Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form S-11

BioMed Property Trust, Inc.

17140 Bernardo Center Drive, Suite 195

Alan D. Gold

Copies to:

      Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

      If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o            

      If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o            

      If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o            

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.     o

CALCULATION OF REGISTRATION FEE

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

      The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated May 5, 2004

PROSPECTUS

[                              ] Shares

      BioMed Property Trust, Inc. is a self-advised real estate investment trust, or REIT, formed in April 2004 to succeed to the business of Bernardo Property Advisors, Inc. and its affiliates. We focus on acquiring, owning, leasing, managing and selectively developing office and laboratory space for lease to life science tenants, including biotechnology and pharmaceutical companies, scientific research institutions, government agencies and other entities involved in the life science industry. We target facilities located in markets containing centers of medical research and biotechnology development, including San Diego, the San Francisco Bay area, the Greater Seattle area, Maryland, Pennsylvania, New York/ New Jersey, the Greater Boston area and other select markets in the U.S. and Canada. The members of our senior management team have an average of over 15 years of experience in the real estate industry, principally focusing on properties designed for life science tenants. Upon completion of this offering, our management team will own approximately [          ]% of our fully diluted common stock.

     This is our initial public offering, and no public market currently exists for our shares. We are selling all of the shares of our common stock offered by this prospectus.

     We expect that the initial public offering price will be between $[                    ] and $[                    ] per share. We intend to apply to have our common stock listed on the New York Stock Exchange under the symbol “BMP.”

You should consider the risks that we have described in “Risk Factors” beginning on page 20 before buying shares of our common stock.

      The underwriters may purchase up to an additional [                     ] shares from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus, to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

     The underwriters expect to deliver the shares to purchasers on or before [                    ], 2004.

RAYMOND JAMES

The date of this prospectus is [                    ], 2004

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

      You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. We are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.

Dealer Prospectus Delivery Requirement

      Until [                    ], 2004 (25 days after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

iii

Table of Contents

1

Table of Contents

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

14

Table of Contents

15

Table of Contents

16

Table of Contents

17

Table of Contents

18

Table of Contents

19

Table of Contents

RISK FACTORS

      An investment in our common stock involves risks. In addition to other information contained in this prospectus, you should carefully consider the following factors before acquiring shares of our common stock offered by this prospectus. The occurrence of any of the following risks might cause you to lose all or a part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Forward-Looking Statements.”

Risks Related to Our Properties, Our Business and Our Growth Strategy

      Tenants in the life science industry face high levels of regulation, expense and uncertainty that may adversely affect their ability to pay us rent.

      Life science entities will comprise the vast majority of our tenant base. Because of our dependence on a single industry, adverse conditions affecting that industry will more adversely affect our business, and thus our ability to make distributions to you, than if our business strategy included a more diverse tenant base. Life science industry tenants, particularly those involved in developing and marketing drugs and drug delivery technologies, fail from time to time as a result of various factors. Many of these factors are particular to the life science industry. For example:

	•	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 protect adequately 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.

      We cannot assure you that our tenants in the life science industry will be successful in their businesses. If our tenants’ businesses are adversely affected, they may have difficulty paying us rent.

      Because particular upgrades are required for our life science tenants, improvements to our properties involve greater expenditures than traditional office space.

      The improvements generally required for our properties’ infrastructure are more costly than for other property types. Typical infrastructural improvements include the following:

	•	reinforced concrete floors,
	•	upgraded roof structures for greater load capacity,
	•	increased floor-to-ceiling clear heights,
	•	heavy-duty HVAC systems,

20

Table of Contents

	•	enhanced environmental control technology,
	•	significantly upgraded electrical, gas and plumbing infrastructure, and
	•	laboratory benchwork.

      Our tenants generally pay higher rent on our properties than tenants in traditional office space. However, we cannot assure you that our tenants will continue to do so in the future or that the rents paid will cover the additional costs of upgrading the properties.

      We may be required to incur substantial renovation costs to make our properties suitable for our tenants.

      We acquire or develop properties that include laboratory space and other features that we believe are generally desirable for life science industry tenants. However, different life science industry tenants may require different features in their properties, depending on each tenant’s particular focus within the life science industry. If a current tenant is unable to pay rent, we may incur substantial expenditures to modify the property before we are able to re-lease the space to another life science industry tenant. This could hurt our operating performance and the value of your investment. Also, if the property needs to be renovated to accommodate multiple tenants, we may incur substantial expenditures before we are able to re-lease the space.

