounts receivable				(3,418	)			—				(1,987	)			—				—
			Accrued straight-line rents				(918	)			(134	)			(887	)			(648	)			(759	)
			Deferred leasing costs				(320	)			—				—				—				—
			Prepaid expenses				(623	)			—				(1,531	)			—				—
			Other assets				38				(66	)			(712	)			133				(243	)
			Due to affiliates				(53	)			—				53				—				—
			Restricted cash				(102	)			—				(2,470	)			—				—
			Accounts payable and accrued expenses				1,937				(7	)			5,751				(431	)			(262	)
			Security deposits				388				—				—				—				—
				Net cash provided by operating activities			10,062				687				13,959				2,416				1,762
Investing activities:
	Expenditures for improvements to rental property						—				—				(290	)			(105	)			(159	)
	Purchases of interests in rental property and related intangible assets						(25,409	)			—				(459,264	)			—				—
	Purchase of interest in and additions to property under development						(5,373	)			—				—				—				—
	Security deposits received from prior owners of rental property						8				—				4,831				—				—
	Tenant improvement funds received from prior owners of rental property						—				—				1,389				—				—
	Receipts of master lease payments (reduction to rental property)						786				—				1,327				—				—
	Distributions received from unconsolidated partnership						16				—				27				—				—
	Funds held in escrow for acquisitions (other assets)						(2,225	)			—				(1,700	)			—				—
	Repayment of related party payables						—				—				(3,000	)			—				—
				Net cash used in investing activities			(32,197	)			—				(456,680	)			(105	)			(159	)
Financing activities:
	Proceeds from initial public offering						—				—				465,753				—				—
	Payment of offering costs						—				—				(36,415	)			—				—
	Payment of loan costs						(34	)			—				(1,701	)			(87	)			—
	Line of credit proceeds						19,500				—				33,900				—				—
	Line of credit repayments						—				—				(33,900	)			—				—
	Principal payments on secured notes payable						(381	)			(246	)			(234	)			(762	)			(528	)
	Proceeds from secured notes payable						—				—				49,300				227				1,348
	Distributions to operating partnership unit holders						(775	)			—				(357	)			—				—
	Dividends paid						(8,474	)			—				(4,698	)			—				—
	Distributions to owners of Predecessor						—				(510	)			(1,215	)			(2,044	)			(2,030	)
				Net cash provided by (used in) financing activities			9,836				(756	)			470,433				(2,666	)			(1,210	)
				Net increase (decrease) in cash and cash equivalents			(12,299	)			(69	)			27,712				(355	)			393
Cash and cash equivalents at beginning of period							27,869				157				157				512				119
Cash and cash equivalents at end of period						$	15,570			$	88			$	27,869			$	157			$	512
Supplemental disclosure of cash flow information:
	Cash paid during the period for interest					$	1,273			$	676			$	3,040			$	2,600			$	3,393
Supplemental disclosure of non-cash investing and financing activities:
	Secured notes payable assumed (includes premium of $5,642)						—				—				53,477				—				—
	Historic cost basis of assets transferred from Predecessor (including $2,189 of accrued straight-line rents as of August 17, 2004)						—				—				48,569				—				—
	Operating partnership units issued for interests in certain contributed properties						—				—				21,810				—				—
	Investment in unconsolidated partnership acquired by issuing Operating Partnership units						—				—				2,508				—				—
	Distributions in excess of equity balance to owners of Predecessor						—				—				5,131				—				—
	Accrual for offering costs						—				—				(423	)			—				—
	Accrual for dividends declared						8,487				—				8,474				—				—
	Accrual for distributions declared for operating partnership unit holders						775				—				775				—				—
	Restricted stock awards						935				—				5,054				—				—

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1.	Organization and Description of Business

F-24

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2.	Basis of Presentation and Summary of Significant Accounting Policies

Buildings and improvements		40 years
Ground lease		Term of the related lease
Tenant improvements		Shorter of the useful lives or the terms of the related leases
Furniture, fixtures, and equipment		3-5 years
Acquired in-place leases		Non-cancelable term of the related lease
Acquired management agreements		Non-cancelable term of the related agreement

