-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H/dQXPL7bFkZ6QnutANfiqSC99bdY9+azKwjacLnd6tWj265aLJQt+7aLwmB+UI0 Z/5T5ymne7GBSLXeOFIHIQ== 0001029869-97-000702.txt : 19970610 0001029869-97-000702.hdr.sgml : 19970610 ACCESSION NUMBER: 0001029869-97-000702 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970609 SROS: NONE GROUP MEMBERS: AEW CAPITAL MANAGEMENT, INC. GROUP MEMBERS: AEW CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: AEW HEALTH SCIENCE PROPERTIES CO-INVESTMENT, L.P. GROUP MEMBERS: AEW II CORPORATION GROUP MEMBERS: AEW II, L.P. GROUP MEMBERS: AEW PARTNERS II LP GROUP MEMBERS: PARTNERS II HOLDINGS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDRIA REAL ESTATE EQUITIES INC CENTRAL INDEX KEY: 0001035443 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954502084 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51081 FILM NUMBER: 97621187 BUSINESS ADDRESS: STREET 1: 251 SOUTH LAKE AVENUE STREET 2: SUITE 700 CITY: PASEDENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8185780777 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AEW PARTNERS II LP CENTRAL INDEX KEY: 0000843562 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043031231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ALDRICH EASTMAN & WALTCH STREET 2: 225 FRANKLIN STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172619000 MAIL ADDRESS: STREET 1: 225 FRANKLIN ST CITY: BOSTON STATE: MA ZIP: 02110 SC 13D 1 GOODWIN, PROCTER FORM SC 13D -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response...14.90 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Alexandria Real Estate Equities, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 015271 10 9 ------------------------------------------------------ (CUSIP Number) J. Grant Monahon, Esq. AEW Partners II, L.P. 225 Franklin Street, Suite 2500 Boston, Massachusetts 02110 (617) 261-9000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 28, 1997 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 22 Pages) - ------------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 (12-91) SCHEDULE 13D - ------------------------- --------------------------- |CUSIP NO. 015271 10 9 | | Page 2 of 22 Pages | | ----------- | | --- --- | - ------------------------- --------------------------- |--------|---------------------------------------------------------------------| | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | AEW PARTNERS II, L.P. | |--------|---------------------------------------------------------------------| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] | | | (b) [X] | |--------|---------------------------------------------------------------------| | 3 | SEC USE ONLY | | | | |--------|---------------------------------------------------------------------| | 4 | SOURCE OF FUNDS* | | | PF | |--------|---------------------------------------------------------------------| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] | |--------|---------------------------------------------------------------------| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | |--------|-----------------|--------|------------------------------------------| | | 7 | SHARED VOTING POWER | | | | 402,200 Shares of Common Stock | | NUMBER OF |--------| -----------------------------------------| | SHARES | 8 | SOLE VOTING POWER | | BENEFICIALLY | | 1,257,039 Shares of Common Stock | | OWNED BY ----------------------------------------------------| | EACH | 9 | SHARED DISPOSITIVE POWER | | REPORTING | | 402,200 Shares of Common Stock | | PERSON ----------------------------------------------------| | WITH | 10 | SOLE DISPOSITIVE POWER | | | | 1,257,039 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [X] | | | SHARES* | | | | |--------|---------------------------------------------------------------------| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 16% | |--------|---------------------------------------------------------------------| | 14 | TYPE OF REPORTING PERSON* | | | PN | - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------- --------------------------- |CUSIP NO. 015271 10 9 | | Page 3 of 22 Pages | | ----------- | | --- --- | - ------------------------- --------------------------- |--------|---------------------------------------------------------------------| | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | AEW HEALTH SCIENCE PROPERTIES CO-INVESTMENT, L.P. | |--------|---------------------------------------------------------------------| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] | | | (b) [X] | |--------|---------------------------------------------------------------------| | 3 | SEC USE ONLY | | | | |--------|---------------------------------------------------------------------| | 4 | SOURCE OF FUNDS* | | | PF | |--------|---------------------------------------------------------------------| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] | |--------|---------------------------------------------------------------------| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | |--------|-----------------|--------|------------------------------------------| | | 7 | SHARED VOTING POWER | | | | None | | NUMBER OF |--------| -----------------------------------------| | SHARES | 8 | SOLE VOTING POWER | | BENEFICIALLY | | 402,200 Shares of Common Stock | | OWNED BY ----------------------------------------------------| | EACH | 9 | SHARED DISPOSITIVE POWER | | REPORTING | | None | | PERSON ----------------------------------------------------| | WITH | 10 | SOLE DISPOSITIVE POWER | | | | 402,200 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 402,200 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [X] | | | SHARES* | | | | |--------|---------------------------------------------------------------------| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 16% | |--------|---------------------------------------------------------------------| | 14 | TYPE OF REPORTING PERSON* | | | PN | - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------- --------------------------- |CUSIP NO. 015271 10 9 | | Page 4 of 22 Pages | | ----------- | | --- --- | - ------------------------- --------------------------- |--------|---------------------------------------------------------------------| | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | AEW II, L.P. | |--------|---------------------------------------------------------------------| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] | | | (b) [ ] | |--------|---------------------------------------------------------------------| | 3 | SEC USE ONLY | | | | |--------|---------------------------------------------------------------------| | 4 | SOURCE OF FUNDS* | | | PF | |--------|---------------------------------------------------------------------| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] | |--------|---------------------------------------------------------------------| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | |--------|-----------------|--------|------------------------------------------| | | 7 | SHARED VOTING POWER | | | | 402,200 Shares of Common Stock | | NUMBER OF |--------| -----------------------------------------| | SHARES | 8 | SOLE VOTING POWER | | BENEFICIALLY | | 1,257,039 Shares of Common Stock | | OWNED BY ----------------------------------------------------| | EACH | 9 | SHARED DISPOSITIVE POWER | | REPORTING | | 402,200 Shares of Common Stock | | PERSON ----------------------------------------------------| | WITH | 10 | SOLE DISPOSITIVE POWER | | | | 1,257,039 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] | | | SHARES* | | | | |--------|---------------------------------------------------------------------| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 16% | |--------|---------------------------------------------------------------------| | 14 | TYPE OF REPORTING PERSON* | | | PN | - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------- --------------------------- |CUSIP NO. 015271 10 9 | | Page 5 of 22 Pages | | ----------- | | --- --- | - ------------------------- --------------------------- |--------|---------------------------------------------------------------------| | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | PARTNERS II HOLDINGS, L.P. | |--------|---------------------------------------------------------------------| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] | | | (b) [ ] | |--------|---------------------------------------------------------------------| | 3 | SEC USE ONLY | | | | |--------|---------------------------------------------------------------------| | 4 | SOURCE OF FUNDS* | | | PF | |--------|---------------------------------------------------------------------| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] | |--------|---------------------------------------------------------------------| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | |--------|-----------------|--------|------------------------------------------| | | 7 | SHARED VOTING POWER | | | | None | | NUMBER OF |--------| -----------------------------------------| | SHARES | 8 | SOLE VOTING POWER | | BENEFICIALLY | | 1,659,239 Shares of Common Stock | | OWNED BY ----------------------------------------------------| | EACH | 9 | SHARED DISPOSITIVE POWER | | REPORTING | | None | | PERSON ----------------------------------------------------| | WITH | 10 | SOLE DISPOSITIVE POWER | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] | | | SHARES* | | | | |--------|---------------------------------------------------------------------| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 16% | |--------|---------------------------------------------------------------------| | 14 | TYPE OF REPORTING PERSON* | | | PN | - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------- --------------------------- |CUSIP NO. 015271 10 9 | | Page 6 of 22 Pages | | ----------- | | --- --- | - ------------------------- --------------------------- |--------|---------------------------------------------------------------------| | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | AEW II CORPORATION | |--------|---------------------------------------------------------------------| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] | | | (b) [ ] | |--------|---------------------------------------------------------------------| | 3 | SEC USE ONLY | | | | |--------|---------------------------------------------------------------------| | 4 | SOURCE OF FUNDS* | | | PF | |--------|---------------------------------------------------------------------| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] | |--------|---------------------------------------------------------------------| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Massachusetts | |--------|-----------------|--------|------------------------------------------| | | 7 | SHARED VOTING POWER | | | | None | | NUMBER OF |--------| -----------------------------------------| | SHARES | 8 | SOLE VOTING POWER | | BENEFICIALLY | | 1,659,239 Shares of Common Stock | | OWNED BY ----------------------------------------------------| | EACH | 9 | SHARED DISPOSITIVE POWER | | REPORTING | | None | | PERSON ----------------------------------------------------| | WITH | 10 | SOLE DISPOSITIVE POWER | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] | | | SHARES* | | | | |--------|---------------------------------------------------------------------| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 16% | |--------|---------------------------------------------------------------------| | 14 | TYPE OF REPORTING PERSON* | | | CO | - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------- --------------------------- |CUSIP NO. 015271 10 9 | | Page 7 of 22 Pages | | ----------- | | --- --- | - ------------------------- --------------------------- |--------|---------------------------------------------------------------------| | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | AEW CAPITAL MANAGEMENT, L.P. | |--------|---------------------------------------------------------------------| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] | | | (b) [ ] | |--------|---------------------------------------------------------------------| | 3 | SEC USE ONLY | | | | |--------|---------------------------------------------------------------------| | 4 | SOURCE OF FUNDS* | | | PF | |--------|---------------------------------------------------------------------| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] | |--------|---------------------------------------------------------------------| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | |--------|-----------------|--------|------------------------------------------| | | 7 | SHARED VOTING POWER | | | | None | | NUMBER OF |--------| -----------------------------------------| | SHARES | 8 | SOLE VOTING POWER | | BENEFICIALLY | | 1,659,239 Shares of Common Stock | | OWNED BY ----------------------------------------------------| | EACH | 9 | SHARED DISPOSITIVE POWER | | REPORTING | | None | | PERSON ----------------------------------------------------| | WITH | 10 | SOLE DISPOSITIVE POWER | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] | | | SHARES* | | | | |--------|---------------------------------------------------------------------| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 16% | |--------|---------------------------------------------------------------------| | 14 | TYPE OF REPORTING PERSON* | | | PN | - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - ------------------------- --------------------------- |CUSIP NO. 015271 10 9 | | Page 8 of 22 Pages | | ----------- | | --- --- | - ------------------------- --------------------------- |--------|---------------------------------------------------------------------| | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | AEW CAPITAL MANAGEMENT, INC. | |--------|---------------------------------------------------------------------| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] | | | (b) [ ] | |--------|---------------------------------------------------------------------| | 3 | SEC USE ONLY | | | | |--------|---------------------------------------------------------------------| | 4 | SOURCE OF FUNDS* | | | PF | |--------|---------------------------------------------------------------------| | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | | | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] | |--------|---------------------------------------------------------------------| | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Massachusetts | |--------|-----------------|--------|------------------------------------------| | | 7 | SHARED VOTING POWER | | | | None | | NUMBER OF |--------| -----------------------------------------| | SHARES | 8 | SOLE VOTING POWER | | BENEFICIALLY | | 1,659,239 Shares of Common Stock | | OWNED BY ----------------------------------------------------| | EACH | 9 | SHARED DISPOSITIVE POWER | | REPORTING | | None | | PERSON ----------------------------------------------------| | WITH | 10 | SOLE DISPOSITIVE POWER | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 1,659,239 Shares of Common Stock | |--------|---------------------------------------------------------------------| | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] | | | SHARES* | | | | |--------|---------------------------------------------------------------------| | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | 16% | |--------|---------------------------------------------------------------------| | 14 | TYPE OF REPORTING PERSON* | | | CO | - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer. - ------- ------------------- The class of equity securities to which this statement relates is the common stock (the "Common Stock" or the "Securities") of Alexandria Real Estate Equities, Inc. (the "Issuer" or the "Company"), whose principal executive offices are located at 251 South Lake Avenue, Suite 700, Pasadena, California 91101. Item 2. Identity and Background. - ------- ------------------------ (a), (b), (c) and (f) AEW Partners II, L.P., a Delaware limited partnership ("Partners II") and AEW Health Science Properties Co-Investment, L.P., a Delaware limited partnership ("AEW HSP") are each the direct holder of certain of the Securities that are the subject of this Schedule 13D. Partners II and AEW HSP were formed for the purpose of acquiring, holding, disposing of, managing, selling, exchanging and otherwise dealing in interests in operating companies (including real estate operating companies) and real estate and other assets. This statement is being filed by the Reporting Persons (as such term is defined below) relating to the Securities. In addition to holding certain of the Securities directly, Partners II is a general partner of AEW HSP. AEW II, L.P., a Delaware limited partnership ("AEW II LP"), is the general partner of Partners II and was formed for, among other things, such purpose. Partners II Holdings, L.P., a Delaware limited partnership ("Partners II Holdings"), is the general partner of AEW II LP and a general partner of AEW HSP and was formed for, among other things, such purposes. AEW II Corporation, a Massachusetts corporation ("AEW II Corp"), is the general partner of Partners II Holdings and was formed for, among other things, such purpose. AEW Capital Management, L.P., a Delaware limited partnership ("AEW CMLP"), is a registered investment advisor and is an investment advisor to Partners II as well as the controlling shareholder of AEW II Corp and the general partner of Partners II Employee Holdings, L.P., a Delaware limited partnership, which is the limited partner of Partners II Holdings, and was formed for, among other things, such purposes. AEW Capital Management, Inc., a Massachusetts corporation ("AEW CMI"), is the general partner of AEW CMLP and was formed for, among other things, such purpose. Partners II, AEW HSP, AEW II LP, Partners II Holdings, AEW II Corp, AEW CMLP and AEW CMI are referred to herein as the "Reporting Persons." The principal office and principal business address of each of the Reporting Persons is c/o AEW Capital Management, 225 Franklin Street, Boston, MA 02110. The name, citizenship, address and principal occupation of each director and executive officer of AEW II Corp and AEW CMI are set forth on Schedule A hereto. (d) and (e) To the Reporting Persons' knowledge, none of the Reporting Persons nor any of the persons listed on Schedule A to this Schedule 13D, has, during the last five years, been Page 9 of 22 convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. - ------- -------------------------------------------------- Prior to May 28, 1997, Partners II held 20,834 shares of Series V Preferred Stock of the Issuer and AEW HSP held 6,666 shares of Series V Preferred Stock of the Issuer. Of the 27,500 aggregate shares of Series V Preferred Stock, 16,000 shares were acquired by Partners II on September 9, 1996 for cash in the amount of $16,000,0000, 6,000 shares were acquired by Partners II on October 16, 1996 for cash in the amount of $6,000,000 and 5,500 were acquired by Partners II on December 10, 1996 for cash in the amount of $5,500,000. On February 26, 1997, Partners II sold and transferred 6,666 shares of the Issuer's Series V Preferred Stock to AEW HSP for cash consideration in the amount of $6,700,982.38. Partners II and AEW HSP each used funds invested by their respective limited partners in order to purchase the Series V Preferred