      Additionally, our properties may not be suitable for lease to traditional office tenants without significant expenditures on renovations. Accordingly, any downturn in the life science industry may have a substantial negative impact on our properties’ values.

      We depend on a limited number of tenants.

      As of December 31, 2003, BPA had six tenants in five properties, four of which are single-tenant properties. Default by the sole tenant is likely to cause significant or complete reduction in the operating cash flow generated by the property. As of December 31, 2003, two of our tenants, Nektar Therapeutics and The Regents of the University of California, represented approximately 51.4% and 15.2%, respectively, of our total annualized base rent, and 31.8% and 15.5%, respectively, of our total leased rentable square footage. The lease with The Regents of the University of California for the Bernardo Center Drive property expires in April 2007. While we evaluate the creditworthiness of our tenants by reviewing available financial and other pertinent information, there can be no assurance that any tenant will be able to make timely rental payments or avoid defaulting under its lease. If a tenant defaults, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment. Because we depend on rental payments from a limited number of tenants, the inability of any single tenant to make its lease payments could adversely affect us and our ability to make distributions to you.

      The bankruptcy of a tenant may adversely affect the value of our properties.

      The bankruptcy or insolvency of a tenant may adversely affect the income produced by our properties. If any tenant becomes a debtor in a case under the Bankruptcy Code, we cannot evict the tenant solely because of the bankruptcy. The bankruptcy court also might authorize the tenant to reject and terminate its lease with us, which would generally result in any unpaid, pre-bankruptcy rent being treated as an unsecured claim. In addition, our claim against the tenant for unpaid, future rent would be subject to a statutory cap equal to the greater of (1) one year of rent or (2) 15% of the remaining rent on the lease (not to exceed three years of rent). This cap might be substantially less than the remaining rent actually owed under the lease. Furthermore, our claim for unpaid, pre-bankruptcy rent and our lease termination damages would likely not be paid in full.

      Our initial properties are all located in California.

      Our initial properties are all located in California, with four in San Diego and one in the San Francisco Bay area. Because of this concentration in one geographic region, we are particularly vulnerable to adverse conditions affecting that area, including general economic conditions, increased competition, a downturn in the local life science industry, real estate conditions, terrorist attacks,

21

Table of Contents

      Our expansion strategy contains inherent risks.

      In addition to our existing California markets, we intend to expand our operations into the Greater Seattle area, Maryland, Pennsylvania, New York/ New Jersey and the Greater Boston area, each of which is currently a leading market in the United States for the life science industry. We cannot assure you that these markets will remain favorable to the life science industry. These markets also may prove to be less stable than our current markets, and we may incur delays, problems and expenses not typically encountered in our current markets. Accordingly, we cannot assure you that these markets will continue to grow or that we will be successful entering these markets.

      We expect to expand rapidly after we complete this offering, including the acquisition of [          ] properties currently under contract. This anticipated rapid growth will require substantial attention from our existing management team, which may divert management’s attention from our current properties. Implementing our growth plan also will require that we expand our management and staff with qualified and experienced personnel and that we implement administrative, accounting and operational systems sufficient to integrate new properties into our portfolio. We also must manage future property acquisitions without incurring unanticipated costs or disrupting the operations at our existing properties. Managing new properties requires a focus on leasing and retaining tenants. If we fail to successfully integrate future acquisitions into our portfolio, or if newly acquired properties fail to perform as we expect, our results of operations, financial condition and ability to pay dividends could suffer.

      Our planned property acquisitions are subject to conditions that may prevent us from acquiring those properties.

      As of [                    ], 2004, we were under contract to acquire [               ] new properties, totaling approximately [               ] rentable square feet, for an aggregate price of approximately $[                ] million. Our ability to complete these acquisitions depends on many factors, including the completion of our due diligence and satisfaction of customary closing conditions. The inability to complete any of these acquisitions within our anticipated time frames may harm our financial condition, results of operations, cash flow and ability to pay distributions to you.

      We may be unable to acquire, develop or operate new properties successfully.

      We continue to evaluate the market for available properties and may acquire office properties, laboratory space and other properties when opportunities exist. We also may develop or substantially renovate office and other properties. Acquisition, development and renovation activities are subject to significant risks, including:

	•	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,

22

Table of Contents

	•	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. See also “— We may assume unknown liabilities in connection with the formation transactions.”

      The realization of any of the above risks could significantly and adversely affect our financial condition, results of operations, cash flow, per share trading price of our common stock, ability to satisfy our debt service obligations and ability to pay distributions to you.

