**Exhibit 10.1.7**

**AMENDEDAND RESTATED FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT**

**THIS AMENDED AND RESTATED FIFTH AMENDMENT TOOFFICE LEASE AGREEMENT**(“Amendment”) is made and entered intoas of the 18th day of January, 2005 (the “Effective Date”), by and between**AP-SOUTHEAST REALTY LP**, a Delawarelimited partnership, successor by name change to Crocker Realty Trust, L.P.,which, in turn, is successor-in-interest to Connecticut General Life InsuranceCompany, (“Landlord”), and **IMMUCOR, INC**.,a Georgia corporation (“Tenant”).

**W I T N ES S E T H:**

**WHEREAS,**Tenant and Landlordentered into that certain Office Lease Agreement, dated as of February 2, 1996,as amended by that certain First Amendment to Lease Agreement dated as of March8, 1998, as amended by that certain Second Amendment to Lease Agreement datedas of August 18, 1998, as amended by that certain Third Amendment to LeaseAgreement dated as of August 19, 1999, as amended by that certain FourthAmendment to Lease Agreement dated as of August 8, 2002, and as further amendedby that certain Fifth Amendment to Lease Agreement dated as of November 8, 2004(the “Former Fifth Amendment”) (as so amended, the “Lease”), with respect totherein described space (the “Original Premises”) located as more particularly describedin the Lease in the buildings known as 2975 Gateway Drive, Norcross, Georgia,3130 Gateway Drive, Norcross, Georgia, 3150 Gateway Drive, Norcross, Georgia,and 7000 Peachtree Industrial Boulevard, Norcross, Georgia (each individuallyand/or collectively, the “Building”) located in that certain office park knownas Colony Center Business Park (the “Building Project”); and

**WHEREAS**, Landlord and Tenantdesire to amend and restate the terms of the Former Fifth Amendment in itsentirety pursuant to the terms and conditions hereinafter set forth in thisAmendment.

**NOW, THEREFORE**, in considerationof the foregoing and the mutual premises and covenants contained herein and inthe Lease, and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, Landlord and Tenant hereby agreeas follows:

1.             **Extended Term.**

(a)           The demised Lease Term is herebyextended for the period from December 1, 2007 through June 30, 2016 (the “ExtendedTerm”).  All terms and conditions of theLease shall be applicable to the Premises during the Extended Term, except asexpressly set forth herein to the contrary. This extension of the Lease Term supercedes and replaces any existingextension or renewal option contained in the Lease, all of which are herebyterminated, and, therefore, Section 38 of the Lease is hereby deleted anddeemed to be of no force and effect.

(b)           Provided no event of default byTenant then exists beyond any applicable notice and cure periods at the time ofthe giving of Tenant’s notice and as of the commencement date of the applicableRenewal Term, Tenant may extend the term of the Lease for two additionalperiods  of five (5) years each (each a “RenewalTerm”), by delivering written notice of the exercise thereof to Landlord notlater than twelve (12) months before the expiration of the Extended Term, orthe expiration of the first Renewal Term, as applicable.  Time is of the essence with respect to theforegoing.  Tenant may not exercise the option for the second Renewal Term unless itexercised the option for the first Renewal Term.  The Base Rent payable for each monthduring each Renewal Term shall be the equal to one-twelfth (1/12th) of the product of (i) thetotal rentable square feet within the Premises as of the commencement of suchRenewal Term and (ii) the prevailing per square foot rental rate (the “**PrevailingRental Rate**”), at the commencement of such Renewal Term, forrenewals of space of equivalent quality, size, utility and location in theBuilding Project and comparable buildings in the Market Area (as hereinafterdefined), taking into account all relevant factors including, withoutlimitation, the length of the Renewal Term and the credit standing of Tenant tobe taken into account, provided that the Prevailing Rental Rate shall in noevent be less than the rate of Base Rent applicable immediately prior to theexpiration of the Extended Term, or the first Renewal Term, as applicable.  Landlord shall, within twenty (20) days afterthe receipt of Tenant’s notice of exercise, notify Tenant in writing ofLandlord’s reasonable determination of the Prevailing Rental Rate for thePremises for the applicable Renewal Term. Thereafter, Tenant shall have ten (10) days from its receipt of Landlord’snotice to notify Landlord

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in writing thatTenant does not agree with Landlord’s determination of the Prevailing RentalRate.  If Tenant fails to object asaforesaid, Landlord’s determination shall be deemed to be the Prevailing RentalRate for such Renewal Term.  Upon receiptof Tenant’s objection, Landlord and Tenant shall meet for a period of ten (10)additional days (the “Negotiation Period”) to negotiate the Prevailing RentalRate with each acting in good faith.  Ifsuch negotiations are successful, the rate so negotiated by the parties will bedeemed to be the Prevailing Rental Rate for the applicable Renewal Term.  If such negotiations are not successful, thePrevailing Rental Rate will be determined in accordance with the followingarbitration procedure:

Within five (5) daysafter the expiration of the Negotiation Period, Tenant shall notify Landlord ofTenant’s selection of a real estate broker who shall act on Tenant’s behalf indetermining the Prevailing Rental Rate. After Tenant delivers its notice to Landlord as set forth above,Landlord shall notify Tenant of Landlord’s selection of a real estate brokerwho shall act on Landlord’s behalf in determining the Prevailing RentalRate.  Within twenty (20) days after theselection of Tenant’s and Landlord’s broker, the two (2) brokers shall render ajoint written determination of the Prevailing Rental Rate, which jointdetermination shall be final, conclusive and binding for the applicable RenewalTerm.  If the two (2) brokers are unableto agree upon a joint written determination within said twenty (20) day period,the two brokers shall select a third broker within such twenty (20) day periodand shall each submit a determination of the Prevailing Rental Rate to suchthird broker.  In the event the twobrokers cannot agree on a third, Landlord or Tenant may request that the localchapter of the Board of Realtors appoint a party to act as the thirdbroker.  Within ten (10) days after theappointment of the third broker, the third broker shall render a writtendetermination of the Prevailing Rental Rate, which must be either the Landlord’sbroker’s determination as submitted or the Tenant’s broker’s determination assubmitted, but no other amount and no compromise between the two, with thethird broker’s determination being final, conclusive and binding on bothparties.  All brokers selected orappointed in accordance with this subparagraph shall have at least ten (10)years prior experience in the commercial office leasing market of the NortheastAtlanta metropolitan area (“Market Area”). No brokers selected or appointed inaccordance with this subparagraph shall be or have been affiliated with eitherparty or employed by either party in the Market Area.  If either Landlord or Tenant fails or refusesto select a broker, the other broker shall alone determine the PrevailingRental Rate.  Landlord and Tenant agreethat they shall be bound by the determination of Prevailing Rental Ratepursuant to this paragraph.  Landlordshall bear the fee and expenses of its broker; Tenant shall bear the fee andexpenses of its broker; and Landlord and Tenant shall share equally the fee andexpenses of the third broker, if any.

Notwithstandinganything to the contrary contained herein, in the event the Prevailing RentalRate determined in accordance with this subsection (b) is less than the ratepayable upon the expiration of the Extended Term, the Prevailing Rental Ratewill be automatically adjusted to be the annual Base Rent in effect during thelast year of the Extended Term subject tothe same percentage rate escalationon each anniversary of the commencement date of the Extended Term in placeduring the original Term.  ThePrevailing Rental Rate determined in accordance with this subsection (b) shallbe final, binding and conclusive upon the parties and such determination shallnot be subject to dispute or challenge in court or otherwise.