Stock and did not borrow any funds in connection with their respective acquisitions. On May 28, 1997 (in connection with the initial public offering of the Issuer's Common Stock), the 27,500 shares of the Issuer's Series V Preferred Stock held by Partners II and AEW HSP were converted into 1,659,239 shares of the Issuer's Common Stock, of which 1,257,039 shares are owned by Partners II and 402,200 are owned by AEW HSP. No additional consideration was required in connection with the conversion of the Series V Preferred Stock of the Issuer into Common Stock of the Issuer. Item 4. Purpose of Transaction. - ------- ----------------------- Partners II's and AEW HSP's purpose in purchasing the Series V Preferred Stock and converting the Series V Preferred Stock into Common Stock was to acquire an equity interest in the Company in pursuit of the investment objectives of Partners II and AEW HSP. Partners II and AEW HSP hold the Securities for investment purposes. Partners II and AEW HSP, respectively, intend to review continuously the equity position of Partners II and AEW HSP in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, either Partners II or AEW HSP may determine to increase or decrease the equity interest in the Company by acquiring additional shares of Common Stock, or by disposing of all or a portion of the shares of Common Stock. Page 10 of 22 Except as described in this Schedule 13D, none of the Reporting Persons has any present plan or proposal which relates to or would result in: (a) the acquisition of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in the inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------- (a) As of the date hereof, Partners II owns an aggregate of 1,257,039 shares of the Issuer's Common Stock and AEW HSP owns an aggregate of 402,200 shares of the Issuer's Common Stock, representing, respectively, approximately 12% and 4% (or an aggregate of approximately 16%) of the 10,392,131 shares of the Issuer's Common Stock believed to be outstanding. Page 11 of 22 To the best knowledge of the Reporting Persons, as of the date hereof, none of the Reporting Persons, nor any officer or director of AEW II Corp or AEW CMI beneficially owned any other shares of Common Stock of the Issuer. Partners II has an agreement with its limited partners whereby, subject to certain limitations, such limited partners are offered the opportunity to invest, through a co-investment vehicle, in any entity in which an investment is made by Partners II. In the case of the securities of the Issuer, such co-investment by the limited partners of Partners II was made through AEW HSP. Partners II may be deemed to be in a group with AEW HSP, but disclaims beneficial ownership of the securities owned by AEW HSP (other than any securities beneficially owned by Partners II in its capacity as a general partner of AEW HSP) for purposes of Section 13 of the Exchange Act, Section 16 of the Exchange Act or for any other purpose. Pursuant to a Stockholders Agreement dated as of September 9, 1996 (the "Stockholders Agreement") by and among the Issuer, Health Science Properties Holding Corporation, a Maryland corporation ("HSP Holding") and Partners II, HSP Holding has agreed to vote its shares of the Issuer's Common Stock to elect directors of the Issuer nominated by Partners II. The Stockholders Agreement is described more fully in Item 6. Partners II may be deemed to be in a group with HSP Holding, but disclaims beneficial ownership of the securities owned by HSP Holding for purposes of Section 13 of the Exchange Act, Section 16 of the Exchange Act or for any other purpose. (b) (i) AEW HSP has the sole power to direct the voting and disposition of the 402,200 shares of Common Stock held by it. (ii) As general partners of AEW HSP, Partners II and Partners II Holding are deemed to have shared power to direct the voting and disposition of the 402,200 shares of Common Stock held by AEW HSP. In addition, Partners II has the sole power to direct the voting and disposition of the 1,257,039 shares of Common Stock held by it. (iii) As general partner of Partners II, AEW II LP is deemed to have the sole power to direct the voting and disposition of the 1,257,039 shares of Common Stock held by Partners II and shared power to direct the voting and disposition of the 402,200 shares of Common Stock held by AEW HSP. (iv) As general partner of AEW II LP, Partners II Holding is deemed to have the sole power to direct the voting and disposition of the 1,257,039 shares of Common Stock held by Partners II and the sole power to direct the voting and disposition of the 402,200 shares of Common Stock held by AEW HSP. Page 12 of 22 (v) As general partner of Partners II Holding, AEW II Corp is deemed to have the sole power to direct the voting and disposition of the 1,257,039 shares of Common Stock held by Partners II and the sole power to direct the voting and disposition of the 402,200 shares of Common Stock held by AEW HSP. (vi) As controlling stockholder of AEW II Corp, AEW CMLP is deemed to have the sole power to direct the voting and disposition of the 1,257,039 shares of Common Stock held by Partners II and the sole power to direct the voting and disposition of the 402,200 shares of Common Stock held by AEW HSP. (vii) As general partner of AEW CMLP, AEW CMI is deemed to have the sole power to direct the voting and disposition of the 1,257,039 shares of Common Stock held by Partners II and the sole power to direct the voting and disposition of the 402,200 shares of Common Stock held by AEW HSP. (c) To the best knowledge of the Reporting Persons, none of the Reporting Persons nor any officer or director of AEW II Corp or AEW CMI has effected any transactions in the Series V Preferred Stock of the Issuer or the Common Stock during the past 60 days, with the exception of the conversion of the shares of Issuer's Series V Preferred Stock into shares of the Issuer's Common Stock in accordance with the terms of the conversion as set forth in the charter of the Issuer and as described in Item 3 above. (d) Not applicable. (e) Not applicable. Page 13 of 22 Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to - ------- ----------------------------------------------------------------------- Securities of the Issuer. ------------------------- On May 27, 1997, Partners II and AEW HSP each executed a lock up agreement with Paine Webber Incorporated and certain other representatives of the Issuer's underwriters whereby Partners II and AEW HSP each agreed not to sell any Common Stock held by Partners II and AEW HSP, respectively, for a period of 360 days from the effective date of the Issuer's registration statement relating to its initial public offering of its Common Stock. The Issuer is a real estate investment trust and the amount of its shares that can be owned by a person are limited to 9.8% of the outstanding shares of the Issuer's Common Stock subject to adjustment and certain exceptions. The Board of Directors approved an exception for Partners II and AEW HSP and has permitted Partners II and AEW HSP to own, in the aggregate, up to 16% of the outstanding shares of the Issuer's Common Stock, subject to certain adjustments. Accordingly, if either Partners II or AEW HSP desired to acquire any additional stock of the Issuer, such entity would need to obtain the approval of the Issuer's Board of Directors. Pursuant to the Stockholders Agreement, Partners II has the right (i) to include two nominees on the ballot for the election of directors of the Issuer, and one nominee on the ballot for the election of directors of ARE-QRS Corp., a Maryland corporation, a wholly owned subsidiary of the Issuer ("Subsidiary"), so long as Partners II and AEW HSP owns, in the aggregate, Common Stock representing more than 15% of the voting securities of the Issuer and (ii) to include one nominee on the ballot for the election of directors of the Issuer so long as Partners II and AEW HSP owns Common Stock, in the aggregate, representing more than 7% of the voting securities of the Issuer. HSP Holding, the holder of approximately 17% of the issued and outstanding shares of Common Stock of the Issuer, has agreed pursuant to the Stockholders Agreement, to vote its shares of the Issuer's Common Stock for such nominees included on the ballot for the election of directors of the Issuer and the Issuer has agreed to take all actions necessary to cause the election of the nominee at Subsidiary. The Stockholders Agreement is attached hereto as an Exhibit. No directors designated by Partners II currently serve on the Board of Directors of the Issuer or Subsidiary pursuant to the arrangement described above, although Partners II may, at its discretion, exercise its right to include nominees on the ballots in the future. If, at any time, Partner II's and AEW HSP's ownership of the Issuer's Common Stock, in the aggregate, represents less than 15% of the voting securities of the Company, within 10 days of such decrease in ownership, Partners II has agreed to cause one director elected or nominated by it to resign from the Issuer's Board of Directors and all committees thereof and from the board of directors of Subsidiary and all committees thereof. Upon Partner II's and AEW HSP's ownership of the Issuer's Common Stock decreasing to less than 7% of the outstanding voting securities of the Issuer, within 10 days of such decrease in ownership, Partners II shall cause all directors Page 14 of 22 nominated by it pursuant to this arrangement to resign from the Issuer's Board of Directors and all committees thereof. In addition, in connection with the transfer of shares of the Series V Preferred Stock of the Issuer by Partners II to AEW HSP on February 26, 1997, Partners II and AEW HSP agreed so long as Partners II is permitted to