AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of December 14, 2007 (the “Effective Date”), is entered into by and among BioMed Realty Trust, Inc., a Maryland corporation (the “REIT”), BioMed Realty, L.P., a Maryland limited partnership (the “Operating Partnership”), and Kent Griffin (the “Executive”).

          WHEREAS, the REIT and the Operating Partnership (collectively, the “Company”) and Executive are parties to that certain Employment Agreement (the “Prior Agreement”) effective as of March 27, 2006; and

          WHEREAS, the Company and Executive desire to amend and restate the Prior Agreement upon the terms and conditions hereinafter set forth.

          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

          1.  Employment Period . Subject to the provisions for earlier termination hereinafter provided, the Executive’s employment hereunder shall be for a term (the “Employment Period”) commencing on the Effective Date and ending on the first anniversary of the Effective Date (the “Initial Termination Date”); provided , however , that this Agreement shall be automatically extended for one (1) additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination Date (each such extension, a “Renewal Year”), unless either the Executive or the Company elects not to so extend the term of the Agreement by notifying the other party, in writing, of such election not less than six months (6) months prior to the last day of the Employment Period as then in effect.

          2.  Terms of Employment .

          (a)  Position and Duties .

           (i) During the Employment Period, the Executive shall serve as Chief Financial Officer of the REIT and the Operating Partnership and shall perform such employment duties as are assigned by the REIT’s Chief Executive Officer and usual and customary for such positions. In such position, the Executive shall report to the REIT’s Board of Directors or, if the Board of Directors delegates such authority, to the REIT’s Chief Executive Officer. At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement.

           (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote such attention and time during normal business hours to the business and affairs of the

Company as are necessary for the performance of his duties hereunder. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee and officer of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

          (b)  Compensation .

           (i) Base Salary . During the Employment Period, the Executive shall receive a base salary (the “Base Salary”) of $298,500 per annum. The Base Salary shall be paid by the Partnership at such intervals as the Partnership pays executive salaries generally. The Executive shall provide services to the REIT as described in this Agreement for no additional salary. During the Employment Period, the Base Salary then in effect shall be increased, effective on January 1 ^st of each calendar year, beginning on January 1, 2008, for increases in the cost of living based on inflation as measured by the federal Consumer Price Index for All Urban Consumers (“CPI”). To determine the adjusted Base Salary using the CPI, the Base Salary shall be multiplied by a fraction, the numerator of which shall be the CPI published for the December of the year immediately preceding the date of the Base Salary adjustment (the “First Adjustment Year”), and the denominator of which shall be the CPI published for the December of the year immediately preceding the First Adjustment Year. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Base Salary shall not be reduced after any such increase and the term “Base Salary” as utilized in this Agreement shall refer to Base Salary as so increased from time to time. The Base Salary may be reviewed annually by the REIT’s Board of Directors, or the Compensation Committee thereof, and may be increased beyond the cost-of-living adjustment in the discretion of the REIT’s Board of Directors, or the Compensation Committee thereof.

           (ii) Annual Bonus . In addition to the Base Salary, the Executive shall be eligible to earn, for each fiscal year of the Company ending during the Employment Period, an annual cash performance bonus (an “Annual Bonus”) under the Company’s bonus plan or plans applicable to senior executives. The Executive’s Annual Bonus shall be at least 50% of his Base Salary actually paid for such year under this Agreement and the Prior Agreement. The Executive’s actual Annual Bonus may be up to 150% of the Base Salary actually paid for such year under this Agreement and the Prior Agreement, determined on the basis of the Executive’s and/or the Company’s attainment of objective financial or other operating criteria established by the REIT’s Board of Directors, or the Compensation Committee thereof in accordance with the terms and conditions of such bonus plan(s). The Annual Bonus shall be paid to the Executive by the Partnership within

seventy-five (75) days following the end of each fiscal year. If the Executive’s Annual Bonus in any year is materially less than 50% of his Base Salary, that shall constitute a material breach of this Agreement.

          (iii) Incentive, Savings and Retirement Plans . During the Employment Period, the Executive shall be entitled to participate in all other incentive plans, practices, policies and programs, and all savings and retirement plans, practices, policies and programs, in each case that are applicable generally to senior executives of the Company under the terms and conditions therein as in effect from time to time.