      We may be unable to invest the proceeds of this offering on acceptable terms, which may harm our financial condition and operating results.

      Until we are able to acquire the properties we have under contract and to identify and purchase additional properties, we intend to invest temporarily the net proceeds remaining after the uses described under “Use of Proceeds” in interest-bearing accounts and short-term, interest-bearing securities. We do not have any policies that limit the duration of these temporary investments or the amount of the offering proceeds that may be invested in those securities. We cannot assure you that we will be able to acquire the properties we have under contract or to identify and purchase additional properties that meet our investment criteria in sufficient time or on acceptable terms to produce an acceptable return on our investment.

      We have not obtained any recent appraisals for the properties we will acquire in the formation transactions, and the consideration we pay for them may exceed their aggregate fair market value.

      We have not obtained any recent third-party appraisals of the properties to be contributed to our operating partnership in the formation transactions, nor have we obtained any independent third-party valuations or fairness opinions in connection with the formation transactions. The terms of the contribution and sale agreements relating to these properties were not negotiated in an arm’s length transaction but were determined by our management team. In connection with the formation transactions, Messrs. Gold, Kreitzer, Wilson and McDevitt received limited partnership units in our operating partnership that are convertible into shares of our common stock. As a result, the consideration we gave in exchange for the properties we acquired in the formation transactions may have exceeded the fair market value of these properties. The aggregate historical combined net tangible book value of the interests contributed to us was approximately $18.9 million as of December 31, 2003.

      Our tax indemnification and debt maintenance obligations require us to make payments if we sell certain properties or repay certain debt, which could limit our operating flexibility.

      In the formation transactions, Messrs. Gold, Kreitzer, Wilson and McDevitt and certain other individuals will contribute assets to our operating partnership. In connection with those transactions, we agreed to indemnify, during a defined indemnification period, those contributors with respect to certain adverse tax consequences they could suffer if we dispose of the contributed assets in a taxable transaction. We agreed to these provisions in order to assist those contributors in preserving their tax positions after their contributions. We have also agreed to use reasonable best efforts consistent with our fiduciary duties to maintain at least $8.0 million of debt on our initial properties to enable the contributors of these properties to guarantee such debt in order to defer any taxable gain they may incur if our operating partnership repays existing debt. These tax indemnification and debt maintenance obligations may affect

23

Table of Contents

      We have a limited operating history.

      We were formed in April 2004, and have no operating history as a REIT or a public company. Our board of directors and executive officers will have overall responsibility for our management and, while certain of our officers and directors have extensive experience in real estate marketing, development, management, finance and law, only our Chief Executive Officer and Executive Vice President have prior experience in operating a business in accordance with the Code requirements for maintaining qualification as a REIT. We cannot assure you that our management team’s past experience will be sufficient to operate our company successfully as a REIT or a public company. Failure to maintain REIT status would have an adverse effect on our cash available for distribution to stockholders. See “Risks Related to Our REIT Status — Our failure to qualify as a REIT under the Code would result in significant adverse consequences to us and the value of our stock.”

      We may assume unknown liabilities in connection with the formation transactions.

      As part of the formation transactions, certain assets of BPA will be contributed to us (through our operating partnership). These assets are subject to existing liabilities, some of which may be unknown at the time this offering is consummated. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions; claims of tenants, vendors or other persons dealing with the entities prior to this offering (that had not been asserted or threatened prior to this offering); tax liabilities and accrued but unpaid liabilities incurred in the ordinary course of business.

      We may be unable to make or sustain distributions.

      Our board of directors will determine the level of distributions, if any, that we make to you as a stockholder. The board will base that determination on a number of factors, including the following:

	•	cash available for distribution,
	•	operational 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,
	•	the realization of any of the other risk factors presented in this prospectus, and
	•	other factors our board deems relevant.

24

Table of Contents

      Our success depends on key personnel with extensive experience dealing with the real estate needs of life science tenants, and the loss of these key personnel could threaten our ability to operate our business successfully.

      Our future success depends, to a significant extent, on the continued services of our management team. In particular, we depend on the efforts of Mr. Gold, our Chairman, President and Chief Executive Officer, Mr. Kreitzer, our Executive Vice President, General Counsel and Secretary, Mr. Wilson, our Chief Financial Officer, and Mr. McDevitt, our Vice President, Acquisitions. Among the reasons that Messrs. Gold, Kreitzer, Wilson and McDevitt are important to our success is that each has a national or regional reputation in the life science industry. We expect that their reputations will attract business and investment opportunities before the active marketing of properties and will assist us in negotiations with lenders, existing and potential tenants, and industry personnel. If we lost their services, our relationships with such lenders, existing and prospective tenants, and industry personnel could suffer. We have entered into employment agreements with each of Messrs. Gold, Kreitzer, Wilson and McDevitt, but we cannot guarantee that they will not terminate their employment prior to the end of the term. See “Risks Related to Our Organizational Structure — Conflicts of interest could result in our management acting other than in our stockholders’ best interests” and “Management — Employment Agreements.”