include two nominees on the ballot for the election of directors of the Issuer pursuant to the Stockholders Agreement, Partners II shall nominate one person nominated by AEW HSP. In the event Partners II is permitted to include only one nominee on the ballot for the election of the directors of the Issuer, such nominee shall be the nominee of Partners II. The agreement between Partners II and AEW HSP is attached as an Exhibit. Item 7. Material to be Filed as Exhibits. - ------- --------------------------------- 7(a) Stockholders Agreement dated as of September 9, 1996 by and among the Issuer, HSP Holding and Partners II. 7(b) Agreement Regarding Stock Transfer and Exercise of Rights dated February 26, 1997 by and between Partners II and AEW HSP. 7(c) Joint Filing Agreement Page 15 of 22 SIGNATURE After due inquiry, to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: June 5, 1997 AEW PARTNERS II, L.P. By: AEW II, L.P., its general partner By: PARTNERS II HOLDINGS, L.P., its general partner By: AEW II CORPORATION, its general partner By: /s/ J. Grant Monahon ---------------------------- AEW HEALTH SCIENCE PROPERTIES CO-INVESTMENT, L.P. By: AEW PARTNERS II, L.P., a general partner By: AEW II, L.P., its general partner By: PARTNERS II HOLDINGS, L.P., its general partner By: AEW II CORPORATION, its general partner By: /s/ J. Grant Monahon ---------------------- Page 16 of 22 (SIGNATURES CONTINUED) AEW II, L.P. By: PARTNERS II HOLDINGS, L.P., its general partner By: AEW II CORPORATION, its general partner By: /s/ J. Grant Monahon ------------------------- PARTNERS II HOLDINGS, L.P., By: AEW II CORPORATION, its general partner By: /s/ J. Grant Monahon ------------------------------- AEW II CORPORATION By: /s/ J. Grant Monahon ------------------------------ Page 17 of 22 (SIGNATURES CONTINUED) AEW CAPITAL MANAGEMENT, L.P. By: AEW CAPITAL MANAGEMENT, INC., its general partner By: /s/ James J. Finnegan ---------------------------- AEW CAPITAL MANAGEMENT, INC. By: /s/ James J. Finnegan ---------------------------- Page 18 of 22 Schedule A ---------- The following is a list of all persons who serve as an officer or director of AEW II Corporation ("AEW II Corp") or AEW Capital Management, Inc. ("AEW CMI") Each of such persons is a U.S. citizen.
Name Occupation Business Address - ---- ---------- ---------------- Joseph F. Azrack, Investment advisor 225 Franklin Street Director and President, Boston, Massachusetts 02110 AEW CMI Joseph W. O'Connor, Investment advisor 225 Franklin Street Director, AEW CMI Boston, Massachusetts 02110 Peter S. Voss, Investment manager 225 Franklin Street Director, AEW CMI Boston, Massachusetts 02110 David D. Puyear, Accountant 225 Franklin Street Treasurer, AEW CMI Boston, Massachusetts 02110 J. Grant Monahon, Attorney 225 Franklin Street Director, AEW II Corp Boston, Massachusetts 02110 Vice President and Secretary, AEW CMI and AEW II Corp Robert G. Gifford, Portfolio manager 225 Franklin Street Director and President, Boston, Massachusetts 02110 AEW II Corp Thomas K. Albert, Asset Manager 225 Franklin Street Director and Vice President, Boston, Massachusetts 02110 AEW II Corp Karen J. Lagerlund, Accountant 225 Franklin Street Treasurer, AEW II Corp Boston, Massachusetts 02110 Page 19 of 22
EX-7.(A) 2 STOCKHOLDERS AGREEMENT Exhibit 7(a) EXECUTION VERSION ================================================================================ STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 9, 1996 BY AND AMONG HEALTH SCIENCE PROPERTIES, INC. HEALTH SCIENCE PROPERTIES HOLDING CORPORATION AND AEW PARTNERS II, L.P. ================================================================================
TABLE OF CONTENTS Page BACKGROUND.................................................................................... 1 1. Sales By Stockholder........................................................ 1 1.1 Tag-Along Rights................................................... 1 1.2 Investor's Exercise of Tag-Along Rights. ......................... 2 1.3 Consummation of Sale by Investor................................... 2 1.4 Subsequent Offerings............................................... 3 1.5 Exclusions to Tag-Along Rights..................................... 3 1.6 Non-Exercise of Tag-Along Rights................................... 3 2. Rights Upon Non-Conforming Transfers........................................ 3 2.1 Non-Conforming Transfers........................................... 3 3. Bring-Along Rights.......................................................... 4 3.1 Exercise of Rights................................................. 4 3.2 Price and Terms of Sale............................................ 4 3.3 No Encumbrances.................................................... 5 4. Election of Directors....................................................... 5 4.1 Directors of the Company........................................... 5 4.2 Directors of Subsidiary............................................ 5 4.3 Further Assurances................................................. 5 4.4 Resignation........................................................ 5 5. Legended Certificates....................................................... 6 5.1 Legend............................................................. 6 5.2 Removal of Legend.................................................. 6 5.3 Notation in Stock Transfer Records................................. 6 5.4 Transferees' Execution of Stockholders Agreement................... 7 6. Representations and Warranties.............................................. 7 6.1 Representations and Warranties of Stockholder...................... 7 6.2 Representations and Warranties of the Company...................... 7 6.3 Representations and Warranties of Investor......................... 8 7. Miscellaneous............................................................... 9 7.1 Termination........................................................ 9 7.2 Notices............................................................ 10 7.3 Costs of Enforcement............................................... 10 7.4 Successors and Assigns............................................. 10 7.5 Governing Law...................................................... 11 7.6 Execution in Counterparts.......................................... 11 7.7 Incorporation of Exhibits and Schedules by Reference............... 11 7.8 Entire Agreement; Amendment........................................ 11 7.9 Binding Effect..................................................... 11 7.10 Further Assurances................................................. 11
-i- STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT (the "Agreement") is entered into as of this 9th day of September, 1996 by and among HEALTH SCIENCE PROPERTIES, INC., a Maryland corporation (the "Company"), HEALTH SCIENCE PROPERTIES HOLDING CORPORATION, a Maryland corporation, the undersigned holder of Common Stock, par value $.01 per share, of the Company ("Common Stock") ("Parent" or "Stockholder") and AEW PARTNERS II, L.P., a Delaware limited partnership ("Investor"). All capitalized terms not otherwise defined herein shall have the meaning given such term in the Series V Convertible Preferred Stock Purchase Agreement, dated September 9, 1996, between the Company and the Investor (the "Investor Stock Purchase Agreement"). BACKGROUND A. Concurrently herewith, the Investor is acquiring from the Company shares of Series V Convertible Preferred Stock of the Company (the "Series V Preferred Stock") on the terms and conditions set forth in the Investor Stock Purchase Agreement. B. The Investor has required as a condition to the purchase of the Series V Preferred Stock that the Company and the Parent enter into this Agreement. C. The Company and the Stockholder wish to induce the Investor to purchase the Series V Preferred Stock by offering the Investor the opportunity to participate, upon the terms and conditions set forth in this Agreement, in certain sales of the Common Stock made by the Stockholder and the opportunity to effect a sale of the Company upon the occurrence of certain conditions. ACCORDINGLY, THE COMPANY, THE INVESTOR AND STOCKHOLDER HEREBY AGREE AS FOLLOWS: 1. Sales By Stockholder. --------------------- 1.1 Tag-Along Rights. Prior to the effective date of a registration statement filed by the Company under the Securities Act of 1933, as amended (the "Act"), Stockholder will not transfer any shares of any class of the Common Stock now owned or hereafter acquired by such Stockholder, except as specifically provided in this Agreement. Should Stockholder receive one or more written bona fide offers (each, a "Purchase Offer") to purchase or acquire any of the shares of the Common Stock of the Company of which such Stockholder is then the owner, and should such Stockholder accept or determine to accept such Purchase Offer, then such Stockholder promptly (but not later than five Business Days after receiving such offer) shall give written notice (the "Purchase Notice") to the Company and the Investor of the material terms and conditions of such Purchase Offer, -1- including the proposed date of consummation of sale, which shall be no earlier than 20 Business Days after receipt by the Company and the Investor of the Purchase Notice. 