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F-26

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		March 31,				December 31,				December 31,
		2005				2004				2003
		(Unaudited)
Land		$	70,285			$	68,755			$	12,000
Ground lease			14,210				14,217				—
Buildings and improvements			409,686				388,502				37,588
Tenant improvements			720				283				—
			494,901				471,757				49,588
Accumulated depreciation			(5,765	)			(3,269	)			(2,563	)
		$	489,136			$	468,488			$	47,025

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		Balance at
		March 31,				Accumulated
		2005				Amortization				Net
Acquired in-place leases		$	60,078			$	(7,032	)		$	53,046
Acquired management agreements			8,392				(983	)			7,409
Deferred leasing commissions			561				(66	)			495
		$	69,031			$	(8,081	)		$	60,950

		Balance at
		December 31,				Accumulated
		2004				Amortization				Net
Acquired in-place leases		$	57,663			$	(4,001	)		$	53,662
Acquired management agreements			8,151				(576	)			7,575
Deferred leasing commissions			361				(95	)			266
		$	66,175			$	(4,672	)		$	61,503

		Balance at
		December 31,				Accumulated
		2003				Amortization				Net
Deferred leasing commissions		$	360			$	(73	)		$	287

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F-29

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F-30

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3.	Minority Interests

F-31

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4.	Secured Notes Payable

		Stated																Carrying				Carrying
		Fixed				Effective								Unamortized				Value at				Value at
		Interest				Interest				Principal				Premium				March 31,				December 31,
		Rate				Rate				Amount				Amount				2005				2004				Maturity Date
										(Unaudited)				(Unaudited)				(Unaudited)
Ardentech Court			7.25	%			5.06	%		$	4,807			$	591			$	5,398			$	5,440				July 1, 2012
Bayshore Boulevard			4.55	%			4.55	%			16,378				—				16,378				16,438				January 1, 2010
Bridgeview			8.07	%			5.04	%			11,798				1,780				13,578				13,681				January 1, 2011
Eisenhower Road			5.80	%			4.63	%			2,244				73				2,317				2,331				May 5, 2008
Elliott Avenue			7.38	%			4.63	%			16,881				1,017				17,898				18,107				November 24, 2007
Monte Villa Parkway			4.55	%			4.55	%			9,971				—				9,971				10,007				January 1, 2010
Science Center Drive			7.65	%			5.04	%			11,667				1,613				13,280				13,376				July 1, 2011
Towne Centre Drive			4.55	%			4.55	%			22,774				—				22,774				22,856				January 1, 2010
										$	96,520			$	5,074			$	101,594			$	102,236

		March 31,				December 31,
		2005				2004
		(Unaudited)
2005		$	1,456			$	1,834
2006			2,017				2,018
2007			37,112				17,613
2008			3,732				3,733
2009			1,716				1,717
Thereafter			69,987				69,986
		$	116,020			$	96,901

5.	Line of Credit

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6.	Earnings Per Share

								Period
				For the Three				August 11,
				Months Ended				2004 through
				March 31,				December 31,
				2005				2004
				(Unaudited)
Net income attributable to common shares				$	5,836			$	4,782
	Operating partnership unit share in earnings of minority interest(1)				538				414
Adjusted net income attributable to common shares				$	6,374			$	5,196
Weighted-average common shares outstanding:
	Basic				31,129,613				30,965,178
	Incremental shares from assumed conversion/exercise:
	Stock warrant				75,047				51,681
		Vesting of restricted stock			73,596				90,173
		Operating Partnership Units			2,870,564				2,660,543
	Diluted				34,148,820				33,767,575
Earnings per share — basic and diluted				$	0.19			$	0.15

(1)	Does not include minority interest for the limited partner’s interest in the King of Prussia property of $(145,000) and $(109,000), respectively.