          (iv) Welfare Benefit Plans . During the Employment Period, the Executive and the Executive’s eligible family members shall be eligible for participation in the welfare benefit plans, practices, policies and programs (including, if applicable, medical, dental, disability, employee life, group life and accidental death insurance plans and programs) maintained by the Company for its senior executives under the terms and conditions therein as in effect from time to time; provided , however , that the Company shall provide the Executive with a long-term disability policy that provides for the payment of benefits at least equal to 60% of his Base Salary.

          (v) Expenses . During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company provided to senior executives of the Company under the terms and conditions therein as in effect from time to time.

          (vi) Fringe Benefits . During the Employment Period, the Executive shall be entitled to such fringe benefits and perquisites as are provided by the Company to its senior executives from time to time, in accordance with the policies, practices and procedures of the Company, and shall receive such additional fringe benefits and perquisites as the Company may, in its discretion, from time-to-time provide. The Company shall also reimburse Executive for (a) the costs of maintaining a cellular phone, and (b) the costs of maintaining an automobile in an amount up to $750 per month.

          (vii) Vacation . During the Employment Period, the Executive shall be entitled to four (4) weeks annual paid vacation.

          (viii) Term Life Insurance . In addition to any term life insurance provided to other senior executives of the Company, the Company maintains and shall continue to maintain a term life insurance policy in the amount of $1,000,000 on the life of the Executive. Except as provided in Section 4 below, the policy shall remain in effect for the Employment Period. The obligation of the Company to purchase such policy shall be conditioned on Executive’s successful completion of any required medical examination(s) such that the policy can be bought at standard rates. The Executive shall, in his sole discretion, name the beneficiaries of the policy.

          3.  Termination of Employment .

     (a)  Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death or Disability during the Employment Period. For purposes of this Agreement, “Disability” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for ninety (90) consecutive days or on a total of one hundred eighty (180) days in any twelve (12) month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company and reasonably acceptable to the Executive or the Executive’s legal representative.

     (b)  Cause . The Company may terminate the Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any one or more of the following events unless the Executive fully corrects the circumstances constituting Cause within thirty (30) days following the date written notice is delivered to the Executive which specifically identifies the circumstances constituting Cause (provided such circumstances are capable of correction):

     (i) the Executive’s willful and continued failure substantially to perform his duties with the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the REIT’s Board of Directors, which demand specifically identifies the manner in which the REIT’s Board of Directors believes that the Executive has not substantially performed his duties;

     (ii) the Executive’s willful commission of an act of fraud or dishonesty resulting in economic or financial damage to the Company;

     (iii) the Executive’s conviction of, or entry by the Executive of a guilty or no contest plea to, the commission of a felony or a crime involving moral turpitude;

     (iv) a willful breach by the Executive of his fiduciary duty to the Company which results in economic or other damage to the Company; or

     (v) the Executive’s willful and material breach of the Executive’s covenants set forth in Section 9(a) or 9(b) hereof.

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the REIT’s Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the REIT’s Board of Directors at a meeting of the REIT’s Board of Directors called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the

REIT’s Board of Directors), finding that, in the good faith opinion of the Board, the Executive is guilty of any of the conduct described in Section 3(b), and specifying the particulars thereof in detail.

          (c)  Good Reason . The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following events without the Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason within thirty (30) days following the date written notice is delivered to the REIT’s Board of Directors by the Executive which specifically identifies the circumstances constituting Good Reason (provided such circumstances are capable of correction), after:

          (i) a material diminution in Executive’s base compensation;

          (ii) a material diminution in Executive’s authority, duties or responsibilities, including a requirement that Executive report to another corporate officer or employee instead of reporting directly to the REIT’s Chief Executive Officer or to the REIT’s Board of Directors;

          (iii) a material change in the geographic location at which Executive must perform his or her duties; or

          (iv) any other action or inaction that constitutes a material breach by the Company of its obligations to Executive under this Agreement.

          Notwithstanding the foregoing, “Good Reason” shall only exist if Executive shall have provided the REIT’s Board of Directors with written notice within ninety (90) days of the initial occurrence of any of the foregoing events or conditions which specifically identifies the circumstances constituting Good Reason (provided such circumstances are capable of correction), and the Company fails to fully correct the circumstances constituting Good Reason within thirty (30) days following the date such written notice is delivered to the REIT’s Board of Directors. Executive’s termination by reason of resignation from employment with the Company for Good Reason shall be treated as involuntary. Executive’s resignation from employment with the Company for Good Reason must occur within two (2) years following the initial existence of the event or condition constituting Good Reason.