(c)           Except for the Base Rent, which shallbe determined as set forth in subparagraph (b) above, leasing of the Premisesby Tenant for any Renewal Term shall be subject to all of the same terms andconditions set forth in the Lease, including, but not limited to, the same baseyear or expense stop; provided, however, that any construction provisions,improvement allowances, rent abatements or other concessions applicable to thePremises during the Extended Term shall not be applicable during the RenewalTerm(s) unless otherwise mutually acceptable to both Landlord and Tenant in thesole discretion of each at the time Tenant exercises its option to extend.

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Landlord andTenant shall enter into an amendment to the Lease to evidence Tenant’s exerciseof these extension options.  If the Leaseis guaranteed now or at any time in the future, Tenant simultaneously shalldeliver to Landlord an original, signed reaffirmation of each guarantor’sguaranty, in form and substance acceptable to Landlord.

(d)           Tenant’srights to exercise the foregoing renewal options hereunder shall terminate andTenant shall have no right to renew the Lease if (i) the Lease or Tenant’sright to possession of the Premises is terminated, or (ii) Tenant’sinterest in the Lease is assigned to any party other than and Affiliate or morethan fifty percent (50%) of the rentable square footage contained in thePremises as of the Expansion Effective Date (as hereinafter defined) is subletto any party other than an “Affiliate”. As used in this Amendment, the term “Affiliate” shall mean (i) anypartnership, corporation or other entity which controls, is controlled by, oris under common control with Tenant or Tenant’s parent (control being definedfor such purposes as ownership of at least 50% of the equity interests in, andthe power to direct the management of, the relevant entity), or (ii) anypartnership, corporation or other entity resulting from a merger orconsolidation with Tenant, or to any person or entity which acquiressubstantially all the assets or stock of Tenant as a going concern.

2.             **Expansion.**

(a)           As of the Effective Date, theOriginal Premises consist of **72,384**rentable square feet.  Effective on **December 1, 2004** (the “Expansion EffectiveDate”), the Original Premises shall be increased for all purposes under theLease (other than the construction, work letter and improvement allowanceprovisions thereof) by an agreed **6,459**rentable square feet known as Suite 300 of the Building known as 7000 PeachtreeIndustrial and an agreed **29,794**rentable square feet known as Suites 100, 300 and 500 of the building known as2990 Gateway Drive, Norcross, Georgia as more particularly shown cross-hatchedon Exhibit A attached hereto and made a part hereof (collectively, the “Expansion Space”).  Following theaddition of the Expansion Space and thereafter during the remainder of theExtended Term, the total space leased from Landlord to Tenant, and by Tenantfrom Landlord, pursuant to the terms of the Lease as amended hereby (andtherefore, the “Premises” under the Lease) shall equal an agreed **108,637** rentable square feet.  Effective as of the Expansion Effective Date,the term “Building” under the Lease shall mean, each individually and/orcollectively, those certain buildings located at 2990 Gateway Drive, Norcross,Georgia, 2975 Gateway Drive, Norcross, Georgia, 3130 Gateway Drive, Norcross,Georgia, 3150 Gateway Drive, Norcross, Georgia, and 7000 Peachtree IndustrialBoulevard, Norcross, Georgia. The number of rentable square feet in theExpansion Space includes an add-on factor for common areas in the Building andhas been agreed upon by the parties as final and correct and not subject tochallenge or dispute by either party.

(b)           For purposes hereof, “Required Delivery Condition” shall mean (1)  the Expansion Space is vacant and free of alltenancies; (2) the structural and non-structural components of the ExpansionSpace existing as of the Effective Date (exclusive of any modifications orimprovements made by Tenant) are in good condition and all electrical, sewer,water, heating, ventilation and air conditioning systems serving the ExpansionSpace are in good working order; (3) the Expansion Space is served byelectrical, sewer, water, heating, ventilation and air conditioning at the baseBuilding level of such service for such systems; and (4) the Expansion Spaceand all electrical, sewer, water, heating, ventilation and air conditioningserving the Expansion Space existing as of the Effective Date (exclusive of anymodifications or improvements made by Tenant) are in compliance (or legalnoncompliance) with all laws, regulations, codes and ordinances (including, butnot limited to, the Americans with Disabilities Act and any laws, codes,regulations and ordinances relating to Hazardous Substances and Materials)in effect as of the Effective Date and as reasonably interpreted by Landlord,.  Inthe event that Landlord has not delivered the Expansion Space to Tenant inRequired Delivery Condition on the Effective Date, and such failure results inthe delay in completion of the Tenant Improvements by Tenant, Landlord shallnot be in default; however, (i) the Expansion Effective Date, Rent ReductionEnd Date (as defined in Section 4(c) below), Full Rent Commencement Date (asdefined in Section 4(c) below), the expiration of the Extended Term (asdescribed in Section 1(a) above) and Expansion Term (as described in Section 3below) shall be extended one (1) day for each day after the Effective Date thatLandlord has not delivered the Expansion Space to Tenant in Required DeliveryCondition and such failure results in the delay of the completion of the TenantImprovements by Tenant.

(c)           In the event thatLandlord has not delivered the Expansion Space to Tenant in Required DeliveryCondition within ninety (90) days after the Effective Date, Landlord shall giveTenant a good faith estimate of the period of time required in order forLandlord to cause the Expansion Space to be in Required DeliveryCondition.  Within thirty (30) days afterthe later to occur of (x) the expiration of such 90-day period, or (y) the dateon which Tenant

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receives such estimate from Landlord, Tenant, at Tenant’s option, shallhave the right to terminate this Amendment by giving notice to Landlord withinsuch thirty (30) day period, time being of the essence with respect to theforegoing.  If Tenant timely terminatesthis Amendment pursuant to the preceding sentence, Landlord, at Tenant’s option,shall lease to Tenant the **6,459**rentable square feet known as Suite 300 of the Building known as 7000 PeachtreeIndustrial on the same terms and conditions set forth in the Lease (withoutregard to this Amendment), except that Tenant shall receive a TenantImprovement Allowance equal to $96,885.00 (i.e., $15.00 per rentable squarefoot of Suite 300).   If Tenant elects tolease such space, Landlord and Tenant shall enter into a formal amendment tothe Lease to memorialize such amendment to the Lease.  In the event that Tenant fails to timelyelect to terminate this Amendment in accordance with this subsection (c),Tenant shall no longer have the right to terminate this Amendment and thissubsection (c) shall be of no further force and effect.

3.             **Expansion Term.**  Thedemised term with respect to the Expansion Space shall commence on theExpansion Effective Date and shall continue through June 30, 2016, coterminouswith the expiration of the Extended Term.

4.             **Base Rent.**

a.             Except as set forth herein, commencingon the Expansion Effective Date, all obligations for Common Area Costs, RealEstate Taxes, Landlord’s Insurance Costs and all other charges applicable tothe Original Premises during the Lease Term shall be applicable to theExpansion Space during the Expansion Term calculated at the same rates, amountsand timing of increases and using the same Base Year.

b.             Notwithstandingthe foregoing to the contrary, Base Rent for the Original Premises for theremainder of the current Term and for the entire Extended Term shall becalculated in accordance with the following:
| **Time Period**           | ** ** | **Square Footage** | ** ** | **Base Rent PSF per Annum** | ** ** | **Monthly Base Rent** |
|---------------------------|------------|--------------------|------------|-----------------------------|------------|-----------------------|
| Effective Date - 11/30/05 |       | 72,384             |       | $9.07                       |       | $54,710.24            |
| 12/1/05-11/30/06          |       | 72,384             |       | $9.44                       |       | $56,942.08            |
| 12/1/06-11/30/07          |       | 72,384             |       | $8.14                       |       | $49,100.48            |
| 12/1/07-11/30/08          |       | 72,384             |       | $6.52                       |       | $39,328.64            |
| 12/1/08-11/30/09          |       | 72,384             |       | $6.76                       |       | $40,776.32            |
| 12/1/09-11/30/10          |       | 72,384             |       | $7.01                       |       | $42,284.32            |
| 12/1/10-11/30/11          |       | 72,384             |       | $7.28                       |       | $43,912.96            |
| 12/1/11-11/30/12          |       | 72,384             |       | $9.22                       |       | $55,615.04            |
| 12/1/12-11/30/13          |       | 72,384             |       | $9.50                       |       | $57,304.00            |
| 12/1/13-11/30/14          |       | 72,384             |       | $9.79                       |       | $59,053.28            |
| 12/1/14-11/30/15          |       | 72,384             |       | $10.08                      |       | $60,802.56            |
| 12/1/15-6/30/16           |       | 72,384             |       | $10.38                      |       | $62,612.16            |