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7.	Fair Value of Financial Instruments

8.	Incentive Award Plan

F-34

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9.	Investment in Unconsolidated Partnership

10.	Financial Interests Subject to Put and Call Options

11.	Segment Information

F-35

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															New York												Corporate
			San												and												and
			Francisco				San Diego				Seattle				New Jersey				Pennsylvania				Maryland				Other				Total
Rental revenues and tenant recoveries			$	3,547			$	3,728			$	2,233			$	7,887			$	3,053			$	1,020			$	—			$	21,468
	% of total revenues			16.5	%			17.4	%			10.4	%			36.7	%			14.2	%			4.8	%			0.0	%			100.0	%
Rental operations and real estate tax expenses			$	534			$	728			$	287			$	4,778			$	1,609			$	81			$	166			$	8,183
	% of total rental operations expenses			6.5	%			8.9	%			3.5	%			58.4	%			19.7	%			1.0	%			2.0	%			100.0	%
Net operating income			$	3,013			$	3,000			$	1,946			$	3,109			$	1,444			$	939			$	(166	)		$	13,285
	% of total net operating income			22.7	%			22.6	%			14.6	%			23.4	%			10.9	%			7.1	%			(1.3	)%			100.0	%
Equity in net income of unconsolidated partnership				—			$	51				—				—				—				—				—			$	51
	% of total equity income of unconsolidated partnership			—				100.0	%			—				—				—				—				—				100.0	%
Gain on early termination of lease			$	3,003				—				—				—				—				—				—			$	3,003
	% of total gain on early termination of lease			100.0	%			—				—				—				—				—				—				100.0	%
Interest and other income			$	31			$	2				—			$	1			$	1				—			$	43			$	78
	% of total interest income			39.7	%			2.6	%			—				1.3	%			1.3	%			—				55.1	%			100.0	%
Depreciation and amortization			$	(1,335	)		$	(1,449	)		$	(796	)		$	(1,539	)		$	(896	)		$	(176	)			—			$	(6,191	)
	% of total depreciation and amortization			(21.6	)%			(23.4	)%			(12.8	)%			(24.8	)%			(14.5	)%			(2.9	)%			—				(100.0	)%
General and administrative				—				—				—				—				—				—			$	(2,550	)		$	(2,550	)
	% of total general and administrative			—				—				—				—				—				—				(100.0	)%			(100.0	)%
Interest expense			$	(422	)		$	(411	)		$	(336	)			—			$	(27	)			—			$	(215	)		$	(1,411	)
	% of total interest expense			(29.9	)%			(29.1	)%			(23.8	)%			—				(1.9	)%			—				(15.3	)%			(100.0	)%
Minority interests				—				—				—				—			$	109				—			$	(538	)		$	(429	)
	% of total minority interests			—				—				—				—				25.4	%			—				(125.4	)%			(100.0	)%
Net income			$	4,290			$	1,193			$	814			$	1,571			$	631			$	763			$	(3,426	)		$	5,836
	% of total net income			73.5	%			20.4	%			14.0	%			26.9	%			10.8	%			13.1	%			(58.7	)%			100.0	%
Investment in unconsolidated partnership				—			$	2,505				—				—				—				—				—			$	2,505
Total assets			$	153,670			$	136,749			$	70,700			$	109,558			$	93,088			$	32,409			$	5,443			$	601,617