1.2 Investor's Exercise of Tag-Along Rights. If the Investor, within five Business Days after receipt of the Purchase Notice, delivers written notice (the "Acceptance Notice") to the Stockholder and the Company of the Investor's election to participate in such Stockholder's sale of Common Stock pursuant to the specified terms and conditions of such Purchase Offer, then the Stockholder shall reduce the number of shares of Common Stock which such Stockholder may sell pursuant to such Purchase Offer by the number determined pursuant to paragraph (i) below and shall make any arrangements necessary to include such number of shares owned by the Investor in the purchase or acquisition referred to in the Purchase Notice. The right of participation of the Investor shall be subject to the following terms and conditions: (i) The Stockholder shall include in its sale pursuant to the Purchase Notice that number of shares owned by the Investor that is equal to the product obtained by multiplying (a) the aggregate number of shares of Common Stock covered by the Purchase Offer by (b) a fraction, the numerator of which is the number of shares of Common Stock into which the shares of Series V Preferred Stock owned by the Investor would be converted pursuant to the Company's Charter, including any adjustments under the terms of the Charter (an "As Converted Basis"), and the denominator of which is the sum of shares of Common Stock (a) that are or could be owned on an As Converted Basis at the time by the Investor, (b) that are then owned by such selling Stockholder and (c) that are then owned by all others exercising rights of co-sale in connection with such Purchase Offer. (ii) Before consummation of the sale, the Investor shall deliver to such selling Stockholder one or more certificates free and clear of all liens and encumbrances, properly endorsed for transfer, which represent (a) the number of shares of Common Stock which the Investor elects to sell pursuant to this Section 1.2 or (b) the number of shares of Series V Preferred Stock which is at such time convertible into the number of shares of Common Stock which the Investor elects to sell pursuant to this Section 1.2; provided, however, that if the purchase offeror objects to the delivery of Series V Preferred Stock in lieu of Common Stock, the Investor may, in accordance with the Charter, convert into Common Stock up to that number of shares of Series V Preferred Stock which is at such time convertible into the number of shares of Common Stock which Investor elects to sell pursuant to this Section 1.2, which exercise will be deemed to occur simultaneously with, and only upon, the closing of such sale to the purchase offeror in accordance with Section 1.3 below. Should the Investor elect such contingent exercise, the Company will use its reasonable best efforts to provide representative Common Stock share certificates representing such shares at such closing. 1.3 Consummation of Sale by Investor. The delivery of the stock certificate by such Stockholder to the purchase offeror in consummation of the sale of the Common Stock pursuant to the terms and conditions specified in the Purchase Notice to the -2- Investor, and the payment by the purchase offeror to the Investor and such Stockholder of that portion of the consideration to which the Investor and such Stockholder are respectively entitled by reason of their participation in such sale shall occur simultaneously at a closing at the principal office of the Company, or such place as the selling and purchasing parties may agree, at a time and at a date mutually agreeable to all of the selling and purchasing parties. 1.4 Subsequent Offerings. The exercise or nonexercise of the rights of the Investor hereunder to participate in one or more sales of Common Stock made by any Stockholder shall not affect adversely the rights of the Investor to participate in subsequent Common Stock sales by such Stockholder or any other stockholder. 1.5 Exclusions to Tag-Along Rights. The participation rights of the Investor shall not pertain or apply to (i) any sale pursuant to a registration statement under the Act, (ii) any subsequent transfer by transferees acquiring shares in a transaction in connection with which the Investor had co-sale rights hereunder, (iii) any sales or transfers of Common Stock or securities convertible into Common Stock to an affiliate (as defined in Rule 12b under the Securities Exchange Act of 1934) of any Stockholder, or (iv) any sales or transfers by a Stockholder who is a natural person to (x) such Stockholder's Immediate Family, or (y) a trust for the benefit of a Stockholder's Immediate Family; provided that in the case of a sale or transfer pursuant to clause (iii) or (iv) above, such pledgee or transferee shall furnish the Investor with a written agreement to be bound by and to comply with all provisions of this Agreement applicable to such Stockholder. For purposes of this Agreement "Immediate Family" shall mean a stockholder's siblings, spouse, ancestors and descendants. 1.6 Non-Exercise of Tag-Along Rights. If the Investor does not deliver the Acceptance Notice or does not otherwise exercise its rights as contemplated by Section 1.2, then the Stockholder shall be free, for period of 90 days, to sell up to the number of shares specified in the Purchase Notice at a price no greater than the price set forth in the Purchase Notice and on terms not materially more favorable to such Stockholder than those set forth herein. 2. Rights Upon Non-Conforming Transfers. ------------------------------------- 2.1 Non-Conforming Transfers. In the event any Stockholder should sell any Common Stock in contravention of the participation rights of the Investor under this Agreement (a "Non-Conforming Transfer"), the Investor shall have the option to sell to such Stockholder a number of shares of Common Stock (or shares of Series V Preferred Stock convertible into such Common Stock) equal to the number of shares the Investor should have been able to sell in connection with the sale by such Stockholder on the following terms and conditions: -3- (i) The price per share which the shares of Common Stock are to be sold to such Stockholder shall be equal to the price per share paid to such Stockholder by the third-party purchasers of such Stockholder's Common Stock; (ii) The Investor shall deliver to such Stockholder, within sixty days after receiving notice from such Stockholder or otherwise becoming aware of the NonConforming Transfer, the certificate or certificates free and clear of all liens and encumbrances representing shares to be sold, each certificate being properly endorsed for transfer; (iii) Such Stockholder, upon receipt of the share certificates delivered pursuant to Section 2.1(ii) above, promptly shall pay in cash (regardless of the form of consideration paid to such Stockholder by the third-party purchaser), the aggregate Section 2.1 purchase price therefor, and shall reimburse the Investor for any out-of-pocket additional expenses, including reasonable legal fees and expenses, reasonably incurred in effecting such purchase and resale. 3. Bring-Along Rights. ------------------- 3.1 Exercise of Rights. If the Company has insufficient cash (and insufficient access to funds) to fully redeem all shares owned by Investor and required to be redeemed following a "Trigger Event" (as defined in the Company's Charter) and at least $1,000,000 is owed but unpaid by the Company to Investor in connection with such required redemption, then, in connection with any transaction or series of transactions, other than a transfer to an Affiliate of Investor, involving the sale or other transfer of beneficial ownership of 80% or more of the number of shares of Common Stock or Series V Preferred Stock held by Investor ("Investor Shares"), upon giving 30-days written notice thereof to the other Stockholders (the "Noninitiating Stockholders"), each Noninitiating Stockholder shall tender for transfer that number of shares owned by such Noninitiating Stockholder which is determined by multiplying the total number of shares owned by such Noninitiating Stockholder by a fraction, the numerator of which is the aggregate number of Investors Shares actually to be transferred in the proposed transaction and the denominator of which is the aggregate number of Investor Shares (as calculated immediately prior to such Proposed Transaction). 3.2 Price and Terms of Sale. Any such participation by the Noninitiating Stockholder shall be at the same price per share (in form and amount) applicable to the sale of Investor Shares and otherwise shall be on the same terms and conditions (including any with respect to deferral of payment in whole or in part and any option as to the form and amount of consideration to be received) as are applicable to Investor; provided, that the Noninitiating Stockholders shall not be required to (a) make any representation or warranty to any person in connection with such transaction other than as to (i) good title and the absence of liens and encumbrances with respect to such Noninitiating Stockholder's shares, (ii) the corporate or other existence of such Noninitiating Stockholder and (iii) the authority -4- for and the validity and binding effect of, and the absence of any conflicts under the charter documents and material agreements of such Noninitiating Stockholder as to, any agreements entered into by such Noninitiating Stockholder in connection with such sale or (b) provide any indemnities in connection with such transaction except for a breach of the above representations and warranties. 3.3 No Encumbrances. Stockholder shall deliver certificates representing such Stockholder's Shares free and clear of all liens or encumbrances (other than this Agreement) in connection with disposition pursuant to Section 3.1. 