CONSULTING AGREEMENT JAMES H. RICHARDSON

proprietary right of any person, whether contractual, statutory or based upon common law; (c) Consultant will take all necessary or reasonable precautions to prevent injury to any person (including Client employees, business contacts, tenants or potential tenants) or damage to any real property or other property (including Client Property and Equipment (as defined below)) during the term of this Agreement (provided that, Consultant will not be responsible for any injuries or damages caused by Client’s employees); and (d) the Services and all Work Product will fully conform to the specifications, requirements, and other terms in the applicable Project Assignment and this Agreement.

6.          Independent Contractor Relationship.  Consultant’s relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.  Subject to Section 14, Consultant is excluded from participating in any fringe benefit plans or programs as a result of the performance of the Services, without regard to Consultant’s independent contractor status, including, but not limited to, health, sickness, accident or dental coverage, life insurance, disability benefits, severance, accidental death and dismemberment coverage, unemployment insurance coverage, workers’ compensation coverage, and pension or 401(k) benefit(s) provided by the Client to its employees.  Consultant agrees, as an independent contractor, that he is not entitled to unemployment benefits in the event this Agreement terminates, or workers’ compensation benefits in the event that Consultant is injured in any manner or becomes ill while performing the Services under this Agreement.  Consultant, at Consultant’s sole cost, expense and discretion, will maintain appropriate insurance coverage and benefits for Consultant and any of Consultant’s employees, including but not limited to workers’ compensation insurance coverage to the extent such coverage is required.  Consultant is not authorized to make any representation, contract or commitment on behalf of Client unless specifically requested or authorized in writing to do so by a Client officer or as provided in the applicable Project Assignment.  Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement.  Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement.  No part of Consultant’s compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes.  Client will regularly report any amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law.

7.          Confidential Information.  Consultant agrees to hold Client’s Confidential Information in strict confidence and to refrain from any disclosure, use or publication of such Confidential Information, except as expressly authorized in writing by Client, during the term of this Agreement and thereafter.  “Confidential Information” means any and all information related to Client’s or its affiliates’ business (including trade secrets, ideas, media, techniques, specifications, designs, plans, forecasts, reports, financial statements and models, budgets, technical information, works of authorship, databases, information systems, software and source documentation, spreadsheets, analyses or analytical methods, financial or operational models, algorithms, know-how, processes, customized construction and design features, fixtures, equipment, building systems, laboratory and office systems, forms of leases and related documentation, names of actual or prospective investors, business partners, employees, tenants, customers, vendors, suppliers, distributors and clients, proposals, bids, forecasts, market information, information relating to research and development, properties, completed or potential future property acquisitions, redevelopments, construction projects and investments, procurement requirements, and the existence of any business discussions, negotiations, or contractual relationships between Client or its affiliates and any third party) that is labeled or identified as “confidential” or “proprietary” or that Consultant otherwise knows, or would reasonably be expected to know, Client or its affiliates consider to be confidential or proprietary.  Consultant has a duty to treat as confidential all of the foregoing whether provided or made accessible by Client or its affiliates or learned or acquired during the performance of the Services. Consultant’s obligations set forth in this Section 7 shall not apply with respect to any portion of the Confidential Information that: (a) was in the public domain at the time it was communicated to Consultant by Client or its affiliates; (b) entered the public domain through no fault of Consultant, subsequent to the time it was communicated to

Consultant by Client or its affiliates; (c) was in Consultant’s possession free of any obligation of confidence at the time it was communicated to Consultant by Client or its affiliates; (d) was rightfully communicated to Consultant free of any obligation of confidence subsequent to the time it was communicated to Consultant by Client or its affiliates; (e) was developed by employees or agents of Consultant independently of and without reference to any information communicated to Consultant by Client or its affiliates; or (f) was communicated by Client to an unaffiliated third party free of any obligation of confidence.  Confidential Information does not include basic business know-how that is generally known and used within the real estate or life science industries, including but not limited to basic business know-how and skills developed during Consultant’s employment with Client.  Consultant may disclose Client’s and its affiliates’ Confidential Information in response to a valid order by a court or other governmental body, or as otherwise required by law, after having given Client and its affiliates sufficient prior notice to permit Client and its affiliates a reasonable opportunity to lodge objections to such disclosure.  All Confidential Information furnished to Consultant by Client and its affiliates, or developed by Consultant on Client’s behalf, is the sole and exclusive property of Client and its affiliates or their suppliers or customers.  Upon request by Client, Consultant agrees to promptly deliver to Client the original and any copies of such Confidential Information.  Consultant understands and acknowledges that Client is a public company, and that the disclosure of information relating to Client and its affiliates is subject to state and federal securities laws.  Consultant agrees not to take any action to violate applicable federal and state securities laws.

