AGREEMENT OF PURCHASE AND SALE (383 Colorow Drive, Salt Lake City, Utah)

Exhibit 10.1

AGREEMENT OF PURCHASE AND SALE

(383 Colorow Drive, Salt Lake City, Utah)

This Agreement of Purchase and Sale (“Agreement”) is made as of the 9th day of May, 2007 (“Effective Date”) between BMR-383 Colorow Drive LLC, a Delaware limited liability company (“Seller”), and NPS Pharmaceuticals, Inc., a Delaware corporation (“Purchaser”).

Subject to the terms and conditions of this Agreement, Seller will sell to Purchaser, and Purchaser will purchase from Seller the Property (as defined below), including an approximately 93,650 rentable square foot, three-story, laboratory and office building located at 383 Colorow Drive, Salt Lake City, Utah 84108 (the “Building”). The land underlying the Building is not owned by Seller and is subject to that certain Ground Lease dated the 10 ^th day of December, 2003 (the “Ground Lease”), between the Seller, as lessee, and the University of Utah, as ground lessor (“Ground Lessor”).

ARTICLE 1. PROPERTY/PURCHASE PRICE

1.1. Property . Subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the following property (collectively, the “Property”):

(a) The Building;

(b) Seller’s leasehold interest in the land described in Exhibit A attached hereto (the “Land”), subject to the terms and conditions of the Ground Lease, and all other right, title and interest of Seller in and to (i) all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anyway appertaining to such Land; and (ii) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such Land;

(c) All right, title and interest of Seller, if any, in and to all improvements and fixtures located on the Land (the “Improvements”). The Building, Land and Improvements are collectively referred to herein as the “Real Property; and

(d) The “Intangible Property,” being all, right, title and interest of Seller, if any, in and to: (i) all intangible personal property now or hereafter used exclusively in connection with the operation, ownership, maintenance, management, or occupancy of the Real Property (to the extent assignable); (ii) the plans and specifications for the Improvements (to the extent assignable); (iii) warranties, indemnities, applications, permits, approvals and licenses (to the extent applicable in any way to the above referenced Real Property or the Tangible Personal Property and assignable); and (iv) insurance proceeds and condemnation awards or claims thereto to the extent provided be assigned to Purchaser hereunder.

1.2. Purchase Price . The total purchase price to be paid to Seller by Purchaser for the Property shall be TWENTY MILLION DOLLARS ($20,000,000) (the “Purchase Price”). The Purchase Price, as adjusted for prorations, deposits and other adjustments as provided herein, shall be paid to Escrow Agent by wire transfer of immediately available funds or in cash.

1.3. Deposit of Earnest Money . Within two (2) business days (in this Agreement, a business day shall mean any day of the year other than any Saturday or Sunday or any other day on which banks located in San Diego, California generally are closed for business) after the Effective Date, Purchaser shall deposit TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) in cash (such amount, including any interest earned thereon, the “Earnest Money”) with the Escrow Agent (as defined below). The Escrow Agent shall hold and disburse the Earnest Money in accordance with the escrow provisions in Exhibit B. The Earnest Money shall be non-refundable, except as otherwise provided herein. Seller shall not deliver any instruction to the Escrow Agent calling for disbursement of the Earnest Money to Seller except following the occurrence of Purchaser’s default hereunder and the expiration of any applicable cure period or as otherwise expressly provided in this Agreement, and Seller further agrees to provide Purchaser with a copy of such instruction concurrently with the delivery thereof to the Escrow Agent. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement

1.4. Title Company and Escrow Agent . The “Escrow Agent” and “Title Company” are: LandAmerica Commercial Services represented by Kathy Leicht, Senior Title Officer.