4. Election of Directors. ---------------------- 4.1 Directors of the Company. The parties acknowledge that the holders of Series V Preferred Stock have a right to elect directors as set forth in the Company's charter and desire to provide rights to the Investor in the event all Series V Preferred Stock is converted to Common Stock. Accordingly, as long as the Investor owns Common Stock representing more than 15% of the outstanding Voting Securities the Investor shall be entitled to include two nominees on the Company management slate of directors, and as long as the Investor owns Common Stock representing more than 7% of the Voting Securities, the Investor shall be entitled to include one nominee on the Company management slate of directors. At all meetings of stockholders of the Company at which directors are to be elected and in all actions by written consent to elect such directors, the Stockholders and the Investor will vote their Common Stock, or give their proxy to vote their Common Stock, for the nominees on the management slate of directors recommended to the stockholders. This is intended to be a power coupled with an interest and to constitute an irrevocable proxy. 4.2 Directors of Subsidiary. As long as the Investor owns Series V Preferred Stock or Common Stock issued upon conversion thereof representing more than 15% of the outstanding Voting Securities the Investor shall be entitled to include one nominee on the Board of Directors of Subsidiary. The Company, as the sole stockholder of Subsidiary, shall take all actions necessary to cause the election of such nominee. 4.3 Further Assurances. The parties agree to take appropriate action, if necessary, to comply with the requirements of the Maryland General Corporation Law to make the provisions set forth at Sections 4.1 and 4.2 valid and enforceable, including without limitation, to enter into a voting trust agreement. For purposes of this Agreement, "Voting Securities" shall mean: (1) the outstanding shares of Common Stock and (ii) securities of the Company convertible into or exchangeable for such securities, in all cases determined on an As Converted Basis. 4.4 Resignation. No later than 10 days following the date on which the Investor owns Common Stock issued or issuable upon conversion of Series V Preferred Stock representing less than 15% of the outstanding Voting Securities, the Investor shall cause one director elected or nominated by it to resign from the Company's board of directors and all -5- committees thereof and from the Subsidiary's board of directors and all committees thereof, and such vacancies shall be filled in accordance with the bylaws of the Company and the Subsidiary, as the case may be. No later than 10 days following the date on which the Investor owns Common Stock issued or issuable upon conversion of Series V Preferred Stock representing less than 7% of the outstanding Voting Securities, the Investor shall cause all directors elected or nominated by it to resign from the Company's board of directors and all committees thereof and for the Subsidiary's board of directors and all committees thereof, and such vacancies shall be filled in accordance with the bylaws of the Company and the Subsidiary, as the case may be. 5. Legended Certificates. ---------------------- 5.1 Legend. Each certificate representing shares of the Common Stock or Preferred Stock of the Company now or hereafter owned by Stockholder shall be endorsed with substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AGREEMENT, A TAG-ALONG RIGHT AND A BRING-ALONG RIGHT WHICH MAY REQUIRE DISPOSITION OF THE SECURITIES UNDER CIRCUMSTANCES AND ON THE TERMS AND CONDITIONS SET FORTH IN A STOCKHOLDERS AGREEMENT DATED SEPTEMBER 9, 1996 BY AND AMONG THE HOLDER HEREOF, THE OTHER STOCKHOLDERS NAMED THEREIN, THE CORPORATION AND AEW PARTNERS II, L.P., A COPY OF WHICH IS ON FILE WITH THE OFFICE OF THE SECRETARY OF THE COMPANY. NO TRANSFER OF THE CORPORATION'S COMMON STOCK WILL BE MADE ON THE CORPORATION'S BOOKS UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH STOCKHOLDERS AGREEMENT, A COPY OF WHICH AGREEMENT MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION. 5.2 Removal of Legend. The legend described in Section 5.1 above shall be removed upon termination of this Agreement in accordance with the provisions of Section 7.1. 5.3 Notation in Stock Transfer Records. The Company shall make appropriate notation in its stock transfer records of the restriction on transfer provided for in this Agreement. -6- 5.4 Transferees' Execution of Stockholders Agreement. As a condition to any transfer of shares of Common Stock, securities convertible into Common Stock or options exercisable for Common Stock by Stockholder (other than a transfer described in Section 1.5(i) or (ii)), the Company and Stockholder shall cause the transferee of such securities to enter into a counterpart of this Agreement (and if such transferee is a natural person, shall cause such transferee's spouse, if any, to (x) become a party hereto or (y) consent in writing to this Agreement and acknowledge in writing that such spouse has no community property interest in such securities), and any certificates representing such shares of Common Stock or the shares of Common Stock issuable upon the conversion of such convertible securities or the exercise of such options, shall be endorsed with the legend provided for in Section 5.1. 6. Representations and Warranties. ------------------------------- 6.1 Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to the Company and Investor that: 6.1.1 No Conflicts. The execution, delivery and performance of this Agreement by such Stockholder will not result in the violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of the Stockholder's Charter or Bylaws; (ii) any provision of any judgment, decree or order to which the Stockholder is a party or by which it is bound, (iii) any material contract, obligation or commitment to which such Stockholder is a party or by which it is bound; or (iv) to the Stockholder's knowledge, any statute, rule or governmental regulation applicable to the Stockholder. 6.1.2 Enforceability. Assuming the execution and delivery by the Company and the Investor, this Agreement constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject as to enforcement (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights and (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law. 6.1.3 Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state or local governmental authority in the United States or any other person or entity (which has not been obtained) on the part of such Stockholder is required in connection with such Stockholder's valid execution and delivery of this Agreement other than those which have been or will be obtained prior to such execution and delivery and those required under federal and state securities laws. 6.2 Representations and Warranties of the Company. The Company hereby represents and warrants to the Stockholder and Investor that: -7- 6.2.1 No Conflicts With Other Instruments. The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (i) any provision of the Company's Charter or Bylaws; (ii) any provision of any judgment, decree or order to which the Company is a party or by which it is bound; (iii) any material contract, obligation or commitment to which the Company is a party or which it is bound; or (iv) to the Company's knowledge, any statute, rule or governmental regulation applicable to the Company. 6.2.2 Enforceability. Assuming due execution and delivery by the Stockholder and Investor, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors' rights, and (ii) to general principles of equity, whether such enforcement is considered in a proceeding an equity or a law. 6.2.3 Authorization. All corporate action on the part of the Company, necessary for the authorization, execution, delivery and performance of all obligations under this Agreement has been taken. 6.2.4 Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration, or filing with any federal, state or local governmental authority in the United States, or any other person or entity (which has not been obtained) on the part of the Company as required in connection with the Company's valid execution and delivery of this Agreement other than those which have been or will be obtained prior to such execution and delivery and those required under federal and state securities laws. 6.2.5 Ownership of Outstanding Securities. The Stockholder owns substantially all of the outstanding equity securities issued by the Company, including all securities (other than stock options granted to employees and non-employee directors of the Company and Series U Preferred Stock and Series T Preferred Stock) convertible into equity securities other than the Series V Preferred Stock. 6.3 Representations and Warranties of Investor. Investor hereby represents and warrants to the Stockholders and the Company that: 6.3.1 No Conflicts. The execution, delivery and performance of the Agreement by Investor will not result in the violation or be in conflict or constitute default under with or without the passage of time or the giving of notice, (i) any provision of the Investor's Limited Partnership Agreement, (ii) any provision of any judgment, decree or order to which Investor is a party or by which it is bound, (iii) any material contract, -8- obligation or commitment to which Investor is a party or by which it is bound, or (iv) to Investor's knowledge, any statute, rule or governmental regulation applicable to the Investor. 6.3.2 Enforceability. Assuming due execution and delivery by the Stockholder and the Company, this Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws of general applicability relating to or affecting creditors' rights and (ii) to general principles of equity, whether such enforcement is considered in a proceeding in equity or at law. 6.3.3 Authorization. All action on the part of the Investor, its general partner and its officers necessary for the authorization, execution, delivery and performance of all obligations under this Agreement have been taken. 