8.          Return of Client Property.  Upon termination of the Agreement or earlier as requested by Client, Consultant shall deliver to Client all of Client’s property, if any, including equipment (including, without limitation, computers, personal computing devices, or similar devices), software programs, documents, records, proposals, notes, notebooks, lists (including any lists of business contacts, prospects, tenants, prospective tenants, properties, customers, clients, vendors, suppliers, distributors, consultants or agents with whom Client does business), files, promotional literature, and reports, studies, fact sheets, drawings, specifications, models, brochures, documents and materials relating to acquisitions or potential acquisitions, documents and materials relating to redevelopments or developments, agreements, leases, term sheets, letters of intent and similar documents, draft documents, and any and all materials containing or disclosing (in whole or in part) Work Product or Confidential Information; and any and all other materials including, without limitation, computerized and/or electronic information that refers, relates or otherwise pertains to Client and/or its officers, directors, agents, employees and consultants, and any and all business dealings of said persons and entities, which Consultant received or developed during Consultant’s engagement by Client or which Consultant otherwise possesses or controls, together with all copies or reproductions thereof, in whole or in part (collectively, the “Client Property and Equipment”).  Consultant shall not retain any Client Property and Equipment, including any copies, duplicates, or embodiments thereof.  Consultant agrees to certify in writing that Consultant has conducted a diligent search to locate any property or information described in this paragraph that is within Consultant’s custody or control and that Consultant has complied with the requirements of this paragraph.  Consultant further agrees that any property situated on Client’s premises and owned by Client, including disks and other storage media or electronic systems, files, filing cabinets, desks, or other work areas, is subject to inspection by Client personnel at any time with or without notice.  In the event of a legal claim by Consultant against Client, Client shall make available for inspection, under reasonable confidentiality restrictions, such Client Property and Equipment as is reasonably related to the issues raised by such claim.  Notwithstanding the foregoing, Consultant may retain any documents that he received in his capacity as a director or shareholder of Client, including but not limited to annual reports distributed to shareholders.

9.          No Conflict of Interest.  Consultant acknowledges and agrees that he will be providing services that are special, unique or extraordinary, and, due to the nature of his Services, his engagement in any of the activities prohibited in this Section 9 would necessarily involve the unauthorized use or disclosure of Confidential Information, and the proprietary relationships and goodwill of Client.  Accordingly, Consultant shall not, during the period of Consultant’s engagement by Client and for a period of two (2) years thereafter, engage in any activity that is or may be (in the reasonable discretion of Client) competitive with Client, directly or indirectly,

and whether or not for compensation, in the business of owning, operating, acquiring, managing, leasing, expanding, developing or redeveloping commercial properties throughout the United States containing either (a) office and laboratory space designed or improved for lease to pharmaceutical, biotechnology, life science product and services companies, not for profit scientific research institutions, universities, diagnostic and personal care products companies, or government agencies (for the purpose of laboratory research), or (b) office space designed or improved for lease to data centers; and Consultant acknowledges that to engage in such activity Consultant would inevitably use Client’s Confidential Information.  Consultant warrants that there is no other contract or duty on Consultant’s part inconsistent with this Agreement.

10.        Term and Termination.

10.1       Term.  The initial term of this Agreement is from the Consulting Commencement Date hereof through December 31, 2011 (the “Initial Term”), unless the Agreement is terminated earlier as provided in Section 10.2.  At the conclusion of the Initial Term (or any subsequent term if the Agreement is extended beyond the Initial Term), the Agreement will terminate unless extended by mutual written agreement of the Parties.  “Term” shall refer to the Initial Term plus any subsequent term.

10.2       Termination.  During the Term of the Agreement, either party may terminate this Agreement, or any Project Assignment hereunder, with or without cause at any time upon thirty (30) days prior written notice to the other party.  In addition, during the Term of the Agreement, either party may terminate this Agreement immediately upon giving written notice in the event of the other party’s material breach of the Agreement.  In addition, Consultant may terminate this Agreement as provided under Section 19.