1.5. Closing Date . The “Closing Date” shall mean May 30, 2007.

ARTICLE 2. GROUND LEASE, NPS LEASE, OPERATIONS AND RISK OF LOSS

2.1. Ground Lease .

(a) Estoppel and Consent . Seller shall use commercially reasonable efforts to obtain an estoppel certificate from Ground Lessor under the Ground Lease, which contains among other things, Ground Lessor’s consent to the transfer of Seller’s leasehold interest in the Land and Improvements to Purchaser, in the form of Exhibit C (“Ground Lessor’s Consent”). Ground Lessor’s Consent shall be delivered to Ground Lessor no later than one (1) business day after the Effective Date and Seller shall apply commercially reasonable efforts to obtain the same, duly executed by Ground Lessor. In the event that Ground Lessor’s Consent is not obtained at least five (5) business days before the Closing Date, Seller may unilaterally extend the Closing Date one (1) time by up to thirty (30) days;

(b) Transfer Costs . Purchaser shall pay, if any, all: (i) transfer fees and other fees, costs and expenses charged by Ground Lessor in connection with the assignment of the Ground Lease, and (ii) recording costs and expenses relating to the recordation of the amendment to the Ground Lease. Each party shall pay the fees charged by its attorneys in connection with the assignment of the Ground Lease;

(c) Cooperation . The parties shall cooperate in good faith and with reasonable diligence to secure Ground Lessor’s Consent prior to the Closing Date.

2.2. NPS Lease . Upon the Closing, the Lease Agreement between the parties dated as of December 22, 2005 (the “NPS Lease”) shall terminate (the “NPS Lease Termination”) and the $300,000 security deposit tendered by Purchaser under the NPS Lease (less the amount of any unpaid monetary obligations of Purchaser as the Tenant under the NPS Lease which accrued prior to the Closing, including any outstanding rent, at the Closing) shall be credited to Purchaser against the Purchase Price at the Closing.

2.3. Ongoing Operations . From the Effective Date until the Closing:

(a) Maintenance of Insurance . Seller shall continue to carry its existing insurance through the Closing Date, and shall not allow any breach, default, termination or cancellation of such insurance policies or agreements to occur or exist.

(b) New Contracts . Without Purchaser’s prior written consent in each instance, Seller will not enter into or amend, terminate, waive any default under, or grant concessions regarding any contract or agreement that will be an obligation affecting the Property or binding on Purchaser after the Closing.

(c) Leasing Arrangements . Seller will not enter into any lease, sublease of space or other occupancy agreements affecting the Real Property, and any and all amendments and supplements thereto, and any and all guaranties and security received by landlord in connection therewith without Purchaser’s prior written consent.

(d) Ground Lease . Seller covenants and agrees not to modify the Ground Lease and to comply with the terms of the Ground Lease to the extent such compliance is not the obligation of Purchaser under the NPS Lease.

(e) Exclusive Negotiations . Seller shall: (i) remove the Property from the market, and (ii) not actively solicit or negotiate with any other prospective purchasers of the Property.

2.4. Damage . Upon the Effective Date, the full risk of loss with respect to the Property shall pass to Purchaser and shall remain with Purchaser after the Closing and delivery of the Deed (as defined below). Purchaser shall promptly give Seller written notice of any material damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage, provided that such damage is

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known to Purchaser. For purposes of this Section 2.4, “material” means damage in excess of $100,000. Seller shall transfer and assign any insurance proceeds or rights thereto to Purchaser at the Closing. This Agreement, and the parties’ obligations to purchase and sell the property, shall survive any such damage to the Property.

2.5. Condemnation . Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to the Property. Seller shall, at the Closing, assign to Purchaser its entire right, title and interest in and to any condemnation award, and Purchaser shall have the right during the pendency of this Agreement to negotiate and otherwise deal with the condemning authority in respect of such matter. This Agreement, and the parties’ obligations to purchase and sell the property, shall survive any such proceedings.

ARTICLE 3. CONDITIONS PRECEDENT

3.1. Conditions to Seller’s Obligation to Close . In addition to all other conditions set forth herein, the obligation of Seller to consummate the transactions contemplated hereunder shall be contingent upon the following:

(a) Representations . Purchaser’s representations and warranties contained herein shall be true and correct as of the date of this Agreement and the Closing Date;

(b) Performance . As of the Closing Date, Purchaser shall have performed its obligations hereunder and all deliveries to be made by Purchaser at Closing have been tendered;

(c) Ground Lease . Ground Lessor’s Consent shall have been obtained;

(d) Board Approval . Seller shall have obtained approval from the board of directors of BioMed Realty Trust, as sole owner of Seller, to enter into this Agreement and to execute the documents contemplated hereby; and

(e) Other Condition . Any other condition set forth in this Agreement to Seller’s obligation to close shall have been satisfied by the applicable date.

