Exhibit
10.2


 


 


INDUSTRIAL
MULTI-TENANT LEASE


BETWEEN


AMB
PROPERTY, L.P.


AS
LANDLORD


AND


IMMUCOR,
INC. 


AS
TENANT


AT


2935
Amwiler Road, Suite C

Atlanta, GA 30360













AMB
PROPERTY, L.P.

INDUSTRIAL MULTI-TENANT LEASE


1.                                      Basic
Provisions (“Basic Provisions”).


1.1                                 Parties:  This Lease (“Lease”) dated  December 29, 2005, is made by and between
AMB Property, L.P., a Delaware limited partnership, (“Landlord”) and Immucor,
Inc., a Georgia corporation  (“Tenant”)
(collectively the “Parties,” or individually a “Party”).


1.2                                 Premises:  Approximately 16,907 square feet of space
outlined on Exhibit A attached hereto (“Premises”),
of the building (“Building”) located at 2935 Amwiler Road, Suite C, in the City
of Atlanta, State of Georgia.  The
Building is located in the industrial center commonly known as Amwiler-Gwinnett
Industrial Park (the “Industrial Center”).  Tenant shall have non-exclusive rights to the
Common Areas (as defined in Paragraph 2.2 below), but shall not have any rights
to the roof, exterior walls or utility raceways of the Building or to any other
buildings in the Industrial Center.  The
Premises, the Building, the Common Areas, the land upon which they are located
and all other buildings and improvements thereon are herein collectively
referred to as the “Industrial Center.”


1.3                                 Term:
Ten (10) years, Eight (8) months and One (1) day (“Term”) commencing December
31, 2005 (“Commencement Date”) and ending August 31, 2016 (“Expiration Date”)
as later affirmed or amended by execution of a Commencement Date Certificate
Addendum.


1.4                                 Base
Rent:  $6,058.34 per month (“Base
Rent”).  $6,058.34
payable upon execution of this Lease for first month’s rent. No security
deposit required.


1.5                                 Tenant’s
Share of Operating Expenses (“Tenant’s Share”):


	
  (a)

  	
   

  	
  Industrial
  Center

  	
   

  	
  3.882

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Building

  	
   

  	
  25.189

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Base Year

  	
   

  	
  2006

  	
   

  



 


1.6                                 Tenant’s
Estimated Monthly Rent Payment: 
Following is the estimated monthly Rent payment to Landlord pursuant to
the provisions of this Lease.  This
estimate is made at the inception of the Lease and is subject to adjustment
pursuant to the provisions of this Lease:


	
  (a)

  	
   

  	
  Base Rent
  (Paragraph 4.1)

  	
   

  	
  $

  	
  6,058.34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Operating Expenses (Paragraph 4.2; excluding
  Landlord Insurance, Real Property Taxes, and HVAC)

  	
   

  	
  $

  	
  521.30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Landlord Insurance
  (Paragraph 8.3)

  	
   

  	
  $

  	
  0.00

  	
   

  




 1
 









 


	
  (d)

  	
   

  	
  Real Property Taxes (Paragraph 10)

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  HVAC maintenance (Paragraph 4.2)

  	
   

  	
  $

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Estimated Monthly
  Payment

  	
   

  	
  $

  	
  6,579.64

  	
   

  



 


1.7                                 Security
Deposit:  None (“Security Deposit”).


1.8                                 Permitted
Use (“Permitted Use”):                  Office,
Warehouse and related uses


1.9                                 Guarantor(s):                          N/A


1.10                           Addenda
and Exhibits: Attached hereto are the following Addenda and Exhibits, all
of which constitute a part of this Lease:


	
  (a)

  	
  Addenda:

  	
  Landlord Remedies in the Event of Tenant Default
  (State of Georgia)

  
	
   

  	
   

  	
  Special Terms

  
	
   

  	
   

  	
  Option to Renew

  
	
   

  	
   

  	
  Commencement Date Certificate

  
	
   

  	
   

  	
  Early Possession and Inducement Recapture

  
	
   