10.3       Survival.  The rights and obligations contained in the following Sections:  3 (Ownership of Work Product), 4 (License and Waiver of Other Rights), 5 (Representations and Warranties), 6 (Independent Contractor Relationship), 7 (Confidential Information), 8 (Return of Client Property), 9 (No Conflict of Interest), 11 (Nonsolicitation), 12 (Noninterference with Business), 13 (Indemnification; Limitation of Liability), 17 (Governing Law), 18 (Severability), 19 (No Assignment or Subcontracting), 20 (Notices), 21 (Remedies), 22 (Waiver), and 23 (Dispute Resolution) will survive any termination or expiration of the Term of the Agreement.

11.        Nonsolicitation.  Consultant acknowledges that, because of the nature of Consultant’s work for Client, Consultant’s solicitation, servicing or retention of certain tenants (“Tenants”), or certain brokers, vendors, suppliers, distributors, consultants, or partners with whom Client does business from time to time related to Consultant’s work for Client (each such person or entity, a “Supplier”) would necessarily involve the unauthorized use or disclosure of Confidential Information, and the proprietary relationships and goodwill of Client.  Accordingly, during the Term of this Agreement and for a period of one (1) year following the termination of the Agreement for any reason (the “Post-Termination Period”), Consultant shall not, without Client’s express written consent, directly or indirectly solicit:  (a) any Tenant of Client with which Consultant actually engaged in business transactions on behalf of Client during the two (2) year period prior to the termination of the Agreement (the “Pre-Termination Period”); (b) any Tenant of Client served during such Pre-Termination Period by an office of Client located in any geographic area where Consultant provided services to Client pursuant to this Agreement or any prior employment or consulting agreement with Client; or (c) any Supplier or strategic partner of Client during the Pre-Termination Period (i) to perform services within the life sciences or data center fields, or (ii) that is then providing, or is under contract to provide during the one year Post-Termination Period, services to Client, which would be interrupted or impeded as a result of such solicitation.  Consultant further agrees that for a period of two (2) years following the termination of the Agreement, Consultant shall not, without Client’s express written consent, directly or indirectly solicit, induce, or attempt to solicit or induce, any Tenant or Supplier to terminate his, her or its relationship with Client for any purpose, including but not limited to the purpose of associating with or becoming a Tenant or Supplier, whether or not exclusive, of Consultant or any entity of which Consultant is or becomes a partner, stockholder, principal,

member, employee, officer, director, principal, contractor, agent, trustee or consultant.  Consultant understands that Consultant is not prohibited from accepting engagement by a Tenant, Supplier or strategic partner, provided such Consultant acts in accordance herewith.

12.        Noninterference with Business.  During the Term of this Agreement and for a period of one (1) year following the termination of the Agreement, Consultant shall not, directly or indirectly, solicit, induce, encourage or attempt to solicit, induce or encourage any person known to Consultant to be an employee or independent contractor of Client to terminate his or her engagement by or other relationship with Client for any purpose whatsoever, including but not limited to the purpose of associating with any entity of which Consultant is or becomes an employee, officer, director, partner, stockholder, agent, trustee, consultant, or contractor, or any competitor of Client.

13.        Indemnification; Limitation of Liability.  Client agrees to indemnify Consultant and hold Consultant harmless with respect to Services performed in good faith by Consultant except with regard to gross negligence, willful misconduct, or material breach by Consultant; and, in any event, Consultant’s liability to Client for claims arising from Services performed hereunder shall be limited to the total amount of fees (including but not limited to retainers) paid hereunder.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.  EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES AND EXPENSES OWED BY CLIENT TO CONSULTANT FOR SERVICES PERFORMED UNDER THIS AGREEMENT.