 

BaseRent for the Expansion Space for the entire Extended Term shall be calculatedin accordance with the following:
| **Time Period**                     | ** ** | **Square Footage** | ** ** | **Base Rent PSF per Annum** | ** ** | **Monthly Base Rent** |
|-------------------------------------|------------|--------------------|------------|-----------------------------|------------|-----------------------|
| Expansion Effective Date - 11/30/05 |       | 36,253             |       | $3.75                       |       | $11,329.06            |
| 12/1/05-11/30/06                    |       | 36,253             |       | $7.73                       |       | $23,352.97            |
| 12/1/06-11/30/07                    |       | 36,253             |       | $6.28                       |       | $18,972.40            |
| 12/1/07-11/30/08                    |       | 36,253             |       | $6.52                       |       | $19,697.46            |
| 12/1/08-11/30/09                    |       | 36,253             |       | $6.76                       |       | $20,422.52            |
| 12/1/09-11/30/10                    |       | 36,253             |       | $7.01                       |       | $21,177.79            |
| 12/1/10-11/30/11                    |       | 36,253             |       | $7.28                       |       | $21,993.49            |
| 12/1/11-11/30/12                    |       | 36,253             |       | $9.22                       |       | $27,854.39            |
| 12/1/12-11/30/13                    |       | 36,253             |       | $9.50                       |       | $28,700.29            |
| 12/1/13-11/30/14                    |       | 36,253             |       | $9.79                       |       | $29,576.41            |
| 12/1/14-11/30/15                    |       | 36,253             |       | $10.08                      |       | $20,452.52            |
| 12/1/15-6/30/16                     |       | 36,253             |       | $10.38                      |       | $31,358.85            |

 

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c.             So long as the Lease is in full force and effectand no event of default has occurred beyond any applicable notice and cureperiods, Landlord will pay to Tenant, within five (5) days following theExpansion Effective Date, the sum of One Hundred Thirty-Five Thousand NineHundred Forty-Eight and 75/100 Dollars ($135,948.75) (the “Expansion InducementFee”).  In the event Landlord fails totimely pay to Tenant the Expansion Inducement Fee as set forth in this Section4(c), such fee shall bear interest at the lesser rate of eighteen percent (18%)or the maximum lawful rate and Tenant shall be entitled to offset thenext installments of Base Rent against such Expansion Inducement Fee untilexhausted.

d.             From the Effective Date and untilthe Expansion Effective Date, Tenant’s Share (“Tenant’s Share”) of the BuildingProject shall be 32.82%.  From the ExpansionEffective Date and thereafter for the remainder of the Extended Term, Tenant’sShare shall be adjusted to 49.26% of the Building Project to reflect theaddition of the Expansion Space.

5.             Taxes and Operating Expenses.  Sections 3(a), 3(b) and 3(c) of the Lease arehereby deleted in its entirety and replaced with the following:

“a.           Tenant shall pay to Landlord Tenant’sShare of all Common Area Costs.

b.             If Landlord’sInsurance Costs for any Comparative Year shall be greater than the cost ofLandlord’s Insurance Costs for the Base Year, Tenant shall pay to Landlord anamount equal to Tenant’s Share of the excess of Landlord’s Insurance Costs forthe Comparative Year over Landlord’s Insurance Costs for the Base Year.

c.             If Real Estate Taxes for any ComparativeYear shall be greater than the cost of Real Estate Taxes for the Base Year,Tenant shall pay to Landlord an amount equal to Tenant’s Share of the excess ofReal Estate Taxes for the Comparative Year over the Real Estate Taxes for theBase Year.

d.             Definitions.  As used herein, the following terms shallhave the meanings below:

“**Base Year**” shall mean calendaryear 2005.

**“ComparativeYear**” shall mean each calendar year subsequent to the BaseYear.

**RealEstate Taxes**.  The term“**Real Estate Taxes**” shall mean the totalof all of the taxes, assessments, excises, levies, and other charges by anypublic authority, whether general or special, ordinary or extraordinary,foreseen or unforeseen, or of any kind and nature whatsoever, assessed, levied,charged, confirmed, or imposed upon the Building or appurtenances or facilitiesused in connection with the Building. Real Estate Taxes shall specifically include all ad valorem taxes,personal property taxes, transit taxes, special or extraordinary assessments,government levies, business license taxes and all other taxes or other similarcharges, if any, which are levied, assessed, or imposed upon, or become due andpayable in connection with the Building or appurtenances or facilities used inconnection with the Building; provided, however, that, except as set forthabove, the following taxes are excluded from Real Estate Taxes:  any franchise, excise, income, grossreceipts, profits, capital levy, estate, gift, inheritance and transfer.  However, if because of a future change in themethod of taxation or in the taxing authority, or for any other reason, afranchise, income, transit, gross receipts, profits, or other tax orgovernmental imposition, however designated, shall be levied against Landlordin substitution in whole or in part for any exaction included in Real EstateTaxes, then the franchise, income, transit, gross

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receipts, profits, orother tax or governmental imposition shall be deemed to be included within thedefinition of “Real Estate Taxes”.  As tospecial assessments that are payable over a period of time extending beyond theLease Term, only a pro rata portion of the special assessments, covering theLease Term, shall be included in “Real Estate Taxes”.  If, by law, any assessment may be paid ininstallments, then, for the purposes of the Lease, (a) the assessment shall bedeemed to have been payable in the maximum number of installments permitted bylaw, and (b) there shall be included in Real Estate Taxes, for each year inwhich the installments may be paid, the installments so becoming payable duringthat year, together with any interest payable on the assessments during theyear.  “Real Estate Taxes” shall alsoinclude all reasonable costs and expenses incurred by Landlord in contestingthe amount of the assessment of the Building made for Real Estate Taxes,including attorneys’, accountants’, consultants’, and appraisers’ fees.

**Landlord’sInsurance Costs.  The term “Landlord’sInsurance Costs” shall mean**all insurance carried by Landlordwith respect to the Building so long as such insurance is of a type customarilycarried by owners of comparable buildings or required by any mortgagee of theBuilding.

**CommonArea Costs**.  The term “**Common Area Costs**” shall mean the reasonable expensesincurred by Landlord at its discretion, for the operation and maintenance ofthe common areas, including, without limiting the generality of the foregoing,costs for lighting, painting, cleaning, traffic control, policing, inspection,landscaping and repairing and replacing the common areas, or any part thereoftogether with a reasonable allowance for Landlord’s direct overhead for suchservices, and any and all water consumed on the Premises which is notseparately metered to Tenant.