3.2. Conditions to Purchaser’s Obligation to Close . In addition to all other conditions set forth herein, the obligation of Purchaser to consummate the transactions contemplated hereunder shall be contingent upon the following:

(a) Representations . Seller’s representations and warranties contained herein shall be true and correct as of the date of this Agreement and the Closing Date;

(b) Performance . As of the Closing Date, Seller shall have performed its obligations hereunder and all deliveries to be made by Seller at Closing have been tendered;

(c) Default . As of the Closing Date, Seller shall not be in default under any agreement to be assigned to, or obligation to be assumed by, Purchaser under this Agreement;

(d) Ground Lease Condition . (1) Seller shall have obtained and delivered to Purchaser at least one (1) business day prior to the expiration of the Closing Date, the Ground Lessor’s Consent, and (2) as of the Closing Date, the Ground Lease shall be in full force and effect; and

(e) Title . Upon the sole condition of payment of the premium, at Closing, the Title Company shall irrevocably commit to issue to Purchaser an ALTA Owner’s Policy of title insurance, with extended coverage (i.e., with ALTA General Exceptions deleted), dated as of the date and time of the recording of the Deed (as defined below) vesting title in Purchaser, in the amount of the Purchase Price, insuring Purchaser as owner of good, marketable and indefeasible fee simple title to the Building and the Improvements, and Purchaser as holder of the leasehold interest in the Land pursuant to the Ground Lease, subject only to the Permitted Exceptions (the “Title Policy”). “Permitted Exceptions” means the following exceptions: exceptions approved by Purchaser pursuant to this Agreement; real estate and personal property taxes, and utility charges and assessments, not yet due and payable; the Ground Lease; tenants in possession; any exceptions to title as of the date and time title vested in Seller (December 20, 2005) or any exceptions thereafter caused or permitted to be caused by Purchaser; all laws,

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regulations and ordinances; all matters that would be shown on an ALTA survey of the Property; and the exceptions and other matters described on Exhibit H attached hereto.

(f) Bankruptcy . No proceeding has been commenced against Seller under the federal Bankruptcy Code or any state law for relief of debtors.

3.3. Failure of Condition Precedent . So long as a party is not in default beyond applicable notice and cure periods hereunder, if any condition to such party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date and such condition is not cured within five (5) days after receipt of notice of default from the non-defaulting party, such non-defaulting party may, in its sole discretion, either (i) terminate this Agreement by delivering written notice to the other party on or before the Closing Date or other applicable date whereupon the Earnest Money shall be returned to Purchaser if Seller is the defaulting party or paid to Seller if Purchaser is the defaulting party, or (ii) elect to close, notwithstanding the non-satisfaction of such condition, in which event such party shall be deemed to have waived any such condition.

ARTICLE 4. DEFAULT AND REMEDIES

4.1. Purchaser’s Defaults; Seller’s Remedies .

(a) In the event of a breach by Purchaser of its obligations under this Agreement to effect the Closing, which breach is not cured within five (5) days after Purchaser’s receipt of notice of default from Seller (provided that no such cure period shall extend the Closing Date or apply for a breach of the obligation to close by the Closing Date) and Seller is willing, ready and able to perform its obligations hereunder, Seller’s sole remedy shall be to terminate this Agreement and receive and retain all of the Earnest Money and any earnings thereon as liquidated damages, not as a penalty. PURCHASER AND SELLER AGREE THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO QUANTIFY THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF A BREACH BY PURCHASER, THAT THE AMOUNT OF ALL EARNEST MONEY IS A REASONABLE ESTIMATE OF SUCH ACTUAL DAMAGES, AND THAT SELLER’S EXCLUSIVE REMEDY IN THE EVENT OF A BREACH BY PURCHASER SHALL BE TO RETAIN ALL EARNEST MONEY AND ANY EARNINGS THEREON AS LIQUIDATED DAMAGES.