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																											Corporate
			San												New York/												and
			Francisco				San Diego				Seattle				New Jersey				Pennsylvania				Maryland				Other				Total
Total revenues			$	5,165			$	4,621			$	2,975			$	11,167			$	4,565			$	161			$	—			$	28,654
	% of total revenues			18.0	%			16.1	%			10.4	%			39.0	%			15.9	%			0.6	%			0.0	%			100.0	%
Rental operations expenses			$	732			$	820			$	421			$	7,194			$	2,197			$	17			$	238			$	11,619
	% of total rental operations expenses			6.3	%			7.1	%			3.6	%			61.9	%			18.9	%			0.1	%			2.0	%			100.0	%
Net operating income			$	4,433			$	3,801			$	2,554			$	3,973			$	2,368			$	144			$	(238	)		$	17,035
	% of total net operating income			26.0	%			22.3	%			15.0	%			23.3	%			13.9	%			0.8	%			(1.4	)%			100.0	%
Depreciation and amortization			$	1,326			$	1,689			$	1,193			$	2,279			$	1,337			$	29				—			$	7,853
	% of total depreciation and amortization			16.9	%			21.5	%			15.2	%			29.0	%			17.0	%			0.4	%			—				100.0	%
General and administrative				—				—				—				—				—				—			$	3,130			$	3,130
	% of total general and administrative			—				—				—				—				—				—				100.0	%			100.0	%
Equity in net loss of unconsolidated partnership				—			$	(11	)			—				—				—				—				—			$	(11	)
	% of total equity loss of unconsolidated partnership			—				(100.0	)%			—				—				—				—				—				(100.0	)%
Interest income			$	2			$	16			$	6			$	16			$	1				—			$	149			$	190
	% of total interest income			1.2	%			8.4	%			3.1	%			8.4	%			0.5	%			—				78.4	%			100.0	%
Interest expense			$	(269	)		$	(200	)		$	(301	)			—			$	(43	)			—			$	(367	)		$	(1,180	)
	% of total interest expense			(22.8	)%			(16.9	)%			(25.5	)%			—				(3.7	)%			—				(31.1	)%			(100.0	)%
Minority interests				—				—				—				—			$	145				—			$	(414	)		$	(269	)
	% of total minority interests			—				—				—				—				—				—				(100.0	)%			(100.0	)%
Net income			$	2,840			$	1,917			$	1,066			$	1,710			$	1,134			$	115			$	(4,000	)		$	4,782
	% of total net income			59.4	%			40.1	%			22.3	%			35.8	%			23.7	%			2.4	%			(83.6	)%			100.0	%
Improvements to rental property				—			$	30				—			$	260				—				—				—			$	290
Investment in unconsolidated partnership				—			$	2,470				—				—				—				—				—			$	2,470
Total assets			$	131,852			$	129,908			$	70,630			$	101,794			$	93,358			$	31,833			$	22,348			$	581,723

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12.	Property Acquisitions

		Purchase				Debt
		Price				Assumed				Acquisition Date
San Diego Science Center		$	29,750			$	—				October 21, 2004
Ardentech Court — San Francisco			10,500				4,800	(1)			November 18, 2004
Beckley Street — Maryland			15,240				—				December 17, 2004
Tributary Street — Maryland			10,160				—				December 17, 2004
Waples — San Diego (unaudited)			5,100				—				March 1, 2005
Bridgeview — San Francisco (unaudited)			16,200				—				March 16, 2005
Graphics Drive — New Jersey (unaudited)			7,700				—				March 17, 2005
		$	94,650			$	4,800

(1)	Excludes $622,000 of debt premium.

13.	Future Minimum Rent

2005		$	54,038
2006			52,512
2007			49,307
2008			37,588
2009			36,491
Thereafter			135,828
		$	365,764

Location
San Francisco		$	110,670
San Diego			76,324
Seattle			20,892
New York/New Jersey			51,276
Pennsylvania			57,885
Maryland			48,717
		$	365,764

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14.	Commitments and Contingencies

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15.	Newly Issued Accounting Pronouncements

16.	Subsequent Events

17.	Recent Developments (Unaudited)

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18.	Quarterly Financial Information (unaudited)

		2004 Quarter Ended
		BioMed Realty Trust, Inc.(1)								Predecessor(2)
						August 11				July 1
						through				through
		December 31,				September 30,				August 17,				June 30,				March 31,
Total revenues		$	19,670			$	8,984			$	278			$	1,724			$	1,712
Income/(loss) before minority interests		$	3,146			$	1,905			$	(261	)		$	631			$	631
Minority interests		$	(191	)		$	(78	)		$	—				—			$	—
Net income/(loss)		$	2,955			$	1,827			$	(261	)		$	631			$	631
Net income per share — basic		$	0.10			$	0.06			$	—				—			$	—
Net income per share — diluted		$	0.09			$	0.06			$	—				—			$	—