Common Area Costsshall exclude:  (i) leasing commissions,rent concessions to tenants, and tenant improvements; (ii) executive’s salariesabove the grade of building/property manager;(iii) expenditures for capitalitems, except as provided in the next paragraph; (iv) cost of repairs or replacementsnecessitated by the exercise of the power of eminent domain, or incurred byreason of fire or other casualty, except to the extent of a commerciallyreasonable deductible amount; (v) costs for which Landlord is reimbursed byinsurance proceeds or pursuant to warranties; (vi) depreciation; (vii) rentunder any underlying ground lease; (viii) interest and principal due under anymortgages encumbering the Building; (ix) costs incurred in negotiating orenforcing leases against tenants, including attorneys’ fees; (x) interest andpenalties for the late payment of any Real Estate Taxes; (xi) advertising andpromotional expenditures; and (xii) cost of furnishing services to any tenantto the extent materially in excess of the services provided to Tenant or towhich Tenant is entitled under the Lease.

The costs forcapital equipment and capital expenditures may be included within thedefinition of Common Area Costs (x) if incurred to comply with laws or othergovernmental requirements, (y) if incurred to achieve savings or reductions inother Common Area Costs and (z) if incurred to make a replacement with respectto any equipment or component with respect to which Landlord reasonablydetermines that repairs are no longer commercially reasonable.  The annual amortization (including interestas described below) of such capital costs shall be included in Common AreaCosts for the year in which the costs are incurred and subsequent years.  Any such includable capital costs shall bedeemed amortized, in equal monthly installments over the useful life of theitem in question, as reasonably determined by Landlord, with an interest factorequal to the Prime Rate.  If Landlordleases any item of capital equipment designed to result in savings orreductions in Common Area Costs, then the rentals and other costs paid underthe leasing arrangement shall be included in Common Area Costs for the year inwhich they are incurred.

If during any periodcovered by a statement of Common Area Costs, Landlord shall not furnish any particularitem(s) of work, services, or utilities (which would constitute an OperatingCost under this section) to portions of the Building Project because thoseportions are not occupied or leased or for any other reason, the amount of theCommon Area Costs, for that item for that

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period, shall be “grossedup” to the amount that would reasonably have been incurred during that periodif Landlord had furnished the applicable item of work, services, or utilitiesto the applicable portion of the Building Project.  If the provisions of this subsection areapplied in any calendar year the Base Year Amount shall likewise be adjustedfor the calendar year on which it is based.

e.             **Payment**.  Landlordshall reasonably estimate the Common Area Costs, Landlord’s Insurance Costs andReal Estate Taxes that will be payable for each calendar year during the LeaseTerm in advance and Tenant shall pay one twelfth of Tenant’s Share of suchestimate monthly in advance, together with the payment of Base Rent.  After the end of such each calendar year,Landlord shall furnish Tenant a detailed statement of the actual Common AreaCosts, Landlord’s Insurance Costs and Real Estate Taxes for the year.  If the actual Common Area Costs, Landlord’sInsurance Costs and Real Estate Taxes exceed the monthly estimates, Tenantshall pay the shortfall to Landlord within thirty (30) days of Landlord’sinvoice.  If the actual Common AreaCosts, Landlord’s Insurance Costs and Real Estate Taxes are less than themonthly estimates, the excess will, at Landlord’s election, either be promptlyrefunded to Tenant or be credited against Tenant’s monthly Common Area Costs,Landlord’s Insurance Costs and Real Estate Taxes obligations.  Tenant waives and releases any and allobjections or claims relating to Common Area Costs for any calendar yearunless, within 90 days after Landlord provides Tenant with the annual statementof the actual Common Area Costs for the calendar year, Tenant provides Landlordnotice that it disputes the statement.

f.              **Audit**.  Provided no event of default then existsbeyond any applicable notice and cure periods, after receiving an annual CommonArea Costs statement and giving Landlord not less than five (5) business daysprior written notice of the date on which Tenant desires to conduct the audit,Tenant may, at Tenant’s expense, inspect or audit Landlord’s records relatingto Common Area Costs for the period of time covered by such Common Area Costsstatement in accordance with the following provisions.  If Tenant fails to notify Landlord in writingwithin ninety (90) days after the statement has been delivered to Tenant thatTenant desires to conduct an audit, or if Tenant fails to conclude its audit orinspection and notify Landlord of any objections within one hundred twenty (120)days after the statement has been delivered to Tenant, then Tenant shall havewaived its right to object to the calculation of Common Area Costs for the yearin question and the calculation of Common Area Costs set forth on suchstatement shall be final and binding on both Landlord and Tenant.   Tenant’s audit or inspection shall beconducted where Landlord maintains its books and records, shall notunreasonably interfere with the conduct of Landlord’s business, and shall beconducted only during business hours reasonably designated by Landlord.  Tenant may not conduct an inspection or havean audit performed more than once during any calendar year.  Tenant or the accounting firm conducting suchaudit shall, at no charge to Landlord, submit its audit report in draft form toLandlord for Landlord’s review and comment before the final approved auditreport is submitted to Landlord, and any reasonable comments by Landlord shallbe incorporated into the final audit report. If such inspection or audit reveals that an error was made in the CommonArea Costs previously charged to Tenant, then Landlord shall, at Landlord’soption, either refund to Tenant any overpayment of any such costs or apply suchoverpayment as a credit to the next installments of Common Area Costs due underthe Lease, or Tenant shall pay to Landlord any underpayment of any such costs,as the case may be, within thirty (30) days after notification thereof.  If Tenant audits Landlord’s books and suchinspection or audit reveals that Landlord’s itemized statement overstated theCommon Area Costs for the period in question by more than five percent (5%)then, in addition to reimbursement from Landlord as aforesaid for any suchexcess, Landlord shall reimburse Tenant for the reasonable, actual costs ofsuch audit.  Provided Landlord’saccounting for Common Area Costs is consistent with the terms of the Lease,Landlord’s good faith judgment regarding the proper interpretation of the Leaseand the proper accounting for Common Area Costs shall be binding on Tenant inconnection with any such audit or inspection. Tenant shall maintain the results of each such audit or inspectionconfidential and shall not be permitted to use any third party to perform suchaudit or inspection, other than an independent firm of certified publicaccountants (1) reasonably acceptable to Landlord, (2) which is notcompensated on a contingency fee basis or in any other

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manner which is dependentupon the results of such audit or inspection (and Tenant shall deliver the feeagreement or other similar evidence of such fee arrangement to Landlord uponrequest), and (3) which agrees with Landlord in writing to maintain theresults of such audit or inspection confidential.  Nothing in this provision shall be construedto limit, suspend or abate Tenant’s obligation to pay any Rent when due,including Common Area Costs.

g.**             Proration**.  If the demised term of the Lease expiresother than on December 31, then the Common Area Costs for the first or lastcalendar year of the Extended Term, as the case may be, shall be appropriatelyprorated.  The proportionate share shallbe based on the number of days that the Lease shall have been in existenceduring the year.

h.             **D****elay in Billing**.  Anydelay or failure of Landlord in billing for any Rent under this article shallnot constitute a waiver of or in any way impair the continuing obligation ofTenant to pay the Rent.  If any statementof Common Area Costs, Landlord’s Insurance Costs or Real Estate Taxes shouldnot be determined on a timely basis, Tenant shall continue to make payments atthe rate in effect during the preceding period, and promptly following thefinal determination by Landlord there shall be an appropriate adjustment andpayment by Tenant of all amounts on account of Common Area Costs that wouldhave been payable if the Common Area Costs, Landlord’s Insurance Costs or RealEstate Taxes had been timely determined.”

6.             **Condition of Expansion Space.**  Except as set expressly set forth in thisAmendment and the Work Letter attached hereto as Exhibit B and by thisreference made a part hereof, (a) the Expansion Space shall be delivered toTenant by Landlord “AS IS, WHERE IS AND WITH ALL FAULTS” and (b) Landlord isnot obligated to perform any tenant improvements therein or to provide any tenantimprovement allowances with respect thereto.

