LONG TERM INCENTIVE PLAN UNIT AGREEMENT

EXHIBIT 10.2

LONG TERM INCENTIVE PLAN
UNIT AGREEMENT
Under the BioMed Realty Trust, Inc.
and BioMed Realty, L.P.
2004 Incentive Award Plan

Name of Grantee:

No. of LTIP Units:

Grant Date:                            , 2006

RECITALS

     Pursuant to the BioMed Realty Trust, Inc. and BioMed Realty, L.P. 2004 Incentive Award Plan (the “Plan”), as amended through the date hereof, and the Third Amended and Restated Agreement of Limited Partnership, dated as of December 28, 2006 (the “Partnership Agreement”), of BioMed Realty, L.P., a Maryland limited partnership (the “Partnership”), BioMed Realty Trust, Inc., a Maryland corporation (the “Company”), as the general partner of the Partnership, for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, has approved the grant to the Grantee named above of an Other Stock-Based Award (an “Award”) in the form of, and causes the Partnership to issue to the Grantee named above, a Partnership Interest (as defined in the Partnership Agreement) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Partnership Agreement, such Partnership Interest to be expressed as a number of Partnership Units (as defined in the Partnership Agreement) which shall be referred to as Long Term Incentive Plan Units (“LTIP Units”). Upon acceptance of this Long Term Incentive Plan (“LTIP”) Unit Agreement (this “Agreement”), the Grantee shall receive, effective as of the Grant Date specified above, the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein and in the Partnership Agreement. LTIP Units are profits interests under IRS Notice 2005-43 granted for services rendered or to be rendered by Grantee to the Partnership in Grantee’s capacity as a partner or in anticipation of becoming a partner. LTIP Units shall be fully vested when granted, but shall be subject to forfeiture as provided in Section 4.6 of the Partnership Agreement. Until the LTIP Equalization Date (as defined in the Partnership Agreement) has occurred with respect to an LTIP Unit, (i) such LTIP Unit may not be the subject of a Redemption election by the LTIP Unitholder, and (ii) such LTIP Unit will participate like a Partnership Unit in distributions of Available Cash from operations and only participate in sale and liquidation proceeds with respect to a Partnership asset to the extent of income allocated to the holder thereof under Section 6.3.B of the Partnership Agreement that is attributable to the appreciation in value of such asset after the issuance date of such LTIP Unit, all as provided in Sections 5.1 and 6.3.B of the Partnership Agreement. LTIP Units shall receive certain special allocations of income or gain under Sections 6.3 and 6.4 of the Partnership Agreement. The Redemption Right provided to Limited Partners under Section 8.6 of the Partnership Agreement shall not apply with respect to LTIP Units unless and until the LTIP Equalization Date occurs under Section 6.3.B of the Partnership Agreement, and then only with respect to LTIP Units that are Non-Forfeitable LTIP Units. Non-Forfeitable LTIP Units shall be treated as Partnership Units for all purposes from and after the occurrence of the LTIP Equalization Date

under Section 6.3.B of the Partnership Agreement, and special allocations of income or gain under Section 4.6.B(2)(C) and Section 6.3, and tax allocations required to be made under Section 6.4 after a Book-up Event, shall continue to be made to the Non-Forfeitable LTIP Units to the extent required by the Partnership Agreement.

      1.  Acceptance of Agreement . The Grantee shall have no rights with respect to this Agreement unless he or she shall have accepted this Agreement by (i) signing and delivering to the Partnership a copy of this Agreement, and (ii) unless the Grantee is already a Limited Partner (as defined in the Partnership Agreement), signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A ). Upon acceptance of this Agreement by the Grantee, the Partnership Agreement shall be amended to reflect the issuance to the Grantee of the LTIP Units so accepted, effective as of the Grant Date. Thereupon, the Grantee shall have all the rights of a Limited Partner of the Partnership with respect to the number of LTIP Units specified above, as set forth in the Partnership Agreement, subject, however, to the restrictions and conditions specified in Section 2 below.

2. Restrictions and Conditions .

          (a) The records of the Partnership evidencing the LTIP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement.

          (b) LTIP Units granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to the expiration of the forfeiture period applicable to such LTIP Units or at any time within two years of receipt of such LTIP Units in accordance with Section 8(d) hereof.

          (c) Subject to the terms of the Grantee’s employment agreement, if any, if the Grantee’s employment with the Company and its affiliates is voluntarily or involuntarily terminated for any reason prior to the end of the forfeiture period for the LTIP Units granted herein, the Partnership shall have the right, at the discretion of the Committee, to cause the forfeitable LTIP Units to be forfeited by the Grantee or the Grantee’s legal representative. The Partnership must exercise such right of forfeiture by written notice to the Grantee or the Grantee’s legal representative not later than 90 days following such termination of employment. The parties agree that any forfeited LTIP Units shall represent liquidated damages resulting from the event causing the forfeiture. Notwithstanding the provisions of this Section 2(c), in the event that the Grantee ceases for any reason to be employed by the Company and its affiliates but remains a director of the Company or is engaged within 10 days of such Grantee’s termination as a consultant or other service provider to the Company or the Partnership pursuant to a written agreement, then the forfeiture periods on such Grantee’s LTIP Units shall continue to expire, uninterrupted, pursuant to Section 3 below until such time as Grantee is no longer a director of the Company or engaged as a consultant or other service provider to the Company or the Partnership at which time all remaining forfeitable LTIP Units shall be forfeited by such Grantee.