Risks Related to the Real Estate Industry

      Our performance and value are subject to risks associated with real estate assets and with the real estate industry.

      Our ability to make expected distributions to our stockholders depends on our ability to generate revenues in excess of expenses, our scheduled principal payments on debt and our capital expenditure requirements. Events and conditions that are beyond our control may decrease the value of our properties and cash available for distribution. These events include:

	•	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.

      In addition, we could experience a general decline in rents or an increased incidence of defaults under existing leases if any of the following occur:

	•	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.

      Any of these events could adversely affect our financial condition, results of operations, cash flow, per share trading price of our common stock, ability to satisfy our debt service obligations and ability to pay distributions to you.

25

Table of Contents

      Illiquidity of real estate investments may make it difficult for us to sell properties in response to market conditions.

      Equity real estate investments are relatively illiquid and therefore will tend to limit our ability to vary our portfolio promptly in response to changing economic or other conditions. To the extent the properties are not subject to triple-net leases, some significant expenditures such as real estate taxes and maintenance costs are generally not reduced when circumstances cause a reduction in income from the investment. Should these events occur, our income and funds available for distribution could be adversely affected. In addition, REIT requirements may subject us to confiscatory taxes on gain recognized from the sale of property if the property is considered to be held primarily for sale in the ordinary course of our business. To prevent these taxes, we may comply with safe harbor rules relating to the number of properties sold in a year, how long we owned the properties, their tax bases and the cost of improvements made to those properties. However, we can provide no assurance that we will be able to successfully comply with these safe harbors. If compliance is possible, the safe harbor rules may restrict our ability to sell assets in the future.

      Significant competition may decrease or prevent increases in our properties’ occupancy and rental rates and may reduce our investment opportunities.

      We believe we will be one of only two U.S. publicly traded entities focusing primarily on the acquisition, management, expansion and selective development of life science properties. However, various entities, including other REITs, such as health care REITs and suburban office property REITs, pension funds, insurance companies, investment funds and companies, partnerships, and developers invest in life science properties and therefore compete for investment opportunities with us. Many of these entities have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage, including risks with respect to the creditworthiness of a tenant or the geographic proximity of its investments. In the future, competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Further, as a result of their greater resources, those entities may have more flexibility than we do in their ability to offer rental concessions to attract tenants. This could put pressure on our ability to maintain or raise rents and could adversely affect our ability to attract or retain tenants. As a result, our financial condition, results of operations, cash flow, per share trading price of our common stock, ability to satisfy our debt service obligations and ability to pay distributions to you may be adversely affected.

      Potential losses may not be covered by insurance.

      We carry comprehensive liability, fire, workers’ compensation, extended coverage, terrorism and rental loss insurance covering all of our properties under a blanket policy, except with respect to property and fire insurance on our McKeller Court and Science Center Drive properties, which is carried directly by the tenant. We believe the policy specifications and insured limits are appropriate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for generally uninsured losses such as loss from riots or acts of God. We also intend to obtain environmental remediation insurance for our properties. This insurance, subject to certain exclusions and deductibles, covers the cost to remediate environmental damage caused by unintentional future spills or the historic presence of previously undiscovered hazardous substances. We intend to carry similar insurance with respect to future acquisitions as appropriate. All of our current properties are located in San Diego and the San Francisco Bay Area, areas especially subject to earthquakes. We presently carry earthquake insurance on our San Francisco Bay Area property but do not carry earthquake insurance on our San Diego properties. The amount of earthquake insurance coverage we do carry may not be sufficient to fully cover losses from earthquakes. In addition, we may discontinue earthquake, terrorism or other insurance on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss.

      If we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In

26

Table of Contents

      We may be unable to renew leases, lease vacant space or re-lease space as leases expire.