7.             **Right of Offer.**

a.             During the Extended Term (excludingany holdover period), so long as the Lease is in full force and effect and noevent of default has occurred, beyond any applicable notice and cure periodseither at the time of the Offer (as defined below) or as of the effective dateof the proposed expansion of the Premises to include the Offer Space as setforth herein, Landlord hereby grants to Tenant a one-time right of offer (the “**Right of Offer**”) to expand the Premises toinclude any space within the buildings located at 2975 Gateway Drive, Norcross,Georgia, 2990 Gateway Drive, Norcross, Georgia, 3130 Gateway Drive, Norcross,Georgia, 3150 Gateway Drive, Norcross, Georgia, and 7000 Peachtree IndustrialBoulevard, Norcross, Georgia (the “**OfferSpace**”) when it “becomes available,” subject to the terms andconditions set forth herein and subject and subordinate only to the specificprior rights of other tenants identified on Exhibit C attached hereto and madea part hereof.

b.             After any part of the Offer Spacehas or will “become available” or if any Offer Space leased to a third partyhereafter “becomes available” (as defined herein) for leasing by Landlord,Landlord shall not lease to a third-party tenant or market for lease the OfferSpace or any portion thereof without first offering (the “**Offer**”) Tenant the right to lease suchOffer Space as set forth herein.  TheOffer Space shall be deemed to “become available” when Landlord intends tolease or market for lease all or a portion of the Offer Space.   Notwithstanding the foregoing sentence, theOffer Space shall not be deemed to “become available” if the space is assignedor subleased by the current tenant of the space, is re-let by the current tenantof the space by renewal, extension, or renegotiation or is subject to anothertenant’s expansion rights existing prior to the date of this Amendment andidentified on Exhibit C attached hereto. The Offer shall contain (i) a description of the Offer Space and anattached floor plan that shows the Offer Space; (ii) the date on which Landlordexpects the Offer Space to become available; (iii) the increase in Tenant’sShare, (iv) the amount of Base Rent attributable to the Offer Space, whichshall include an amortization component for any tenant improvement allowanceincluded within the Offer pursuant to subsection (v) below, (v) the terms forany available tenant improvement allowance, if any, and (vi) such other termsas may be acceptable to Landlord.  Uponreceipt of the Offer, Tenant shall have the right, for a period of ten (10)calendar days after receipt of the Offer, to exercise the Right of Offer bygiving Landlord written notice that Tenant desires to lease the Offer Space(but not any lesser portion) upon the same terms and conditions contained inthe Lease, as modified by the terms of the Offer; provided, however, that anyconstruction provisions, improvement allowances, rent abatements or otherconcessions applicable to the Premises shall not be applicable to the OfferSpace unless expressly included in the Offer. Time is of the essence with respect to the foregoing.  Unless otherwise stated in the 

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Offer, the term ofthe Lease with respect to the Offer Space shall be coterminous with the demisedterm of the Lease and shall be leased to Tenant in its “as-is” condition.

c.             If, within such ten (10)-dayperiod, Tenant exercises the Right of Offer, then Landlord and Tenant shallamend the Lease to include the Offer Space subject to the same terms andconditions as the Lease, as modified by the terms and conditions of the Offer;provided, however, that any construction provisions, improvement allowances,rent abatements or other concessions applicable to the Premises shall not beapplicable to the Offer Space unless expressly included in the Offer.  If the Lease is guaranteed now or at any timein the future, Tenant simultaneously shall deliver to Landlord an original,signed reaffirmation of each Guarantor’s guaranty, in form and substanceacceptable to Landlord.

d.             If, within such ten (10)-dayperiod, Tenant declines or fails to exercise the Right of Offer, Landlord shallthen have the right to lease the applicable portion of the Offer Spacedescribed in the Offer in portions or in its entirety to any third party orparties without regard to the restrictions in this Right of Offer and onwhatever terms and conditions Landlord may decide in its sole discretion provided that the financial terms thereof are notmaterially more favorable than the financial terms of the proposed termsoffered to Tenant (if such standard is not met, the provisions hereof willagain be triggered requiring Landlord to deliver a notice of the proposed termsas modified by such materially more favorable financial terms whereupon theoffer and response process described herein shall begin again).  Financial terms and conditions that are lessthan ninety percent (90%) of the financial terms offered to Tenant as part ofthe proposed terms of the Offer shall be considered to be “materially morefavorable” for purposes of this Right of Offer  If Tenant so declines or so fails toexercise, this Right of Offer with respect to the applicable portion of theOffer Space shall terminate and shall be of no further force and effect, andTenant shall have no further Right of Offer on the applicable portion of theOffer Space.

e.             Tenant’s Right of Offer hereundershall terminate if (i) the Lease or Tenant’s right to possession of thePremises is terminated, (ii) Tenant’s interest in the Lease is assigned toany party other than an Affiliate or more than fifty percent (50%) of therentable square footage contained in the Premises as of the date Tenantexercises the Right of Offer is sublet to any party other than an Affiliate, or(iii) Tenant fails to timely exercise its option hereunder, time being ofthe essence with respect to Tenant’s exercise thereof.

8.             **Reduction**.             Tenantshall have the one-time-only option to decrease the rentable square footage ofthe Premises effective as of November 30, 2009 to an amount equal to not lessthan ninety percent (90%) of the number of square feet contained within thePremises as of May 30, 2009 (the “Retained Space”) by delivering Landlordwritten notice of its election to reduce the Premises no later than May 30,2009, along with (a) plans setting forth the proposed size, location andconfiguration of Tenant’s Retained Space as separated from the remainder of theoriginal Premises (the “Released Space”), (b) a reduction fee in good andcollectable funds equal to  $4.22 x therentable square footage of the Released Space, and (c) reimbursement for anythen remaining unamortized Tenant Improvement Allowance (as defined in ExhibitB) and unamortized brokerage commission paid by Landlord in connection withthis Amendment which are attributable to the Released Space.  All Tenant Improvement Allowance andbrokerage commission shall be deemed amortized over the entire Extended Term inequal monthly installments at an interest rate of 8% per annum.  Any Released Space shall, in Landlord’sreasonable discretion (i) not constitute less than 5,000 rentable square feet;(ii) comprise a commercially leaseable space; and (iii) comply with allapplicable building code requirements without requiring the construction of anynew corridors (unless such costs are paid by Tenant and Landlord approves theplans for such construction, which approval shall not be unreasonably withheldor delayed). Tenant shall be solely responsible for all reasonable costsincurred by Landlord to separately demise the Released Space as a stand-alonesuite.  Once Tenant’s plans for theRetained Space have been approved by Landlord, the revised number of rentablesquare feet so determined for the Retained Space shall be deemed to be thenumber of rentable square feet in the “Premises” for all purposes under theLease (and thereafter not subject to contest by either party), which shallinclude, as applicable, an appropriate adjustment in the definition of Tenant’sShare and the calculation of Base Rent hereunder.  If Tenant does not timely exercise its rightspursuant to the terms of this Section 8, the reduction right set forth in thisSection 8 shall be of no further force or effect, and the rentable squarefootage set forth in Section 2 above shall be deemed to have been conclusivelydetermined and to not be subject to contest by either party.  If Tenant does exercise its rights pursuantto this Section 8, the parties shall enter into an amendment whichappropriately reflects the reduction in the size of the Premises.

