Environmental Indemnity Agreement

Exhibit 10.5

ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this" Agreement" ) is made as of the 11 th day of July, 2006, by ALEXION MANUFACTURING LLC, a Delaware limited liability company (" Borrower" ), and ALEXION PHARMACEUTICALS, INC., a Delaware corporation (the " Guarantor" ; and Borrower and Guarantor are hereinafter referred to herein individually as an " Indemnitor" and collectively as the " Indemnitors" ), in favor of iSTAR FINANCIAL INC., a Maryland corporation (" Lender" ).

RECITALS A. Borrower is the owner of the Mortgaged Property. Guarantor is the owner, directly or indirectly, of all of the ownership interests in the Borrower.

B. Lender is prepared to make a loan (the " Loan" ) to Borrower in the aggregate principal amount of up to Twenty-Six Million and No/100 Dollars ($26,000,000.00) pursuant to that certain Loan and Security Agreement of even date herewith among Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the " Loan Agreement" ) . The Loan shall be evidenced by the Note. The Note shall be secured by, among other things, the Mortgage and the other Loan Documents. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

C. Lender is unwilling to make the Loan unless Indemnitors agree to provide the indemnifications, representations, warranties, covenants and other matters described in this Agreement for the benefit of the Indemnified Parties. D. Indemnitors will derive financial and other benefits from the Loan.

E. Indemnitors are entering into this Agreement to induce Lender to make the Loan.

AGREEMENT

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitors hereby represent, warrant, covenant and agree for the benefit of the Indemnified Parties as follows:

1. Representations And Warranties .

(a) Except as disclosed in the Environmental Reports, there are no claims, liabilities, investigations, litigation, administrative proceedings, whether pending or, to Indemnitor' s knowledge threatened in writing, or judgments or orders relating to any Hazardous Materials (collectively called " Environmental Claims" ) asserted or threatened in writing against Borrower or to Indemnitor' s knowledge any past or present tenant, operator or owner of all or any part of the Land and the Improvements (the Land and Improvements are sometimes

collectively referred to as the " Real Estate" ). Except as disclosed in the Environmental Reports, to Indemnitors' knowledge, neither Indemnitors nor any other Person has caused or permitted any Release of any Hazardous Materials to be at, from, onto or on the Real Estate in a manner which could form the basis for an Environmental Claim.

(b) Except as disclosed in the Environmental Reports, to Indemnitors' knowledge, (i) there has been no presence or Release of Hazardous Materials (other than Hazardous Materials used in the usual and customary course of constructing, operating and maintaining the Real Estate or any other real property covered by this paragraph in compliance with all applicable Environmental Laws) at, from, onto or on the Real Estate in violation of Environmental Laws or in any manner that could have a Material Adverse Effect, (ii) there has been no presence or Release of Hazardous Substances on parcels of land adjacent to the Real Estate in violation of applicable Environmental Laws or in any manner which could have a Material Adverse Effect, and (iii) no part of the Real Estate nor any part of parcels adjacent to the Real Estate, including the groundwater located thereon, is presently contaminated by Hazardous Materials in violation of applicable Environmental Laws or in any manner that could have a Material Adverse Effect. Except as disclosed in the Environmental Reports, to the knowledge of Indemnitors, no underground or above ground storage tanks or surface impoundments are, or were located, on, under or at the Real Estate.

(c) Except as disclosed in the Environmental Reports, to Indemnitors' knowledge, Borrower and the Mortgaged Property has been and is currently in compliance with all applicable Environmental Laws, including obtaining and maintaining in effect all permits, licenses or other authorizations required by Environmental Laws.

(d) Except as disclosed in the Environmental Reports, neither the Borrower nor the Real Estate is the subject of any pending or to Indemnitor' s knowledge proposed or threatened site Remediation. 2. Environmental Covenants .

(a) Indemnitors shall at all times comply, and cause the Mortgaged Property to comply, with all applicable Environmental Laws. Indemnitors shall not install or permit to be installed, except in accordance with all applicable Environmental Laws, any asbestos containing material or above-ground or below-ground storage tanks at, on, above or under the Real Estate.

(b) Indemnitors shall promptly take any and all necessary remedial actions upon obtaining knowledge of the presence or Release of any Hazardous Materials on, under or about the Real Estate in violation of any Environmental Laws or in any manner that could have a Material Adverse Effect. In the event any such Person undertakes any remedial action with respect to any such Hazardous Materials, such Person shall conduct and complete such remedial action in compliance with all applicable Environmental Laws.

(c) If an Event of Default exists or Lender at any time has a reasonable basis to believe that there may be a violation of any Environmental Laws by, or any liability arising thereunder of, an Indemnitor or any other Person relating to the Real Estate, then Indemnitors shall, upon request from Lender, provide Lender with such reports, certificates, engineering

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studies or other written material or data as Lender may reasonably require so as to satisfy Lender that the Borrower and the Mortgaged Property are in compliance with all applicable Environmental Laws.