(b) After Closing, in the event of a breach by Purchaser of its obligations under this Agreement that survive Closing, Seller may exercise any rights and remedies available at law or in equity.

4.2. Seller’s Defaults; Purchaser’s Remedies .

(a) In the event of a material breach by Seller of its obligations under this Agreement, which breach is not cured within five (5) days after Seller’s receipt of notice of default from Purchaser (provided that no such cure period shall extend the Closing Date or apply for a breach of the obligation to close by the Closing Date), Purchaser may elect one of the following two remedies: (a) terminate this Agreement and receive a refund of the Earnest Money, any earnings thereon, plus reimbursement from Seller for Purchaser’s reasonable out of pocket costs incurred in connection with the negotiation of this Agreement up to $25,000; or (b) enforce specific performance of this Agreement against Seller, including the right to recover reasonable attorneys’ fees. PURCHASER AND SELLER AGREE THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO QUANTIFY THE ACTUAL DAMAGES TO PURCHASER IN THE EVENT OF A BREACH BY SELLER, THAT THE AMOUNT OF ALL EARNEST MONEY IS A REASONABLE ESTIMATE OF SUCH ACTUAL DAMAGES, AND THAT IN THE EVENT PURCHASER SELECTS TO ENFORCE ITS REMEDIES UNDER (A) ABOVE, PURCHASER SHALL RECEIVE A REFUND OF ALL EARNEST MONEY AND ANY EARNINGS THEREON, AND PURCHASER’S OUT OF POCKET COSTS.

(b) After Closing, in the event of a breach by Seller of its obligations under this Agreement that survive Closing, Purchaser may exercise any rights and remedies available at law or in equity.

4.3. Limited Liability . Notwithstanding anything to the contrary herein, Purchaser on its own behalf and on behalf of its agents, members, partners, employees, representatives, officers, directors, agents, related and

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affiliated entities, successors and assigns (collectively, the “ Purchaser Parties ”) hereby agrees that in no event or circumstance shall any of the members, partners, employees, representatives, officers, directors, agents, property management company, affiliated or related entities of Seller or Seller’s property management company have any personal liability under this Agreement. Seller on its own behalf and on behalf of its agents, members, partners, employees, representatives, related and affiliated entities, successors and assigns hereby agrees that in no event or circumstance shall any of the Purchaser Parties have any personal liability under this Agreement. Notwithstanding anything to the contrary contained herein, except with respect to Seller’s obligations to cooperate in causing the return of the Earnest Money to Purchaser: (a) the maximum aggregate liability of Seller, and the maximum aggregate amount which may be awarded to and collected by Purchaser (including, without limitation, for any breach of any representation, warranty and/or covenant of Seller) under this Agreement or any documents executed pursuant hereto or in connection herewith, including, without limitation, the Exhibits attached hereto (collectively, the “ Other Documents ”) shall, under no circumstances whatsoever, exceed 1% of the Purchase Price (the “ CAP Amount ”); and (b) no claim by Purchaser alleging a breach by Seller of any representation, warranty and/or covenant of Seller contained herein or any of the Other Documents may be made, and Seller shall not be liable for any judgment in any action based upon any such claim, unless and until such claim, either alone or together with any other claims by Purchaser alleging a breach by Seller of any such representation, warranty and/or covenant, is for an aggregate amount in excess of $50,000.00 (the “ Floor Amount ”), in which event Seller’s liability respecting any final judgment concerning such claim or claims shall be for the entire amount thereof, subject to the CAP Amount set forth in clause (a) above; provided, however, that if any such final judgment is for an amount that is less than or equal to the Floor Amount, then Seller shall have no liability with respect thereto, but Purchaser shall be the prevailing party for purposes of Section 8.13 .

ARTICLE 5. CLOSING

5.1. Closing and Escrow . The consummation of the transaction contemplated herein (“Closing”) shall occur on the Closing Date at the offices of the Escrow Agent. Closing shall occur through an escrow with the Escrow Agent. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, Escrow Agent shall immediately record and deliver the Deed and deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement. The parties understand that the Closing shall occur in San Diego, California requiring that all necessary deliveries to escrow must be completed by 11:00 A.M. on the Closing Date.