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9.             **Alterations.**          Notwithstanding Section 16 of theLease to the contrary, without Landlord’s consent, Tenant shall have the rightto make non-structural alterations, modifications and improvements to thePremises which do not materially affect any Building systems existing as of thedate hereof and do not affect any other tenant’s leased premises so long as thecost of such alterations does not exceed $100,000 in the aggregate during theExtended Term.  Tenant shall not make anyother alterations, modifications and improvements to the Premises withoutLandlord’s consent, which consent shall not be unreasonably withheld,conditioned or delayed.  In the eventthat Landlord grants such consent, at the time Landlord grants such consent,Landlord shall notify Tenant whether or not Tenant must remove suchalterations, modifications or improvements at the expiration of this Lease(such notice is referred to herein as the “Removal Notice”).  If Landlord fails to provide a Removal Noticeat the time Landlord consents to any proposed alteration, modification orimprovement, Tenant shall have no obligation to remove such alteration,modification or improvement.  Upon theexpiration of the Lease, Tenant shall remove (and restore damage resulting fromsuch removal) all alterations, modifications and improvements that Tenant madeto the Premises without Landlord’s consent and all alterations, modificationsand improvements described in any applicable Removal Notice.

10.           **Subordination.**     Notwithstanding anything to the contrary contained in the Lease,Tenant shall not be required to subordinate or to execute any subordinationdocument, unless, following Tenant’s written request delivered to Landlord, theparty seeking such subordination executes a document which includes acommercially reasonable non-disturbance agreement stating substantially that,so long as Tenant is not in Default under this Lease, Tenant’s right topossession of the Premises shall not be disturbed.  On or prior to the Expansion Effective Date,Landlord shall deliver to Tenant a subordination, non-disturbance andattornment agreement from Principal Financial (“Principal’) reasonablyacceptable to both Tenant and Principal.

11.           **Parking.**

a.             As long as Tenant is entitled tothe possession of the Premises, at no additional cost to Tenant, or any ofTenant’s principals, employees or guests, Tenant shall be entitled to use thenumber of parking spaces in the areas available for automobile parking inconnection with the Building Project as those areas are shown on Exhibit Dattached hereto (the “Parking Areas”) that corresponds to the Parking Ratio (asdefined below), rounded down to the nearest whole number.  Tenant shall not have the right to lease orotherwise use more than the number of parking spaces set forth above.  The parking spaces may only be used byprincipals, employees, and guests of Tenant. As used herein, the term “Parking Ratio” shall mean two and nine-tenths(2.9) parking spaces per 1,000 rentable square feet.

b.             Exceptfor particular spaces and areas reasonably designated from time to time byLandlord for visitor and/or reserved parking, if any, all parking in theParking Areas shall be on an unreserved, first come, first served basis.

c.             Landlordreserves the right to (a) reduce the number of spaces in the Parking Areas aslong as the number of spaces remaining is in compliance with all applicablegovernmental requirements and does not reduce the number of spaces Tenant mayuse below Tenant’s Parking Ratio; (b) to reserve spaces for the exclusive useof specific tenants, visitors or other parties; and (c) change the ParkingAreas or access thereto, provided that such change does not materially alterthe size or location of the Parking Areas or Tenant’s access thereto, and somemanner of reasonable access to the Parking Areas remains after the change; andnone of the foregoing shall entitle Tenant to any claim against Landlord or toany abatement of Rent.

12.           **Acknowledgement.**  Tenant hereby acknowledges that, to Tenant’scurrent knowledge (without inquiry) Landlord is not in default of its obligations arising pursuant to theLease as of the date of this Amendment and that, except as set forth on ExhibitB attached hereto, Landlord has fully performed any tenant improvement,buildout or construction allowance obligations set forth in the Lease.  This expansion of the Premises supercedes andreplaces any existing contraction and expansion options, and any rights offirst offer or refusal to expand, contained in the Lease, all of which arehereby terminated.  Landlord herebyacknowledges that, to Landlord’s actual knowledge (without inquiry), Tenant isnot in default of its obligations arising pursuant to the Lease as of the dateof this Amendment.

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13.           **Brokers.**  Tenant warrants and represents to Landlordthat except for Newmark Southern Region, no broker, finder, real estate agentor other person is entitled to a commission, fee or other compensation inconnection with or as a result of this Amendment or the transactionscontemplated hereby or hereunder.  Thecommission of the broker identified above shall be paid by Landlord pursuant toa separate agreement.  Tenant herebyindemnifies and holds harmless Landlord from any and all claims, losses, costsand damages (including reasonable attorneys’ fees) arising in connection withany claims against Landlord for broker commissions, fees, or othercompensation; the foregoing indemnity shall not include the fees of thebroker(s) identified above.

14.           **Authority.**  Landlord and Tenant affirm and covenant thateach has the authority to enter into this Amendment, to abide by the termshereof, and that the signatories hereto are authorized representatives of theirrespective entities empowered by their respective entities to execute thisAmendment.  Upon Landlord’s request,Tenant shall provide evidence of the foregoing to Landlord.

15.           **Miscellaneous.**  To the extent the provisions of thisAmendment are inconsistent with the Lease, the terms of this Amendment shallcontrol.  Except as expressly amended ormodified herein, all other terms, covenants and conditions of the Lease shallremain in full force and effect and this Amendment shall be binding upon theparties hereto and their respective successors and assigns.  This Amendment shall be governed by the lawsof the State in which the Building is located. Any terms used in this Amendment as defined terms, but which are notdefined herein, shall have the meanings attributed to those terms in the Lease.  The submission of this Amendment to Tenantfor examination or consideration does not constitute an offer to amend theLease, and this Amendment shall become effective only upon the execution anddelivery thereof by both Landlord and Tenant. The Lease, as amended hereby, contains the entire agreement between theparties with respect to the space demised by the Lease, as amended, and norepresentations, inducements, promises, agreements, oral or otherwise, betweenthe parties not embodied in the Lease, as amended hereby, shall be of any forceand effect.  Time is of the essence as toall of the obligations of Tenant under the Lease and this Amendment.  This Amendment has been negotiated “at arm’slength” by Landlord and Tenant, each having the opportunity to be representedby legal counsel.  Therefore, thisAmendment shall not be more strictly construed against either party by reasonof the fact that one party may have drafted this Amendment.  This Amendment may be executed by the partiessigning different counterparts of this Amendment, which counterparts togethershall constitute the agreement of the parties.

16.           **Notices.**  As of the date hereof, Landlord’s noticeaddresses is hereby updated to the following: Crocker Realty Trust, L.P., 1301 Avenue of the Americas, New York, NY10019, with a copy to Parthenon Realty, LLC, 11700 Great Oaks Way, Suite 200,Alpharetta, GA 30022, with a copy to the building management office atthe Building Project, attention:  On-SiteProperty Manager.

17.           **LandlordDefault.**    If Landlordfails to observe or perform any term or covenant required to be observed orperformed by it under the Lease which failure materially, adversely affectsTenant’s use and occupancy of or access to the Premises, and Landlord does notcure such failure within thirty (30) days (or within a reasonable timethereafter if necessary under the circumstances so long as Landlord is diligentin its prosecution of the cure of such failure), or within five (5) days ifsuch failure on behalf of Landlord creates an emergency situation immediatelythreatening persons or property or rendering all, or substantially all of thePremises untenantable, after receipt of written notice from Tenant specifyingsuch failure and requesting that it be remedied, then, subject to theprovisions of Section 30 of the Lease, Tenant shall be entitled, at itselection, to exercise concurrently or successively, any one or more of therights available in law or equity under the laws of the State of Georgia.  Notwithstanding the foregoing to thecontrary, Tenant shall have no right, and hereby expressly waives any right to,perform any work on behalf of Landlord or otherwise exercise “self help” andany right to deduct or withhold any amounts from any rentals duehereunder.  Tenant acknowledges andagrees that all of its covenants and obligations contained herein areindependent of Landlord’s covenants and obligations contained herein.  Tenant shall neither be relieved from theperformance of any of its covenants and obligations (including, withoutlimitation, the obligation to pay Rent) nor entitled to terminate the Lease,due to a breach or default by Landlord of any of its obligations covenants orobligations, unless expressly permitted to the contrary by the terms of theLease.