		2003 Quarter Ended
		Predecessor(2)
		December 31,				September 30,				June 30,				March 31,
Total revenues		$	1,756			$	1,755			$	1,760			$	1,748
Net income		$	564			$	620			$	556			$	594
Net income per share — basic and diluted		$	—			$	—			$	—			$	—

(1)	The Company commenced operations on August 11, 2004, after completing the Offering.
(2)	Represents results of the Predecessor prior to completion of the Offering and acquisition of the Predecessor on August 17, 2004.

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																		Initial Cost																Gross amount carried at December 31, 2004
																														Costs
																										Buildings				Capitalized												Buildings
						Year Built/				Date												Ground				and				Subsequent								Ground				and								Accumulated
Property		Market				Renovated				Acquired				Encumbrances				Land				Lease				Improvements				to Acquisition				Land				Lease				Improvements				Total				Depreciation				Net
														(1)																																(2)				(3)
Ardentech Court			San  Francisco				1997/2001				11/18/04			$	4,828			$	2,742			$	—			$	5,372			$	—			$	2,742			$	—			$	5,372			$	8,114			$	(17	)		$	8,097
Balboa Avenue			San Diego				1968/2000				8/13/04				—				1,316				—				9,493				30				1,316				—				9,523				10,839				(89	)			10,750
Bayshore Boulevard			San  Francisco				2000				8/17/04				16,438				3,667				—				23,131				—				3,667				—				23,131				26,798				(217	)			26,581
Beckley Street			Maryland				1999				12/17/04				—				1,480				—				17,572				—				1,480				—				17,572				19,052				(18	)			19,034
Bernardo Center Drive			San Diego				1974/1992				8/13/04				—				2,580				—				13,714				—				2,580				—				13,714				16,294				(129	)			16,165
Bridgeview			San  Francisco				1977/1998				9/10/04				11,825				1,315				—				14,716				—				1,315				—				14,716				16,031				(107	)			15,924
Eisenhower Road			Pennsylvania				1973/2000				8/13/04				2,252				416				—				2,614				—				416				—				2,614				3,030				(24	)			3,006
Elliott Avenue			Seattle				1925/2004				8/24/04				16,996				10,124				—				38,906				—				10,124				—				38,906				49,030				(365	)			48,665
Industrial Road			San  Francisco				2001				8/17/04				—				12,000				—				41,718				—				12,000				—				41,718				53,718				(391	)			53,327
King of Prussia			Pennsylvania				1954/2004				8/11/04				—				12,813				—				68,231				—				12,813				—				68,231				81,044				(638	)			80,406
Landmark at Eastview		New York/New Jersey					1958/1999				8/12/04				—				—				14,210				61,996				260				—				14,217				62,249				76,466				(635	)			75,831
Monte Villa Parkway			Seattle				1996/2002				8/17/04				10,007				1,020				—				10,711				—				1,020				—				10,711				11,731				(100	)			11,631
San Diego Science Center			San Diego				1973/2002				10/21/04				—				3,872				—				21,874				—				3,872				—				21,874				25,746				(114	)			25,632
Science Center Drive			San Diego				1995				9/24/04				11,699				2,630				—				16,365				—				2,630				—				16,365				18,995				(119	)			18,876
Towne Centre Drive			San Diego				2001				8/12/04				22,856				10,720				—				31,504				—				10,720				—				31,504				42,224				(295	)			41,929
Tributary Street			Maryland				1983/1998				12/17/04				—				2,060				—				10,585				—				2,060				—				10,585				12,645				(11	)			12,634
Total														$	96,901			$	68,755			$	14,210			$	388,502			$	290			$	68,755			$	14,217			$	388,785			$	471,757			$	(3,269	)		$	468,488

(1)	Excludes unamortized debt premium of $5,335.
(2)	The aggregate gross cost of the Company’s rental property for federal income tax purposes approximated $512,459 as of December 31, 2004 (unaudited).
(3)	Depreciation of the ground lease and building and improvements are recorded on a straight-line basis over the estimated useful lives ranging from the life of the lease to 40 years.