14.        Stock Awards and Other Benefits.

14.1.     Stock Awards.  During Consultant’s employment with Client, Consultant was granted certain options to purchase shares of Client’s common stock (the “Options”) and Consultant was granted certain shares of restricted stock of Client (the “Restricted Stock”).  Consultant acknowledges that the Options were fully vested as of the Resignation Date.  During the Term of this Agreement, the Restricted Stock will continue to vest and the forfeiture provisions for the Restricted Stock will not be triggered.  Notwithstanding anything to the contrary in Client’s Amended and Restated 1997 Stock Award and Incentive Plan or the applicable Restricted Stock agreements, vesting of the Restricted Stock will cease, and the forfeiture provisions for the Restricted Stock will be triggered, upon the termination of the Term of this Agreement, regardless of whether Consultant continues to serve as a director on the Board of Directors of Client.  During the period that ends upon the later of the termination of the Term of this Agreement or the termination of Consultant’s service as a director on the Board of Directors of Client, the post-termination exercise period for the Options will not be triggered.  Except as provided in this Section 14.1, the Options and Restricted Stock will continue to be governed in all respects by the terms of Client’s Amended and Restated 1997 Stock Award and Incentive Plan and the applicable Option and Restricted Stock agreements.  Consultant acknowledges that any Options that currently qualify as incentive stock options will lose that qualification three (3) months after Consultant’s final day of employment with Client.  Client advises Consultant to seek independent tax advice concerning the Options and Restricted Stock.

14.2.     Other Benefits.  Upon termination of Consultant’s employment with Client, as of the Resignation Date, (a) with respect to Client’s 401(k) Profit Sharing Plan (the “401(k) Plan”), Consultant shall not be eligible to make any further elective deferrals and will not receive any further employer profit sharing or other discretionary employer contributions under the 401(k) Plan, other than any such profit sharing contribution and employer “safe harbor” contribution made for the 2009 plan year to which Consultant may be entitled pursuant to the terms of the 401(k) Plan, and shall be entitled to receive a distribution of his account under the 401(k) Plan pursuant to the terms of the 401(k) Plan; (b) with respect to Client’s Cash Balance Pension Plan (the “Cash Balance Plan”), Consultant shall not be eligible to accrue any further benefits under the Cash Balance Plan, provided that Consultant’s accrued benefit under the Cash Balance Plan as of his employment termination date shall be credited with interest earnings pursuant to the terms of the Cash Balance Plan until Consultant

receives a distribution of such benefit in accordance with the terms of the Cash Balance Plan; (c) with respect to Client’s Executive Profit Sharing Plan (the “Profit Sharing Plan”), Consultant shall not be eligible to receive any further employer profit sharing or other discretionary employer contributions under the Profit Sharing Plan, other than any such profit sharing contribution made for the 2009 plan year to which Consultant may be entitled pursuant to the terms of the Profit Sharing Plan, and shall be entitled to receive a distribution of his account under the Profit Sharing Plan pursuant to the terms of the Profit Sharing Plan; and (d) with respect to Client’s 2000 Deferred Compensation Plan (the “DCP”), (i) Consultant shall not be eligible to defer any compensation received from Client for services rendered after the Resignation Date or to be credited with any matching or other employer contribution from Client under the DCP, (ii) Consultant shall receive payment of the portion of his account under the DCP attributable to deferrals made prior to January 1, 2005 under the DCP upon the earlier of (1) his termination of service (including service rendered pursuant to this Agreement) with Client and (2) a date Consultant may elect in accordance with the terms of the DCP (provided, however, that such portion of his account that is attributable to amounts deferred under the 2000 Venture Investment Deferred Compensation Plan (the “VIP”) prior to January 1, 2005 as to which a “Distribution Event” under the terms of the VIP has not yet occurred, shall be made upon the occurrence of a Distribution Event), and (iii) Consultant shall receive payment of the portion of his account under the DCP attributable to deferrals made on or after January 1, 2005 under the DCP on the date that is six (6) months and one (1) day following the Resignation Date, or as soon as practicable thereafter.  Notwithstanding the foregoing, in the event of any conflict between the provisions of this Section 14.1 or 14.2 and the terms of the various plans discussed in this Section 14.1 and 14.2, the terms of the various plans shall control unless otherwise provided herein.

15.        OFAC.  Consultant is currently:  (a) in compliance with, and shall at all times during the term of this Agreement remain in compliance with, the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and any statute, executive order, or regulation relating thereto (collectively, the “OFAC Rules”); (b) not listed on, and shall not during the term of this Agreement be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation; and (c) not a person or entity with whom a U.S. person is prohibited from conducting business under the OFAC Rules.

16.        Systems Usage Policy.  Contemporaneous with signing this Agreement, Consultant must sign, date and return to Client the Systems Usage Policy for External Users attached hereto as Exhibit C.  Any breach by Consultant of the Systems Usage Policy for External Users shall be considered a breach of this Agreement (including for purposes of Section 10.2).