5.2. Seller’s Deliveries in Escrow . On or before 11:00 A.M. on the Closing Date, Seller shall deliver in escrow to the Escrow Agent the following:

(a) Deed . That certain Special Warranty Deed substantially in the form of Exhibit D attached hereto (“Deed”), sufficient to vest title to the Property in Purchaser subject only to the Permitted Exceptions;

(b) Bill of Sale and Assignment of Ground Lease and Contracts . A counterpart of the Bill of Sale and Assignment of Ground Lease and Contracts substantially in the form of Exhibit E attached hereto (“Bill of Sale”), executed and acknowledged by Seller;

(c) NPS Lease Termination . A counterpart of the NPS Lease Termination substantially in the form of Exhibit F attached hereto;

(d) State Law Disclosures . Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property;

(e) FIRPTA . A Foreign Investment in Real Property Tax Act affidavit executed by Seller;

(f) Authority . Evidence of the existence, organization and authority of Seller and of the authority of the persons executing documents on behalf of Seller required by and reasonably satisfactory to Purchaser’s counsel and Escrow Agent;

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(g) Ground Lease . A copy of the Ground Lessor’s Consent; and

(h) Other Deliveries . Any other Closing deliveries required to be made by or on behalf of Seller hereunder or reasonably required to effect the Closing of this transaction consistent with this Agreement.

5.3. Purchaser’s Deliveries in Escrow . On or before 9:00 AM on the Closing Date, Purchaser shall deliver in escrow to the Escrow Agent the following:

(a) Purchase Price . The Purchase Price, less (i) the Earnest Money that is applied to the Purchase Price plus or minus applicable prorations, deposited by Purchaser with the Escrow Agent, and (ii) in accordance with Section 2.2 , the $300,000 security deposit under the NPS lease (less the amount of any unpaid monetary obligations of Purchaser as the Tenant under the NPS Lease, which accrued prior to the closing including any outstanding rent, at the Closing). The Purchase Price shall be tendered by Purchaser in immediate, same-day federal funds wired for credit into the Escrow Agent’s escrow account;

(b) Bill of Sale and Assignment of Ground Lease and Contracts . A counterpart of the Bill of Sale, executed by Purchaser;

(c) NPS Lease Termination . A counterpart of the NPS Lease Termination, executed by Purchaser;

(d) State Law Disclosures . Such disclosures and reports as are required by applicable state and local law in connection with the conveyance of real property;

(e) Indemnity . A mechanic’s lien indemnity, if required, in form reasonably satisfactory to the Escrow Agent and the Title Company; and

(f) Other Deliveries . Any other Closing deliveries required to be made by or on behalf of Purchaser hereunder or reasonably required to effect the Closing of this transaction consistent with this Agreement.

5.4. NPS Lease Termination . Upon receipt of the fully executed NPS Lease Termination, Title Company shall date the NPS Lease Termination the date of the Closing and deliver a completely executed copy of the NPS Lease Termination to Purchaser and Seller.

5.5. Closing Statements/Closing Costs .

(a) Seller and Purchaser shall deposit with the Escrow Agent executed closing statements consistent with this Agreement in the form required by the Escrow Agent.

(b) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.

(c) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses:

(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company; and

(ii) all of its recording fees.

(d) Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses:

(i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or the Title Company;

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(ii) the transfer fees, if any, associated with the assignment of the Ground Lease pursuant to Section 2.1 ;

(iii) the owner’s title insurance premium for an owner’s title insurance policy and any endorsements requested by Purchaser;

(iv) the excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property under applicable state or local law, including, without limitation, any real estate excise tax; and

(v) all of its recording fees.

5.6. Possession . At the time of Closing, Purchaser shall continue to possess the Property without interruption.

5.7. Return of Records . At the time of Closing, Seller shall return to Purchaser all books, records and other information relating to the Property, which were previously delivered to Seller by Purchaser (i.e. not items created by or at the request of Seller) and are currently in Seller’s possession.