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		BioMed
		Realty
		Trust, Inc.(1)				Predecessor(1)
		August 11				January 1
		thru				thru
		December 31,				August 17,				December 31,				December 31,
		2004				2004				2003				2002
Rental Property:
Balance at beginning of period/year		$	—			$	49,588			$	49,483			$	49,324
Property acquisitions			471,467				—				—				—
Improvements			290				—				105				159
Balance at end of period/year		$	471,757			$	49,588			$	49,588			$	49,483
Accumulated Depreciation:
Balance at beginning of period/year		$	—			$	(2,563	)		$	(1,630	)		$	(697	)
Depreciation expense			(3,269	)			(586	)			(933	)			(933	)
Balance at end of period/year		$	(3,269	)		$	(3,149	)		$	(2,563	)		$	(1,630	)

(1)

BioMed Realty Trust, Inc. commenced operations on August 11, 2004 after completion of our Offering. Industrial Road is the largest of the properties acquired in the Offering and therefore has been identified as the accounting acquirer, or Predecessor, pursuant to paragraph 17 of SFAS 141. As such, the information presented herein for our Predecessor were prepared on a stand-alone basis up to and including the acquisition date, August 17, 2004. Upon completion of the Offering, the interest in the Predecessor acquired from affiliates was recorded at historic cost. The acquisitions of the unaffiliated interests in the Predecessor and the interests in all of the other properties have been accounted for as a purchase in accordance with SFAS 141.

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	/s/ KPMG LLP

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				Three Months
				Ended				Year Ended
				March 31,				December 31,
				2005				2004
				(Unaudited)
Revenues:
	Rental			$	11,273			$	44,123
	Tenant recoveries				3,140				9,198
	Other				318				1,378
		Total revenues			14,731				54,699
Certain expenses:
	Rental operations				1,758				4,683
	Real estate taxes				1,529				5,344
	Other expenses				22				86
		Total certain expenses			3,309				10,113
		Income from operations			11,422				44,586
	Interest expense				(2,203	)			(8,711	)
		Revenues in excess of certain expenses		$	9,219			$	35,875

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(1)	Basis of Presentation

	•	Depreciation and amortization
	•	Other costs not directly related to the proposed future operations of the Portfolio

(2)	Summary of Significant Accounting Policies and Practices

(a)	Revenue Recognition

(b)	Use of Estimates

(c)	Unaudited Interim Combined Statement

(3)	Rental Revenue

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Year
2005		$	45,067
2006			42,692
2007			42,692
2008			42,692
2009			41,197
Thereafter			288,260
		$	502,600

(4)	Certain Expenses

Year
2005		$	2,898
2006			3,104
2007			3,324
2008			20,053
2009			2,595
Thereafter			94,939
		$	126,913

(5)	Concentration of Credit Risk

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	/s/ KPMG LLP

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				Period from
				January 1, 2005
				through				Year Ended
				March 15, 2005				December 31, 2004
				(Unaudited)
Revenues:
	Rental			$	271			$	1,292
	Tenant reimbursements				34				164
		Total revenues			305				1,456
Certain expenses:
	Operating expenses				11				53
	Real estate taxes				25				118
		Total certain expenses			36				171
		Revenues in excess of certain expenses		$	269			$	1,285

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(1)	Basis of Presentation

	•	Management fee revenues received from tenants
	•	Depreciation and amortization
	•	Other costs not directly related to the proposed future operations of the Property, including third-party management fees

(2)	Summary of Significant Accounting Policies and Practices

(a)	Revenue Recognition

(b)	Use of Estimates

(c)	Unaudited Interim Statement

(3)	Rental Revenue

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Year
2005		$	1,064
2006			1,107
2007			1,151
2008			1,197
2009			1,245
Thereafter			11,203
		$	16,967