6.3.4 Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority in the United States, or of any other person or entity (which has not been obtained) on the part of the Investor is required in connection with the Investor's valid execution and delivery of this Agreement. 7. Miscellaneous. -------------- 7.1 Termination. The provisions of Sections 1, 2 and 3 of this Agreement shall terminate upon the earliest of (a) such time as AEW shall no longer be the owner of shares of Series V Preferred Stock (or shares of Common Stock received upon conversion of such shares) that represent at least 15% of the total outstanding Voting Securities of the Company, (b) September 9, 2006 and (c) the consummation of an underwritten public offering of the Company's Common Stock registered under the Act. The provisions of Sections 4 and 5 of this Agreement shall terminate at such time as AEW shall no longer be the owner of shares of Common Stock that represent at least 7% of the outstanding Voting Securities of the Company. Unless sooner terminated in accordance with the preceding sentence, this Agreement shall terminate immediately prior to the earliest of any one of the following events: (a) any transaction or the first in a series of related transactions (including, without limitation, any reorganization, merger or consolidation) that will result in the Company's stockholders immediately after such transaction not holding (by virtue of such shares or securities issued solely with respect thereto) at least fifty percent (50%) of the voting power of the surviving or continuing entity; or (b) a sale of all or substantially all of the assets of the Company, unless the Company's stockholders immediately prior to such sale will, as a result of such sale, hold (by virtue of securities issued as consideration for the Company's sale) at least fifty percent (50%) of the voting power of the purchasing entity. For the purposes hereof, "Voting Securities" shall mean: (i) Common Stock and any other issued and outstanding securities of the Company generally entitled to vote for the election of directors of the Company and other matters for which the shareholders of the Common Stock -9- are entitled to vote; (ii) securities of the Company convertible into or exchangeable for such securities; and (iii) options, rights and warrants issued by the Company to acquire such securities. 7.2 Notices. In order to be effective, any notice or other communication required or permitted hereunder shall, unless otherwise stated herein, be in writing and shall be transmitted by messenger, delivery service, mail, or telecopy to the Company and Parent at their principal executive offices and if to the Investor: Aldrich, Eastman & Waltch, L.P. 225 Franklin Street Boston, Massachusetts 02110 Telecopier: (617) 261-955 Attention: Thomas H. Nolan, Jr. with copies to: Heller Ehrman White & McAuliffe 333 Bush Street San Francisco, California 94104 Telecopier: (415) 772-6268 Attention: Brian Smith or at such other address as a party shall designate in a written notice to the other parties hereto given in accordance with this Section. All notices and other communications shall be effective (i) if sent by messenger or delivery service, when delivered, (ii) if sent by mail, two days after having been sent by certified mail, with return receipt requested or (iii) if sent by telecopier, when sent. In order to be effective, any notice transmitted to an address outside the United States of America by any means other than telecopier shall at the time of transmittal be duplicated by counterpart telecopier notice. 7.3 Costs of Enforcement. If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings or otherwise, the non-prevailing party shall pay all reasonable costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys' fees. 7.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that none of the Company, Investor or any Stockholder may assign or transfer their respective rights hereunder or any interest herein or delegate their duties hereunder without the prior written consent of the other parties hereto. -10- 7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts entered into and to be performed wholly within Maryland by Maryland residents. 7.6 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed, shall be deemed to be an original and all of which, when taken together, shall constitute but one and the same agreement. 7.7 Incorporation of Exhibits and Schedules by Reference. All Exhibits and Schedules to this Agreement are incorporated herein by this reference. 7.8 Entire Agreement; Amendment. This Agreement (including the Exhibits and Schedules) constitutes the entire agreement between the Company, Investor and the Stockholders with respect to the subject matter hereof, superseding all prior or contemporaneous negotiations, communications, discussions and correspondence concerning the subject matter hereof. This Agreement may be modified or amended or any provision hereof may be waived only with the written consent of the Company, the Investor and the Stockholders holding a majority of each outstanding class of Common and Preferred Stock. 7.9 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the executors, administrators, legal representatives, heirs, successors and assigns of the parties to this Agreement, unless expressly provided otherwise in this Agreement. 7.10 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. [TEXT CONTINUED ON NEXT PAGE] -11- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, this Agreement to become effective as of the date first above written. HEALTH SCIENCE PROPERTIES, INC., A Maryland Corporation By: /s/ Joel S. Marcus - -------------------------------- Name: Title: HEALTH SCIENCE PROPERTIES HOLDING CORPORATION, a Maryland Corporation By: /s/ Joel S. Marcus - -------------------------------- Name: Title: [SIGNATURES CONTINUED ON NEXT PAGE] -12- [SIGNATURES CONTINUED] AEW PARTNERS II, L.P., a Delaware limited partnership By: AEW II, L.P., Its General Partner By: PARTNERS II HOLDINGS, L.P., Its General Partner By: AEW II CORPORATION, a Massachusetts corporation Its General Partner By: /s/ Patrick J. Sullivan ----------------------------- Patrick J. Sullivan Its: Vice President -13- EX-7.(B) 3 AGREEMENT REGARDING STOCK TRANSFER Exhibit 7(b) 03337.78538 505 162661.d4 1/31/97 11:55 am AGREEMENT REGARDING STOCK TRANSFER AND EXERCISE OF RIGHTS THIS AGREEMENT REGARDING STOCK TRANSFER AND EXERCISE RIGHTS (the "Agreement") is made as of February 26, 1997, between AEW PARTNERS II, L.P., a Delaware limited partnership (the "Seller") and AEW HEALTH SCIENCE PROPERTIES CO-INVESTMENT, L.P., a Delaware limited partnership (the "Buyer"). Background ---------- A. Pursuant to a Series V Convertible Preferred Stock Purchase Agreement (the "Original Purchase Agreement") dated September 9, 1996 among Seller, Health Science Properties, Inc. (the "Company") and Health Science Properties Holding Corporation (the "Parent"), Seller has acquired 27,500 shares (the "Acquired Shares") of Series V Preferred Stock of the Company, and has an option to acquire an additional 22,500 shares of Series V Preferred Stock of the Company (the "Option Shares," and together with the Acquired Shares, the "Committed Shares"). B. In connection with the Original Purchase Agreement, the Seller, the Company and the parent entered into a Stockholders Agreement dated September 9, 1996 (the "Stockholders Agreement"). C. The Seller desires to sell to the Buyer 6,600 shares of the Acquired Shares and contribute to the Buyer an additional 66 shares of the Acquired Shares on the terms set forth herein. THE PARTIES AGREE AS FOLLOWS: 1. Definitions. Capitalized terms used herein without definition shall have the meaning given to them in the Original Purchase Agreement. 2. Purchase and Sale of Stock. The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, 6,600 of the Acquired Shares for an aggregate purchase price of $6,700,982.38 (the "Purchase Price"). The Acquired Shares shall be allocated as follows: 3,840 shares shall be transferred from the tranche of Acquired Shares acquired by the Seller from the Company on September 9, 1996; 1,400 shares shall be transferred from the tranche of Acquired Shares acquired by the Seller from the Company on October 16, 1996; and 1,320 shares shall be transferred from the tranche of Acquired Shares acquired by the Seller from the Company on December 10, 1996. 3. Contribution of Stock. The Seller hereby agrees to contribute to the Buyer an additional 66 shares to be allocated as follows: 39 shares shall be transferred from the tranche of Acquired Shares acquired by the Seller from the Company on September 9, 1996; 14 shares 03337.78538 505 162661.d4 1/31/97 11:55 am shall be transferred from the tranche of Acquired Shares acquired by the Seller from the Company on October 16, 1996; and 13 shares shall be transferred from the tranche of Acquired Shares acquired by the Seller from the Company on December 10, 1996. 4. Closing. The purchase and sale of the Acquired Shares, as well as the contribution of such shares, shall take place on January __, 1997, or on such other date as the Seller and the Buyer mutually agree (the "Closing"), at which time the Buyer shall deliver the Purchase Price to the Seller and the Seller shall deliver to the Buyer certificates representing the Acquired Shares and the stock assignments transferring the Acquired Shares to the Buyer effective as of the Closing. 5. Assignment of Rights. The Seller hereby assigns to the Buyer all rights of the Seller under the Original Purchase Agreement (including, without limitation, Section 8 thereof and its proportionate share of any action arising out of breach of representations, warranties or covenants under the Original Purchase Agreement) and the Stockholders Agreement with respect to the Acquired Shares transferred hereunder. In addition, Buyer hereby agrees to purchase directly from the Company 24% of all Option Shares offered to the Seller under the Original Purchase Agreement, and the Seller hereby assigns to the Buyer all rights of the Seller under the Original Purchase Agreement (including, without limitation, Section 8 thereof) and the Stockholders Agreement with respect to such shares. 