          (d)  Notice of Termination . Any termination by the Company, or by the Executive, shall be communicated by Notice of Termination to the other parties hereto given in accordance with Section 13(c) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than sixty (60) days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively,

hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

          (e)  Date of Termination . “Date of Termination” means (i) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date specified in the Notice of Termination (which date shall not be prior to the expiration of the applicable correction period and shall not be more than sixty (60) days after the giving of such notice), as the case may be, (ii) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination (or such other date specified by the Company, which date shall not be more than sixty (60) days after the giving of such notice), (iii) if the Executive’s employment is terminated by the Executive without Good Reason, the Date of Termination shall be the thirtieth (30 ^th ) day after the date on which the Executive notifies the Company of such termination, unless otherwise agreed by the Company and the Executive, and (iv) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death or Disability of the Executive, as the case may be.

          4.  Obligations of the Company upon Termination .

          (a)  Without Cause or For Good Reason . If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate his employment for Good Reason:

          (i) The Executive shall be paid the aggregate amount of

          (A) the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation pay through the Date of Termination, and any Annual Bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the “Accrued Obligations”), and

          (B) (I) the sum of (x) the Base Salary in effect on the Date of Termination plus (y) the average Annual Bonus received by the Executive for the three (3) complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Date of Termination, multiplied by (II) three (3) (such amount determined under this clause (B) payable to the Executive, the “Severance Amount”).

          The Severance Amount shall be paid to the Executive as follows: (A) 50% of the Severance Amount shall be paid in a single lump sum payment within ten (10) days after the Release Effective Date (as defined below) and (B) the remaining 50% of the Severance Amount shall be paid in a single lump sum payment on March 1 ^st of the year following the calendar year in which the Date of Termination occurred; provided , however , that if the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case within one (1) year after the effective date of a Change in Control (as defined below), then the Severance Amount shall be paid in a single lump sum payment within ten (10) days following the Release Effective Date;

     (ii) For a period of eighteen (18) months following the Date of Termination, the Company shall continue to provide the Executive and the Executive’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive’s employment had not been terminated under the terms and conditions of the applicable plans; provided , however , that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 4(a)(ii) shall be terminated to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company;

     (iii) The Company shall pay to Executive an amount equal to the premiums for the long-term disability and life insurance coverage described in Sections 2(b)(iv) and 2(b)(viii) for a twelve (12) month period following the Date of Termination, determined by reference to the premiums in effect immediately prior to the Date of Termination, which amount shall be paid to the Executive in a single lump sum payment within ten (10) days after the Release Effective Date;

     (iv) For a period of eighteen (18) months following the Date of Termination, the Company shall, at its sole expense and on an as-incurred basis, provide the Executive with up to $15,000 towards outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives;

     (v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and

     (vi) On the Date of Termination, 100% of the outstanding unvested stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full.

     Notwithstanding the foregoing, it shall be a condition to the Executive’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A (the “Release”). Executive shall have fifty (50) days following the Date of Termination to execute such Release. It is understood that, in the event that Executive is at least forty (40) years old on the Date of Termination, Executive has a certain period to consider whether to execute such Release, and Executive may revoke such Release within seven (7) business days after execution. In the event Executive does not execute such Release within the applicable period, or if Executive revokes such Release within the subsequent seven (7) business day period, the Executive shall not be entitled to the amounts provided for in

Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above. The date on which the Executive’s Release becomes effective and the applicable revocation period lapses shall be the “Release Effective Date.”

          (b)  For Cause or Without Good Reason . If the Executive’s employment shall be terminated by the Company for Cause or by the Executive without Good Reason during the Employment Period, the Company shall have no further obligations to the Executive under this Agreement other than pursuant to Sections 7 and 8 hereof, and the obligation to pay to the Executive the Accrued Obligations in cash within thirty (30) days after the Date of Termination and to provide the Other Benefits.

          (c)  Death or Disability . If the Executive’s employment is terminated by reason of the Executive’s death or Disability during the Employment Period:

          (i) The Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash within thirty (30) days of the Date of Termination;

          (ii) 100% of the Executive’s annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive’s estate or beneficiaries or to the Executive, as applicable, in cash within thirty (30) days following the Date of Termination;

          (iii) For a period of twelve (12) months following the Date of Termination, the Executive and the Executive’s eligible family members shall continue to be provided with group health insurance coverage at least equal to that which would have been provided to them if the Executive’s employment had not been terminated;