(4)	Certain Expenses

(5)	Concentration of Credit Risk

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	/s/ KPMG LLP

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				Three Months
				Ended				Year Ended
				March 31, 2005				December 31, 2004
				(Unaudited)
Revenues:
	Rental			$	355			$	1,419
	Tenant reimbursements				35				112
	Other income				16				—
		Total revenues			406				1,531
Expenses:
	Operating expenses				20				49
	Real estate taxes				15				60
		Total certain expenses			35				109
		Income from operations			371				1,422
	Interest expense				(130	)			(513	)
		Revenues in excess of certain expenses		$	241			$	909

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(1)	Basis of Presentation

	•	Management fee revenues received from tenants
	•	Depreciation and amortization
	•	Other costs not directly related to the proposed future operations of the Property, including third-party management fees

(2)	Summary of Significant Accounting Policies and Practices

(a)	Revenue Recognition

(b)	Use of Estimates

(c)	Unaudited Interim Statement

(3)	Rental Revenue

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Year
2005		$	1,355
2006			1,399
2007			1,444
2008			1,490
2009			1,538
Thereafter			3,933
		$	11,159

(4)	Certain Expenses

Year
2005		$	75
2006			80
2007			86
2008			91
2009			100
Thereafter			6,595
		$	7,027

(5)	Concentration of Credit Risk

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	/s/ KPMG LLP

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				Period from
				January 1, 2005
				through				Year Ended
				March 16, 2005				December 31, 2004
				(Unaudited)
Revenues:
	Rental			$	31			$	56
	Tenant reimbursements				10				14
		Total revenues			41				70
Expenses:
	Operating expenses				44				143
	Real estate taxes				25				116
		Total of certain expenses			69				259
		Excess of certain expenses over revenues		$	(28	)		$	(189	)

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(1)	Basis of Presentation

	•	Management fee revenues received from tenants
	•	Depreciation and amortization
	•	Other costs not directly related to the proposed future operations of the Property, including third-party management fees

(2)	Summary of Significant Accounting Policies and Practices

(a)	Revenue Recognition

(b)	Use of Estimates

(c)	Unaudited Interim Statement

(3)	Rental Revenue

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Year
2005		$	148
2006			148
2007			148
		$	444

(4)	Certain Expenses

(5)	Concentration of Credit Risk

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	/s/ KPMG LLP

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				Three Months Ended				Year Ended
				March 31, 2005				December 31, 2004
				(Unaudited)
Revenues:
	Rental			$	187			$	615
	Tenant reimbursements				42				112
		Total revenues			229				727
Certain expenses:
	Operating expenses				81				186
	Real estate taxes				31				126
		Total certain expenses			112				312
		Revenues in excess of certain expenses		$	117			$	415

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(1)	Basis of Presentation

	•	Depreciation and amortization
	•	Other costs not directly related to the proposed future operations of the Property

(2)	Summary of Significant Accounting Policies and Practices

(a)	Revenue Recognition

(b)	Use of Estimates

(c)	Unaudited Interim Statement

(3)	Rental Revenue

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Year
2005		$	695
2006			691
2007			266
2008			185
2009			190
Thereafter			429
		$	2,456

(4)	Certain Expenses

(5)	Concentration of Credit Risk

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		Page
Prospectus Summary			1
Summary Selected Financial Data			8
Risk Factors			11
Forward-Looking Statements			30
Use of Proceeds			31
Price Range of Common Stock and Distribution Policy			32
Capitalization			33
Selected Financial Data			34
Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
Business and Properties			55
Management			76
Policies with Respect to Certain Activities			84
Certain Relationships and Related Transactions			87
Structure and Formation of Our Company			89
Description of the Partnership Agreement of BioMed Realty, L.P.			90
Principal Stockholders			95
Description of Securities			97
Certain Provisions of Maryland Law and of Our Charter and Bylaws			101
Federal Income Tax Considerations			105
ERISA Considerations			122
Underwriting			125
Legal Matters			129
Experts			129
Where You Can Find More Information			129
Index to Financial Statements			F-1