18.           **Mutual Waiver ofSubrogation.** Notwithstanding anything to the contrary set forth in the Lease,Landlord and Tenant do hereby waive any and all claims against one another fordamage to or destruction of real or personal property to the extent such damageor destruction can be covered by ISO Causes of Loss — Special Form propertyinsurance.  Each party shall also beresponsible for the payment of any deductible amounts required to be

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paid under theapplicable ISO Causes of Loss — Special Form fire and casualty insurancecarried by the party whose property is damaged. These waivers shall apply if the damage would have been covered by acustomary ISO Causes of Loss — Special Form insurance policy, even if the partyfails to obtain such coverage.  Theintent of this provision is that each party shall look solely to its insurance withrespect to property damage or destruction which can be covered by ISO Causes ofLoss — Special Form insurance.  Tofurther effectuate the provisions of this Section 18, Landlord and Tenantboth agree to provide copies of the Lease, as amended by this Amendment (and inparticular, these waivers) to their respective insurance carriers and torequire such insurance carriers to waive all rights of subrogation against theother party with respect to property damage covered by the applicable ISOCauses of Loss — Special Form fire and casualty insurance policy.

19.           **Monument Signage.**  Subject to compliance with all applicablelaws, ordinances and governmental approvals (the compliance with which,including the procurement of all necessary permits and licenses, is Tenant’sresponsibility), Tenant shall have the right to install, at Tenant’s sole costand expense, a monument sign bearing Tenant’s name (“Tenant’s Monument Signage”)in accordance with the location(s), size, color, design, material, content,lighting and other characteristics reasonably approved in advance, in writingby Landlord.  At Tenant’s sole cost andexpense, Tenant shall maintain Tenant’s Monument Signage in good condition,subject to Landlord’s reasonable approval as to Tenant’s maintenance plan andimplementation.  Upon either: (i) anevent of default, which has not been cured within the applicable cure period,if any; (ii) the expiration or earlier termination of the Lease, (iii) theassignment of the Lease or sublet of the Premises, to any party other than anAffiliate or (iv) the occurrence of an event which causes the rentable squarefeet leased to Tenant to fall below 95,000 rentable square feet, Landlord shallhave the right, but not the obligation, to remove Tenant’s Monument Signage, torepair all injury or damage resulting from such removal, and Tenant shallreimburse Landlord for all actual costs incurred in connection with suchremoval and repair.  Landlord herebyapproves the design of the initial Tenant’s Monument Signage described on ExhibitE attached hereto, and Landlord shall not unreasonably withhold its consentto the proposed size and other characteristics of Tenant’s Monument Signage solong as such proposed signage is substantially similar to other monumentslocated on the Property.

20.           **Exterior Façade Signage**.   Subject to compliance with all applicablelaws, ordinances and governmental approvals (the compliance with which,including the procurement of all necessary permits and licenses, is Tenant’sresponsibility), Tenant shall have the right to install, at Tenant’s sole costand expense, Tenant’s name on the exterior façade of the  Buildings (“Tenant’s Building Signage”) inaccordance with the location(s), size, color, design, material, content,lighting and other characteristics to be reasonably approved by Landlord.  At Tenant’s sole cost and expense, Tenantshall maintain Tenant’s Building Signage in good condition, subject to Landlord’sreasonable approval as to Tenant’s maintenance plan and implementation.  Upon either: (i) an event of default, whichhas not been cured within the applicable cure period, if any, or; (ii) theexpiration or earlier termination of the Lease, Landlord shall have the right,but not the obligation, to remove Tenant’s Building Signage, to repair allinjury or damage resulting from such removal, and Tenant shall reimburseLandlord for all actual costs incurred in connection with such removal andrepair.  Landlord hereby approves thedesign of the initial Tenant’s Building Signage described on Exhibit Fattached hereto, and Landlord shall not unreasonably withhold its consent tothe proposed size and other characteristics of Tenant’s Building Signage solong as such proposed signage is substantially similar to Tenant’s existingsignage for the Original Premises.

21.           **Use.**        Landlord hereby acknowledges and agreesthat, subject to the terms of the Lease (including, without limitation, theobligation to comply with all laws and ordinances), Tenant shall be permittedto occupy and use the Premises for the following uses in addition to those usesotherwise permitted by the Lease:  lightmanufacturing, distribution, and a small animal colony in connection withTenant’s research and development laboratory.

22.           **Restatement**.        This Amendment operates to amend and restatethe Former Fifth Amendment in its entirety; accordingly, this Amendment supersedesand replaces the Former Fifth Amendment. The Former Fifth Amendment is hereafter deemed to be of no further forceand effect.

[SIGNATURES APPEARON NEXT PAGE]

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IN WITNESSWHEREOF, the parties herein have hereunto set their hands and seals, the dayand year first above written.
|            | **LANDLORD:**                                               |
|------------|-------------------------------------------------------------|
| ** ** | ** **                                                  |
| ** ** | **AP-SOUTHEAST REALTY, LP,**A Delaware limited  partnership |
| ** ** | ** **                                                  | ** ** |
| ** ** | By:   AP-SOUTHEAST GP                             |
| ** ** |                                                        |   |
| ** ** | By:                                                         | /s/ WILLIAM F. FUSEMAN III |
| ** ** | Print Name:                                                 | William F. Fuseman III |
| ** ** | Title:                                                      | Senior Vice President |
|            |                                                             |  |  |

 
|            | **TENANT:**                              |                  |
|------------|------------------------------------------|-----------------------|
| ** ** | ** **                               | ** **            |   |
| ** ** | **IMMUCOR, INC.,**a Georgia  corporation |
| ** ** | ** **                               | ** **            |   |
|       | By:                                      | /s/ RALPH A. EATZ     |   |
|       | Print Name:                              | Ralph A. Eatz         |   |
|       | Title:                                   | Senior Vice President |   |
|            |                                          |                       |  |  |

 

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**Exhibit A**

**[ATTACH FLOOR PLAN FOR EXPANSION SPACE]**

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**ExhibitB**

**TENANTIMPROVEMENTS**

1.             Thefollowing terms shall have the following definitions:  (a) “**Plans**” shallmean a permit set (final construction drawings) of plans and specifications forthe improvements to the Premises desired by Tenant and shall include thefollowing:  fully dimensionedarchitectural plan; electric/telephone outlet diagram; reflective ceiling planwith light switches; mechanical plan; furniture plan; electrical powercircuitry diagram; plumbing plans; all color and finish selections; all specialequipment and fixture specifications; and fire sprinkler design drawings; (b) “**Tenant Improvements**” shall mean all of the work described inthe Plans and any extra work or changes performed under revisions to the Plans;and (c) “**Work Cost**” shall mean the aggregate of(i) engineering and architectural fees for the Plans and the TenantImprovements, plus (ii) filing fees and permit costs incurred for the TenantImprovements, plus (iii) all costs of demolition of any existing improvementsin the Premises, plus (iv) the actual cost of all labor and materials furnishedin connection with the Tenant Improvements, including all costs associated withextra work or change orders, (v) the cost of wiring and cabling for thePremises, plus (vi) 3% of the tenant improvement allowance, representingLandlord’s fee for overhead and supervision.