      3.  Expiration of Forfeiture Period . The restrictions and conditions in Section 2 of this Agreement shall expire at the end of the forfeiture period specified in the following schedule, so long as the Grantee remains an Employee, or as provided in Section 2(c) above, from the Grant Date until the end of such forfeiture period. If a series of dates is specified, then the restrictions and conditions in Section 2 shall expire only with respect to the percentage of LTIP Units accepted by the Grantee hereunder for which the expiration of the applicable forfeiture period applies.

End of

Subsequent to the expiration of the applicable forfeiture period, the LTIP Units on which all restrictions and conditions have expired shall no longer be deemed restricted.

      4.  Acceleration of Forfeiture Period in Special Circumstances . If (i) the Grantee ceases to be an Employee by reason of death or Disability or (ii) a Change in Control (as defined in Section 2.5 of the Plan) occurs, any restrictions and conditions on all LTIP Units subject to this Award shall be deemed waived by the Committee and the forfeiture period for all LTIP Units granted hereby shall automatically terminate and be deemed to have expired for all purposes, except that LTIP Units may not be sold or redeemed within two years after grant unless approved by the General Partner in its sole discretion.

      5.  Merger-Related Action . If any of the corporate events described in Article 11 of the Plan occur, the Administrator may take certain actions set forth in Article 11 of the Plan, which includes the following actions with respect to the outstanding LTIP Units subject to this Award: (i) provide that such LTIP Units shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for similar awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, and/or (ii) to provide for the termination of this Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of this Award or the realization of the Grantee’s rights or, if no amount would have been attained upon the exercise of the Award or realization of the Grantee’s rights, then the termination of this Award without payment. The right to take the actions described in (i) and (ii) above (each, a “Merger-Related Action”) in contemplation of and subject to the consummation of a consolidation or merger or sale of all or substantially all of the assets of the Company in which outstanding shares of common stock are exchanged for securities, cash, or other property of an unrelated corporation or business entity or in the event of a liquidation of the Company (in each case, a “Transaction”) shall be subject to the following limitations and qualifications:

          (a) if all LTIP Units awarded to the Grantee hereunder are eligible, as of the time of the Merger-Related Action for Redemption (as defined in the Partnership Agreement) and the Grantee is afforded the opportunity to effect such Redemption for the same kind and amount of consideration as other holders of Common Units in connection with the Transaction, then Merger-Related Action of the kind specified in (i) or (ii) above shall be permitted and available to the Company and the corporation assuming the obligations of the Company (the “Acquiror”);

          (b) if some or all of the LTIP Units awarded to the Grantee hereunder are not, as of the time of the Merger-Related Action, so eligible for Redemption, and the acquiring or succeeding entity is itself, or has a subsidiary which is organized as a partnership or limited liability company (consisting of a so-called “UPREIT,” “UP-C” or other structure substantially similar in purpose or effect to that of the Company and the Partnership), then Merger-Related Action of the kind specified in (i) above must be

taken by the Acquiror with respect to all LTIP Units subject to this Award which are not eligible for Redemption at the time, whereby all such LTIP Units covered by this Award shall be assumed by the acquiring or succeeding entity, or equivalent awards shall be substituted by the acquiring or succeeding entity, and the acquiring or succeeding entity shall preserve with respect to the assumed LTIP Units or any securities to be substituted for such LTIP Units, as far as reasonably possible under the circumstances, the distribution, special allocation, Redemption and other rights set forth in the Partnership Agreement for the benefit of the holders of LTIP Units; and

          (c) if some or all of the LTIP Units awarded to the Grantee hereunder are not, as of the time of the Merger-Related Action, so eligible for Redemption, and after exercise of reasonable commercial efforts the Company or the Acquiror is unable to treat the LTIP Units in accordance with Section 5(b) , then Merger-Related Action of the kind specified in (ii) above must be taken by the Company or the Acquiror, in which case such action shall be subject to a provision that the settlement of the terminated award of LTIP Units which are not eligible for Redemption requires a payment of the same kind and amount of consideration payable in connection with the Transaction to a holder of the number of OP Units into which the LTIP Units to be terminated could be converted on the Redemption (including the right to make elections as to the type of consideration) if the Transaction were of a nature that permitted a revaluation of the Grantee’s Capital Account balance under the terms of the Partnership Agreement, as determined by the Committee in good faith in accordance with the Plan.

      6.  Distributions . Distributions on the LTIP Units shall be paid currently to the Grantee in accordance with the terms of the Partnership Agreement.

      7.  Incorporation of Plan . Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan. Capitalized terms used in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

      8.  Covenants . The Grantee (and the Company and the Partnership as described in subsection (c) below) hereby covenants as follows:

          (a) So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.

          (b) The Grantee