(d) In the event that the Real Estate (or any portion thereof) becomes the subject of any Remediation, Indemnitors shall commence such Remediation no later than the earlier of (a) thirty (30) days after written demand by Lender for performance thereof, or (b) such shorter period of time as may be required under applicable law or direction of any Governmental Authorities and thereafter shall diligently prosecute the same to completion in accordance with all applicable Environmental Laws. All Remediation shall be performed by contractors approved in advance by Lender, which approval shall not be unreasonably withheld, conditioned or delayed, and under the supervision of a consulting engineer approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed. All costs and expenses of such Remediation shall be paid by Indemnitors, including, without limitation, Lender' s reasonable attorneys' fees and actual out of pocket third party costs incurred in connection with monitoring or review of such Remediation. In the event Indemnitors shall fail to timely commence, or cause to be commenced, or fail to diligently prosecute to completion, such Remediation, Lender may, but shall not be required to, cause such Remediation to be performed, and all actual out of pocket third party costs and expenses thereof, or incurred in connection therewith, shall become an Obligation under the Loan. 3. Indemnified Rights/Cooperation and Access . Indemnitors shall permit Lender, any authorized representative of Lender and any consultant or other Person retained by Lender to enter upon, examine, test and inspect the Real Estate during normal business hours upon reasonable advance notice. Subject to the limitations set forth in the Loan Agreement, such entry, examination, testing and inspecting and reporting with respect to such entry, examination, testing or inspecting shall be at the expense of Indemnitors if (a) an Event of Default has occurred and is continuing or (b) Lender has reasonably determined that there may be a violation of Environmental Laws or any liability arising under Environmental Laws, which expense shall be paid by Indemnitors to Lender within ten (10) days of demand. In connection with any entry, examination, test or inspection of the Real Estate, Lender shall, and Lender shall cause any authorized representative of Lender and any consultant or other Person retained by Lender, to use their respective good faith and commercially reasonable efforts not to unreasonably disrupt the operations and/or maintenance of the Mortgaged Property or create or worsen any presence or Release of Hazardous Materials on the Real Estate.

4. Indemnification . Indemnitors shall indemnify, pay, defend, and hold harmless Lender and all other Indemnified Parties from and against any and all Environmental Liabilities which Lender or any other Indemnified Party may suffer, directly, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Real Estate; (b) the violation of any Environmental Laws in connection with the Real Estate; (c) any presence or Release of any Hazardous Materials affecting the Mortgaged Property; (d) the presence at, in, on or under, or the Release, at or from, the Real Estate of any Hazardous Materials, whether or not such condition was known or unknown to Indemnitors; and (e) any Remediation. If any such action or other proceeding shall be brought against Lender, upon written notice from Indemnitors to Lender (given reasonably promptly following Lender' s notice to Indemnitors of such action or proceeding), Indemnitors shall be entitled to assume the defense thereof, at Indemnitors'


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expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Indemnitors expressly retain. Notwithstanding the foregoing, Lender shall, following notice to and consultation with Indemnitor, have the right to employ separate counsel at Indemnitors' expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Parties and Indemnitors that would make such separate representation advisable. Indemnitors shall have no obligation to indemnify an Indemnified Party to the extent of damage or loss resulting from such Person' s gross negligence or willful misconduct. Indemnitors' obligations under this Agreement shall not be subject to any limitations on liability provided for in any of the Loan Documents. The covenants and agreements of Indemnitors set forth in this Agreement (including without limitation the indemnity provided for herein): (a) are separate and distinct obligations from Indemnitors' obligations with respect to the Loan and under the Loan Documents and do not constitute the substantial equivalent of such obligations, (b) shall not be discharged or satisfied by foreclosure of the Mortgage or any Lien created by any of the other Loan Documents, and (c) shall continue in effect after any transfer of the Mortgaged Property, including transfers pursuant to foreclosure proceedings (whether judicial or nonjudicial), or by any deed in lieu of foreclosure. In no event shall the indemnification contained herein include consequential or punitive damages resulting from any claims brought directly by Lender, however, such indemnification shall include consequential and punitive damages arising in claims brought by third parties.

5. Duty to Defend and Attorneys and Other Fees and Expenses .

(a) Indemnitors shall immediately upon becoming aware thereof advise Lender in writing and in reasonable detail of: (1) any Release, disposal, existence or discharge of any Hazardous Materials at the Real Estate required to be reported to any Governmental Authority under all applicable Environmental Laws, (2) any and all written communications sent or received by an Indemnitor with respect to any Environmental Claims or any Release, disposal, existence or discharge of Hazardous Materials required to be reported to any Governmental Authority or otherwise, (3) any remedial action taken by an Indemnitor or any other Person in response to any Hazardous Materials on, under or about the Real Estate (or parcels adjacent to the Real Estate), the existence of which could result in an Environmental Claim; (4) the discovery by an Indemnitor of any occurrence or condition on any real property adjoining or in the vicinity of the Real Estate that could cause such real property or any part thereof to be classified as " border-zone property" or to be otherwise subject to any restrictions ...