2.             If and for as long as Tenant is notin default under the Lease beyond any applicable grace period, Tenant shall be entitledto a fixed price tenant improvement allowance in the amount of $1,448,594.00(i.e. $12.50 per rentable square foot of the Original Premises and $15.00 perrentable square foot of the Expansion Space). In the event of such defaultunder the Lease which is not cured by Tenant within the applicable graceperiod, Tenant shall pay to Landlord the Work Cost within five (5) days ofreceipt of a notice from Landlord as to the amount.  The tenant improvement allowance shall beapplied to the Work Cost.  Tenant shallpay the entire amount of the Work Cost which is in excess of theallowance.  If the entire tenantimprovement allowance is not exhausted to pay the Work Cost (when Landlordreasonably determines that the entire Work Cost has been fully paid), anyunused portion of the tenant improvement allowance (not to exceed the amount of$543,185.00, i.e. $5.00 per rentable square foot of the Premises) (the “AllowanceCredit”) may be applied as a credit towards future tenant improvements withinthe Premises during the first thirty-six (36) months during the Extended Term,until exhausted, payable upon the same terms and conditions as the initialtenant improvement allowance provided herein. If the amount of the tenant improvement allowance that is not used forWork Cost exceeds $543,185.00, Tenant will have no rights whatsoever to suchexcess amount.  Other than the AllowanceCredit, The improvement allowance set forth herein shall be available to Tenantonly for application to Work Cost attributable to Tenant Improvements performedby Tenant pursuant to this Exhibit B on or before the date which is onehundred eighty (180) days after the Expansion Effective Date.

3.             Tenant shall deliver to Landlordpreliminary space plans, prepared by Gensler, (“Preliminary Plans”) showing theimprovements Tenant desires to construct in the Expansion Space (and, to theextent applicable, in the Original Premises). Landlord will cooperate fully with Tenant and Ginzler and Associates,Tenant’s architect and the Building engineer to facilitate the preparation ofthe Plans, which Tenant will cause it architect and the Building engineer toprepare and which shall be consistent with the Preliminary Plans.  Landlord will respond promptly to anyrequests for information submitted by Tenant and Tenant’s architect and theBuilding engineer. Upon request by Tenant, Landlord will meet promptly withTenant’s architect and the Building engineer to review and discuss the Plans.Promptly following the completion of the Plans, Tenant shall cause the Plans tobe delivered to Landlord for Landlord’s written approval.  Landlord’s approval of the Plans shall not beunreasonably withheld, except for any elements of the Tenant Improvements whichmay affect the Building’s structure or systems, in which event Landlord maywithhold its approval in its sole discretion. Landlord must notify Tenant of its approval or disapproval of the Planswithin ten (10) days of Tenant’s delivery thereof to Landlord. Landlord’sfailure to respond to the Plans submitted by Tenant for Landlord’s approvalwithin such ten (10) day period shall be deemed to be Landlord’s approval ofsuch Plans.  The Plans shall be preparedby the Tenant’s architect, except for the electrical and mechanical plans,which shall be prepared by the approved Building licensed professionalengineer, Leapley Construction Group of Atlanta, LLC.  Both the architect and Building engineer willbe employed by Tenant pursuant to written contracts between Tenant and each ofthem.  The Plans shall comply with allapplicable laws, ordinances,

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directives, rules,regulations, and other requirements imposed by any and all governmentalauthorities having or asserting jurisdiction over the Premises.

4.             If Landlord validly disapproves anyportion of the Plans, Tenant shall cause the Plans to be revised andresubmitted to Landlord as soon as possible and Landlord shall have three (3)business days to review and notify Tenant of Landlord’s approval or disapprovalof the revised Plans, which approval shall not be unreasonably withheld basedon the same standards set forth above. Any approval by Landlord of any similar plans and specifications for anyother Alterations or the supervision by Landlord of any work performed onbehalf of Tenant shall not:  (a) implyLandlord’s approval of the quality of design or fitness of any material ordevice used; (b) imply that the Plans are in compliance with any codes or otherrequirements of governmental authority; (c) impose any liability on Landlord toTenant or any third party; or (d) serve as a waiver or forfeiture of any rightof Landlord.  Landlord hereby approvesthose plans prepared by Gensler & Associates dated January 19, 2004 withrespect to 6459 rentable square feet located at 7000 Gateway Drive.  Landlord further agrees not to unreasonablywithhold, condition or delay its approval as to any Plans presented by Tenantfor the Expansion Space which provide for the installation of substantiallysimilar improvements as were installed by Tenant and approved by Landlord forthe Original Premises.

5.             Tenant shall select a generalcontractor to perform the Tenant Improvements and shall enter into a contractwith such general contractor, subject to Landlord’s prior written approval ofsuch Contractor, which approval shall not be unreasonably withheld or delayed,for the construction of the Tenant Improvements.

6.             Tenant shall perform the TenantImprovements in a good and workmanlike manner, using Building Standardmaterials.  Other than as set forth inthis Work Letter or in the Amendment to which this Work Letter is attached, (a)Landlord has made no representation or promise as to the condition of thePremises, (b) Tenant has inspected the Premises and is fully familiar with thephysical condition of the Premises, and shall accept the Premises in its thenexisting “as is,” “where is” condition, (c) Landlord shall not perform any work and shall not perform any work as toany portions of the Premises, (d) Landlord has made no warranty, express orimplied, or representation as to fitness or suitability, and (e) Landlord willnot be liable for any latent or patent defect in the Premises.

7.             Tenant shall have the right torequest changes from time to time in the Plans if approved by Landlord, whichapproval shall not be unreasonably withheld so long as Tenant pay all increasesin the Work Cost (subject to Landlord providing the tenant improvementallowance)

8.             Tenant shall perform all work notshown on the Plans.

9.             The tenant improvement allowanceshall be paid within twenty-one days after all of the following events haveoccurred:  (a) the Tenant Improvementshave been Substantially Completed; (b) Tenant has delivered to Landlord finalreleases of lien from Tenant’s general contractor and all subcontractors andmaterial suppliers and a final contractor’s affidavit from the generalcontractor in accordance with the laws of the State where the Premises arelocated, and in a form and substance reasonably acceptable to Landlord; (c)Tenant has moved into the Expansion Space and opened for business in theExpansion Space; and (d) Tenant has paid the Rent due for the first month ofthe demised term with respect to the Expansion Space.  Tenant shall provide Landlord with truecopies of bills paid by Tenant for the Tenant Improvements, and Landlord shallreimburse Tenant for the amount set forth in the bills up to the amount of thetenant improvement allowance.  AtLandlord’s option, the tenant improvement allowance or any portion of it may bepaid by Landlord directly to the general contractor, subcontractor or materialsupplier performing the Tenant Improvements who notifies Landlord that it hasnot been paid.  If Tenant is in defaultunder this Lease beyond any applicable notice and cure period, Landlord may, inaddition to all its other available rights and remedies, withhold payment ofany unpaid portion of the tenant improvement allowance.  If Tenant makes an appropriate request, priorto the expiration of such one hundred eighty (180) day period as provided inSection 2 above, for disbursement of the tenant improvement allowance and hassatisfied the requirements of items (a) — (d) above, Landlord will be obligatedto make the disbursement of the requested portion of the tenant improvementallowance even though Landlord’s twenty-one (21) day period to make thedisbursement occurs more than one hundred eighty days after the ExpansionEffective Date.

This exhibit shallonly apply to the Expansion Space and the Original Premises and shall not applyto any additional space added to the Original Premises or Expansion Space atany time after the date of this Amendment, whether

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under any optionsunder the Lease or otherwise, or to any portion of the Premises or anyadditions to the Premises in the event of a renewal or extension of theExtended Term, whether under any options under the Lease or otherwise, unlessexpressly so provided in the Lease or an amendment to the Lease.

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Exhibit C

[attach list ofsuperior rights to Offer Space]

none

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Exhibit D

[attachdescription of Parking Areas]

 

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