      If we cannot renew leases, we may be unable to re-lease our properties at rates equal to or above the current rate. Even if we can renew leases, tenants may be able to negotiate lower rates as a result of market conditions. Market conditions may also hinder our ability to lease vacant space in newly developed properties. In addition, we may enter into or acquire leases for properties that are specially suited to the needs of a particular tenant. Such properties may require renovations, tenant improvements or other concessions in order to lease it to another tenant if the initial lease terminates. Any of these factors could adversely impact our financial condition, results of operations, cash flow, per share trading price of our common stock, our ability to satisfy our debt service obligations and our ability to pay distributions to you.

      We could incur significant costs related to government regulation and private litigation over environmental matters.

      Our properties may be subject to environmental liabilities. Under various federal, state and local laws, a current or previous owner, operator or tenant of real estate can face liability for environmental contamination created by the presence, discharge or threat of discharge of hazardous or toxic substances. Liabilities can include the cost to investigate, clean up and monitor the actual or threatened contamination and damages caused by the contamination (or threatened contamination). Environmental laws typically impose such liability regardless of:

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

      The liability under such laws may be strict, joint and several. Liabilities associated with environmental conditions may be significant and can sometimes exceed the value of the affected property. The presence of hazardous substances on a property may adversely affect our ability to sell or rent that property or to borrow using that property as collateral.

      Some of our properties have had contamination in the past that required cleanup. We believe the contamination has been effectively removed. However, we cannot guarantee that such contamination does not continue to pose a threat to the environment or that we will not have continued liability in connection with such prior contamination.

      Environmental laws also govern the presence, maintenance and removal of asbestos-containing materials, or ACMs, and may impose fines and penalties if we fail to comply with these requirements. Failure to comply with these laws, or even the presence of ACMs, may expose us to third-party liability. Some of our properties may contain ACMs, and we could be liable for such fines or penalties, as described below in “Business and Properties — Regulation — Environmental Matters.”

      Environmental laws also:

	•	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.

      Life science industry tenants, our primary tenant industry focus, frequently use hazardous materials, chemicals and biological and radioactive compounds. Our tenants’ controlled use of these materials

27

Table of Contents

      Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

      When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose us to liability from our tenants, their or our employees, and others if property damage or health concerns arise.

      Compliance with the Americans with Disabilities Act and similar laws may require us to make significant unanticipated expenditures.

      All of our properties are required to comply with the Americans with Disabilities Act of 1990, or the ADA. The ADA requires that all public accommodations must meet federal requirements related to access and use by disabled persons. Although we believe that our properties substantially comply with present requirements of the ADA, we have not conducted an audit or investigation of all of our properties to determine our compliance. If one or more of our properties is not in compliance with the ADA, then we would be required to bring our properties into compliance. Compliance with the ADA could require removing access barriers. Non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. Additional federal, state and local laws also may require us to modify our properties or could restrict our ability to renovate our properties. Complying with the ADA or other legislation could be very expensive. If we incur substantial costs to comply with such laws, our financial condition, results of operations, cash flow, per share trading price of our common stock, our ability to satisfy our debt service obligations and our ability to pay distributions to you could be adversely affected.

      We may incur significant costs complying with other regulations.

      Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and safety requirements, building codes and land use regulations. Failure to comply with these requirements could subject us to governmental fines or private litigant damage awards. We believe that our properties are currently in material compliance with all applicable regulatory requirements. However, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated expenditures that will adversely impact our financial condition, results of operations, cash flow, the per share trading price of our common stock, our ability to satisfy our debt service obligations and our ability to pay distributions to you.

Risks Related to Our Organizational Structure

      Conflicts of interest could result in our management acting other than in our stockholders’ best interests.

      We may pursue less vigorous enforcement of terms of contribution and other agreements because of conflicts of interest with certain of our officers. Messrs. Gold, Kreitzer, Wilson and McDevitt and certain other contributors have ownership interests in the properties to be contributed to our operating partnership in the formation transactions. Following the completion of this offering and the formation transactions, we, under the agreements relating to the contribution of those interests, will be entitled to indemnification and

28

Table of Contents

      Tax consequences upon sale or refinancing. Some holders of units, including Messrs. Gold, Kreitzer, Wilson and McDevitt, may suffer different and more adverse tax consequences than our common stockholders if we sell or refinance certain properties our operating partnership will own. Therefore, these holders may have different objectives regarding the appropriate pricing, timing and other material terms of any sale or refinancing of those properties.