ARTICLE 6. PRORATIONS AND ADJUSTMENTS

6.1. Prorations . At least two (2) business days prior to the Closing Date, Seller shall provide to Purchaser such information and verification reasonably necessary to support the prorations and adjustments under this Article 6 . To the extent Purchaser pays operating expenses, taxes, ground lease rent, assessments and utility charges with respect to such Property pursuant to the NPS Lease, the Ground Lease or as the sole occupant of the Building, Purchaser shall continue to be responsible for and shall timely pay such charges pursuant to the terms and provisions of the NPS Lease and Seller shall not be responsible therefor. All other taxes, assessments and utility charges with respect to such Property shall be prorated between Seller and Purchaser, based on the actual number of days in the applicable period, as of the close of the day immediately preceding such Closing Date, with Seller bearing all such items to the extent attributable to the period prior to such Closing Date and Purchaser bearing all such items to the extent attributable the period commencing on such Closing Date. Seller shall receive a credit for any rent, operating expenses or other amounts to be paid (and remain unpaid) by Purchaser to Seller that accrue on or before the Closing Date pursuant to the terms of the NPS Lease.

6.3. Sales Commissions . Seller and Purchaser represent and warrant each to the other that they have not dealt with any real estate broker, sales person or finder in connection with this transaction. In the event of any claim for broker’s or finder’s fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each party shall indemnify and hold harmless the other party from and against any such claim based upon any statement, representation or agreement of such party.

6.4. Pre-Closing Expenses . Purchaser will not be delinquent in paying all bills and invoices for labor, goods, material and services of any kind relating to the respective Property, utility charges, taxes or any other fee or charge that the Purchaser is obligated to pay pursuant to the NPS Lease relating to the period prior to such Closing.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES

7.1. Seller’s Representations and Warranties . As a material inducement to Purchaser to execute this Agreement and consummate this transaction, Seller represents and warrants to Purchaser that:

(a) Organization and Authority . Seller has been duly organized, is validly existing, and is in good standing as a Delaware limited liability company. Seller is in good standing and is qualified to do business in the state in which the Real Property is located. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing, will be, authorized and properly executed and constitute, or will constitute, as appropriate, the valid and binding obligations of Seller, enforceable in accordance with their terms.

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(b) Conflicts and Pending Actions or Proceedings . There is no agreement to which Seller is a party or, to Seller’s knowledge, binding on Seller or the Property which is in conflict with this Agreement, or which challenges or impairs Seller’s ability to execute or perform its obligations under this Agreement. There is not now pending or, to the best of Seller’s knowledge, threatened, any action, suit or proceeding before any court or governmental agency or body against Seller that would prevent Seller from performing its obligations hereunder or against or with respect to the Property. No condemnation, eminent domain or similar proceedings are pending or, to Seller’s knowledge, threatened with regard to the Property. Seller has not received any notice and has no knowledge of any pending or threatened liens, special assessments, impositions or increases in assessed valuations to be made against the Property.

(c) Ground Lease . To the present, actual knowledge of Seller, the Ground Lease is in full force and effect and no default, dispute or controversy exists with respect to Seller’s obligations and responsibilities under the Ground Lease.

7.2. Purchaser’s Representations and Warranties . As a material inducement to Seller to execute this Agreement and consummate this transaction, Purchaser represents and warrants to Seller that:

(a) Organization and Authority . Purchaser has been duly organized and is validly existing as a Delaware corporation, in good standing and will be qualified to do business in the state in which the Real Property is located on the Closing Date. Subject only to obtaining certain internal approvals prior to the Closing Date, Purchaser has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Purchaser at the Closing will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the valid and binding obligation of Purchaser, enforceable in accordance with their terms.

(b) Conflicts and Pending Action . There is no agreement to which Purchaser is a party or to Purchaser’s knowledge binding on Purchaser which is in conflict with this Agreement. There is no action or proceeding pending or, to Purchaser’s knowledge, threatened against Purchaser which challenges or impairs Purchaser’s ability to execute or perform its obligations under this Agreement.