6. Board Representation. Section 5.11 of the Original Purchase Agreement, Section 4.1 of the Stockholders Agreement and Article V, Section F(11) of the Articles of Amendment provide the Seller and any other AEW Affiliate that is a transferee of such rights, the right to elect a specified number of directors of the Company, subject to the limitations set forth therein. Seller and Buyer hereby agree that: (a) so long as they are entitled to elect two directors of the Company in accordance with the provisions referenced in the preceding sentence, each party shall vote all of the shares of Series V Preferred Stock of the Company (and Common Stock issuable upon conversion thereof) it holds in favor of electing to the Board of Directors of the Company one nominee of Buyer and one nominee of Seller; (b) at any time they are only entitled to elect one director of the Company, each party shall vote all of the shares of Series V Preferred Stock of the Company (and Common Stock issuable upon conversion thereof) it holds in favor of electing to the Board of Directors of the Company one nominee of the shareholder that is designated by the Seller to nominate such director; and (c) if at any time they are entitled to elect three or more directors of the Company, each party shall vote all of the shares of Series V Preferred Stock of the Company (and Common Stock issuable upon conversion thereof) it holds in favor of electing to the Board of Directors of the Company a pro rata number of nominees of Buyer and Seller in accordance with the share holdings of Buyer and Seller (but in any event both Buyer and Seller shall each be entitled to nominate at least one director). 7. Conversion of Redemption of Series V Preferred Stock. Both Buyer and Seller agree that they shall not voluntarily convert shares of Series V Preferred Stock of the Company to 2 03337.78538 505 162661.d4 1/31/97 11:55 am Common Stock or voluntarily redeem shares of Series V Preferred Stock of the Company unless such action is approved by holders of a majority of the outstanding shares of Series V Preferred Stock, in which case Buyer and Seller hereby agree that each will voluntarily convert or redeem, as the case may be, all shares of Series V Preferred Stock it then holds. 8. Sales by Buyer of Seller. 8.1 Tag-Along Rights. Buyer and Seller hereby agree that they will not transfer any shares of Series V Preferred Stock or Common Stock issuable upon conversion thereof, in each case now owned or hereafter acquired, except as specifically provided in this Section 8. Should either Buyer or Seller (in either case, the "Selling Stockholder") propose to sell, exchange or otherwise dispose of any shares of capital stock it holds in the Company, it shall give 15 days prior written notice to the other party and shall include in its sale, exchange or disposition that number of shares owned by the other party that is equal to the product obtained by multiplying (a) the aggregate number of shares of capital stock being sold by (b) a fraction, the numerator of which is the number of shares of capital stock held by the other party on an as-converted basis and the denominator of which is the sum of the shares of capital stock held by the Selling Stockholder and the other party, each on an as converted basis. Any such participation by the non-initiating Stockholder shall be at the same price per share (in form and amount) applicable to the sale of the Selling Stockholder's shares and otherwise shall be on the same terms and conditions (including any with respect to deferral of payment in whole or in part and any option as to the form and amount of consideration to be received) as are applicable to the Seller Stockholder; provided, that the non-initiating Stockholder shall not be required to (a) make any representation or warranty to any person in connection with such transaction other than as to (i) good title and the absence of liens or encumbrances with respect to such non-initiating Stockholder's shares, (ii) the corporate or other existence of such non- initiating Stockholder and (iii) the authority for and the validity and binding effect of, and the absence of any conflicts under the charter documents and material agreements of such non- initiating Stockholder as to, any agreements entered into by such non-initiating Stockholder in connection with such sale or (b) provide any indemnities in connection with any such transaction except for a breach of the above representations and warranties. The participation rights of Section 8.1 shall not pertain or apply to (i) any sale pursuant to which the non-selling party has already been offered the right to participate by the acquiror or (ii) any transfers to a general or limited partner of a party. 8.2 Drag Along Rights. Buyer and Seller hereby agree that if holders of a majority of the Series V Preferred Stock or Common Stock issuable upon conversion thereof (the "Majority Holders") agree to sell 100% of such shares to a third party, or to vote in favor of a transaction which will have the effect of selling all of the Company to a third party, then the parties hereto shall sell all of their shares to such third party for the same consideration per share and otherwise on the same terms and conditions as the Majority Holders, or to vote in favor of such transaction, if so requested by the Majority Holders. 3 03337.78538 505 162661.d4 1/31/97 11:55 am 9. Future Investments In the event that the Company subsequently offers to Seller and/or Buyer the right to purchase additional shares of Series V Preferred Stock ("Additional Shares") in excess of the Committed Shares, Buyer shall inform Seller of the percentage (if any) of its allocable portion (24%) of the Additional Shares which Buyer is committed to purchase pursuant to the provisions of Section 4.3 of Buyer's partnership agreement ("Section 4.3"). In the event that Buyer elects to purchase less than all of its allocable portion of the Additional Shares, Buyer agrees to assign to Seller, to the extent assignable, its right to purchase any or all of the Additional Shares declined by Buyer, provided that (a) in no event shall Seller be obligated to purchase such shares, and (b) Seller may not purchase any Additional Shares on terms which vary in any material respect from the terms offered to the Buyer (or its Limited Partners) pursuant to Section 4.3. Seller shall not make any investment in the Parent, the Company or their subsidiaries except for (i) the Committed Shares and (ii) additional shares of Class V Preferred Stock; provided that in the case of clause (ii), the Buyer has an opportunity to purchase its pro rata share in accordance with this Section 9 and Section 4.3. 10. Entire Agreement; Successors and Assigns. Except as is specifically referenced, this Agreement constitutes the entire contract between the Seller and the Buyer relative to the subject matter hereof. Any unreferenced previous agreement between the Seller and the Buyer is superseded by this Agreement. Subject to the exceptions specifically set forth in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts entered into and wholly to be performed within the State of Maryland by Maryland residents. 12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. SIGNATURE PAGE ATTACHED 4 03337.78538 505 162661.d4 1/31/97 11:55 am The Seller: AEW PARTNERS II, L.P., a Delaware limited partnership By: AEW II, L.P., its General Partner By: PARTNERS II HOLDINGS, L.P., its General Partner By: AEW II CORPORATION its General Partner By: /s/ Marc L. Davidson ------------------------------ Name: Marc L. Davidson Title: Vice President The Buyer: AEW HEALTH SCIENCE PROPERTIES CO-INVESTMENT, L.P. By: AEW PARTNERS II, L.P., its General Partner By: AEW II, L.P., its General Partner By: PARTNERS II HOLDINGS, L.P., its General Partner By: AEW II CORPORATION its General Partner By: /s/ Marc L. Davidson -------------------------- Name: Marc L. Davidson Title: Vice President 5 EX-7.(C) 4 JOINT FILING AGREEMENT EXHIBIT 7(c) JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Alexandria Real Estate Equities, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts. In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 5th day of June, 1997. AEW PARTNERS II, L.P. By: AEW II, L.P., its general partner By: PARTNERS II HOLDINGS, L.P., its general partner By: AEW II CORPORATION, its general partner By: /s/ J. Grant Monahon ------------------------ (SIGNATURES CONTINUED) (SIGNATURES CONTINUED) AEW HEALTH SCIENCE PROPERTIES CO-INVESTMENT, L.P. By: AEW PARTNERS II, L.P., its general partner By: AEW II, L.P., its general partner By: PARTNERS II HOLDINGS, L.P., its general partner By: AEW II CORPORATION, its general partner By: /s/ J. Grant Monahon ------------------------- AEW II, L.P. By: PARTNERS II HOLDINGS, L.P., its general partner By: AEW II CORPORATION, its general partner By: /s/ J. Grant Monahon ---------------------------- (SIGNATURES CONTINUED) (SIGNATURES CONTINUED) PARTNERS II HOLDINGS, L.P. By: AEW II CORPORATION, its general partner By: /s/ J. Grant Monahon ----------------------- AEW II CORPORATION By: /s/ J. Grant Monahon -------------------------- AEW CAPITAL MANAGEMENT, L.P. By: AEW CAPITAL MANAGEMENT, INC., its general partner By: /s/ James J. Finnegan -------------------------- AEW CAPITAL MANAGEMENT, INC. By: /s/ James J. Finnegan --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----