      Our Chairman, President and Chief Executive Officer has substantial influence over our affairs. Upon completion of this offering, Mr. Gold, our Chairman, President and Chief Executive Officer, will beneficially own units exchangeable for an aggregate of 1,157,138 shares of our common stock and [               ] shares of restricted common stock, representing a total of approximately [               ]% of the total outstanding shares of our common stock on a fully diluted basis (having a value of $[               ] million based on the initial public offering price of our common stock). Consequently, Mr. Gold has substantial influence over us and could exercise his influence in a manner that is not in the best interests of our stockholders.

      Our charter and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.

      Our charter contains a 9.8% ownership limit. Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may own more than 9.8% of the value of our outstanding shares of stock or more than 9.8% in value or number (whichever is more restrictive) of our outstanding shares of our common stock. The board may not grant such an exemption to any proposed transferee whose ownership of in excess of 9.8% of the value of our outstanding shares would result in the termination of our status as a REIT. These restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify as a REIT. The ownership limit may delay or impede a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders. See “Description of Securities — Restrictions on Ownership and Transfer.”

      We could authorize and issue stock without stockholder approval. Our charter authorizes us to issue additional authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors may classify or reclassify any unissued shares of our common stock or preferred stock and may set the preferences, rights and other terms of the classified or reclassified shares. The board may also, without stockholder approval, amend our charter to increase the authorized number of shares of our common stock or our preferred stock that may be issued. See “Description of Securities — Common Stock” and “— Preferred Stock.” Although our board of directors has no intention to do so at the present time, it could establish a series of common stock or preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.

      Certain provisions of Maryland law could inhibit changes in control. Certain provisions of the MGCL may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control. In some cases, such an acquisition or change of control could provide you

29

Table of Contents

	•	“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 appraisal rights and special stockholder 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.”

      We have opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of our board of directors with respect to any business combination between us and any person provided such business combination is first approved by our board of directors (including a majority of directors who are not affiliates or associates of such person), and in the case of the control share provisions of the MGCL pursuant to a provision in our bylaws. However, our board of directors may by resolution elect to opt in to the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future.

      The partnership agreement, Maryland law, and our charter and bylaws also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders. See “Certain Provisions of Maryland Law and of Our Charter and Bylaws — Removal of Directors,” “— Control Share Acquisitions,” “— Advance Notice of Director Nominations and New Business,” “— Other Anti-Takeover Provisions of Maryland Law” and “Description of the Partnership Agreement of BioMed Property, L.P.”

      Our board of directors may amend our investing and financing policies without stockholder approval, and accordingly, you would have limited control over changes in our policies that could increase the risk we default under our debt obligations or that could harm our business, results of operations and share price.

      Our board of directors has adopted a policy of limiting our indebtedness to approximately 60% of our total market capitalization. Total market capitalization is defined as the sum of the market value of our outstanding common stock (which may decrease, thereby increasing our debt to total capitalization ratio), plus the aggregate value of operating partnership units we do not own, plus the book value of our total consolidated indebtedness. However, our organizational documents do not limit the amount or percentage of debt that we may incur, nor do they limit the types of properties we may acquire or develop. Our board of directors may alter or eliminate our current policy on borrowing or investing at any time without stockholder approval. Changes in our strategy or in our investment or leverage policies could expose us to greater credit risk and interest rate risk and could also result in a more leveraged balance sheet. These factors could result in an increase in our debt service and could adversely affect our cash flow and our ability to make expected distributions to you. Higher leverage also increases the risk we would default on our debt.

      Our lack of sole decision-making authority or reliance on a co-venturer’s financial condition could make joint venture investments risky.

      We may co-invest in the future with third parties through partnerships, joint ventures or other entities. We may acquire non-controlling interests or share responsibility for managing the affairs of a property, partnership, joint venture or other entity. In such events, we would not be in a position to exercise sole decision-making authority regarding the property or entity. Investments in entities may, under certain

30

Table of Contents

	•	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.

      Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our business. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.

Risks Related to Our Capital Structure

      Our debt obligations expose us to increased risk of property losses and may have adverse consequences on our business operations and our ability to make distributions.

      We use debt to finance our property acquisitions. Our use of debt may have adverse consequences, including the following:

	•	Required payments of principal and interest may be greater than our cash flow from operations.
	•	We may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt.
	•	If we default on our debt obligations, the lenders or mortgagees may foreclose on our properties that secure those loans. Further, if we default under a mortgage loan, we will automatically be in default on any other loan that has cross default provisions, and we may lose the properties securing all of these loans.
	•	A foreclosure on one of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the secured debt. If the outstanding balance of the secured debt exceeds our tax basis in the property, we would recognize taxable income on foreclosure without any accompanying cash proceeds to pay the tax.
	•	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.