(c) “As-Is” Purchase . Purchaser is an experienced commercial real estate owner and, except as set forth in this Agreement or in any document executed at Closing pursuant to or in connection with this Agreement, shall rely solely upon its own evaluation and investigation of the condition and all aspects of the Property. Purchaser acknowledges that as the previous owner of the Property who sold the Property to Seller on December 20, 2005, and as the entity in possession and control of the Property for the entire time since it sold its interest in the Property, Purchaser is in the best position to know and understand the Property, and Purchaser has inspected the Property and all of the documents that Purchaser deems appropriate and has determined that the Property is satisfactory to Purchaser to proceed with this transaction. PURCHASER IS PURCHASING THE PROPERTY “AS-IS, WHERE IS AND WITH ALL FAULTS” IN ITS PRESENT CONDITION, SUBJECT TO REASONABLE USE, WEAR, TEAR, CONSTRUCTION ACTIVITIES AND NATURAL DETERIORATION BETWEEN THE DATE HEREOF AND THE CLOSING DATE AND FURTHER AGREES THAT NEITHER SELLER NOR ANY AGENT, DIRECT OR INDIRECT PARTNER, DIRECT OR INDIRECT MEMBER, EMPLOYEE OR REPRESENTATIVE OF THE FOREGOING (i) SHALL BE LIABLE FOR ANY LATENT OR PATENT DEFECTS IN THE PROPERTY OR (ii) HAVE MADE ANY REPRESENTATION WHATSOEVER REGARDING THE PROPERTY OR ANY PART THEREOF, THE CONSTRUCTION OR ANY OTHER THING RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND (iii) PURCHASER, IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, HAS NOT AND DOES NOT RELY UPON ANY STATEMENT, INFORMATION, OR REPRESENTATION TO WHOMSOEVER MADE OR GIVEN, WHETHER TO PURCHASER OR OTHERS, AND WHETHER DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, MADE BY ANY PERSON, EXCEPT AS EXPRESSLY SET FORTH HEREIN. IN ADDITION TO THE FOREGOING, PURCHASER REPRESENTS THAT BEFORE THE EFFECTIVE DATE PURCHASER HAS EXAMINED THE PROPERTY AND OTHER MATTERS AS IT DEEMS APPROPRIATE, AND IS FAMILIAR WITH THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND HAS CONDUCTED SUCH OTHER INVESTIGATION OF THE AFFAIRS AND CONDITION OF THE PROPERTY AS PURCHASER CONSIDERS APPROPRIATE. NEITHER SELLER, NOR ANY AFFILIATE OF SELLER, NOR ANY AGENT, DIRECT OR INDIRECT PARTNER, DIRECT OR INDIRECT MEMBER, EMPLOYEE OR REPRESENTATIVE OF THE

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FOREGOING HAVE MADE OR WILL BE ALLEGED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES WHATSOEVER TO PURCHASER, WHETHER EXPRESS OR IMPLIED, AND, IN PARTICULAR, NO SUCH REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTIES HAVE BEEN MADE OR WILL BE MADE OR WILL BE ALLEGED TO HAVE BEEN MADE WITH RESPECT TO THE PHYSICAL CONDITION, CONSTRUCTION, DESIGN, ENVIRONMENTAL CONDITION OR OPERATION OF THE PROPERTY, THE ACTUAL OR PROJECTED REVENUE AND EXPENSES OF THE PROPERTY, THE PERMITS, ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE TO THE PROPERTY OR THE COMPLIANCE OF THE PROPERTY THEREWITH, THE CONSTRUCTION, DESIGN, CONDITION OR SAFETY OF THE PROPERTY OR ANY IMPROVEMENTS THEREON OR ANY UTILITIES AND SERVICES WITH RESPECT THERETO OR THE CONDITIONS OF ANY SOILS AND GEOLOGY, LOT SIZE, OR SUITABILITY OF THE PROPERTY OR ITS IMPROVEMENTS FOR A PARTICULAR PURPOSE, THE QUANTITY, QUALITY OR CONDITION OF ANY PERSONAL PROPERTY OR FIXTURES, THE USE OR OCCUPANCY OF THE PROPERTY OR ANY PART THEREOF OR ANY OTHER MATTER OR THING AFFECTING OR RELATED TO THE PROPERTY OR THE TRANSACTIONS CONTEMPLATE