  	
   

  	
  Tenant’s Right to Construct Improvements

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  Exhibits:

  	
  Exhibit A: Description of
  Premises

  
	
   

  	
   

  	
  Exhibit B: Rules and
  Regulations

  
	
   

  	
   

  	
  Exhibit C: Environmental and
  Use Questionnaire

  
	
   

  	
   

  	
  Exhibit D: Landlord’s Waiver
  of Lien and Security Interest

  
	
   

  	
   

  	
  Exhibit E: Glossary

  



 


1.11                           Address
for Rent Payments:  All amounts
payable by Tenant to Landlord shall until further notice from Landlord be paid
to AMB Property, L.P. at the following address:


AMB Property, L.P.


C/O CB Richard Ellis


3340 Peachtree Rd. NE


Building 100, Suite 1050


Atlanta,
GA 30326


1.12                           Brokers:
                CB
Richard Ellis (Landlord)


Trammell Crow Services, Inc. (Tenant)



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2.                                      Premises,
Parking and Common Areas.


2.1                                 Letting.  Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord the Premises upon all of the terms, covenants and
conditions set forth in this Lease.  Any
statement of square footage set forth in this Lease or that may have been used
in calculating Base Rent and/or Operating Expenses is an approximation which Landlord
and Tenant agree is reasonable and the Base Rent and Tenant’s Share based
thereon is not subject to revision whether or not the actual square footage is
more or less.


2.2                                 Common
Areas - Definition.  “Common Areas”
are all areas and facilities outside the Premises and within the exterior
boundary line of the Industrial Center and interior utility raceways within the
Premises that are provided and designated by the Landlord from time to time for
the general non-exclusive use of Landlord, Tenant and other tenants of the
Industrial Center and their respective employees, suppliers, shippers, tenants,
contractors and invitees. Landlord covenants and agrees that it will not permit
the Parking Areas to be used by any parties other than the tenants of the Building
and their employees, contractors and invitees.


2.3                                 Common
Areas - Tenant’s Rights.  Landlord
hereby grants to Tenant, for the benefit of Tenant and its employees,
suppliers, shippers, contractors, customers and invitees, during the term of
this Lease, the non-exclusive right to use, in common with others entitled to
such use, the Common Areas as they exist from time to time, subject to the
terms and conditions hereof and the Rules and Regulations attached hereto as Exhibit B.


2.4                                 Common
Areas - Rules and Regulations. 
Landlord shall have the exclusive control and management of the Common
Areas subject to the terms and conditions of Section 2.5 below and shall have
the right, from time to time, to amend and enforce reasonable Rules and
Regulations (Exhibit B), including signage,  with respect thereto in accordance with Paragraph 16.19.


2.5                                 Common
Area Changes.  Landlord shall have
the right, in Landlord’s sole discretion, from time to time:


(a)                                  To
make changes to the Common Areas, including, without limitation, changes in the
locations, size, shape and number of driveways, entrances, parking spaces,
parking areas, loading and unloading areas, ingress, egress, direction of
traffic, landscaped areas, walkways and utility raceways, provided that no
change made to the Common Areas materially and adversely affects Tenant’s use
or occupancy of the Premises or Building or materially and adversely affects
Tenant’s use, occupancy, or access to the Common Areas, Premises, Building or
Industrial Center.;


(b)                                 To
close temporarily any of the Common Areas for maintenance purposes so long as
reasonable pedestrian and vehicle access between the Premises, the Industrial
Center and all Public Roads remains available;


(c)                                  To
add additional improvements to the Common Areas so long as no such additional
improvements materially and adversely affects Tenant’s use or occupancy of the



 3
 









Premises or
Building or materially and adversely affects Tenant’s use, occupancy, or access
to the Common Areas, Premises, Building or Industrial Center;


(d)                                 To
use the Common Areas while engaged in making additional improvements, repairs
or alterations to the Industrial Center, or any portion thereof so long as no
such use and no such additional improvements, repairs or alterations materially
and adversely affect Tenant’s use or occupancy of the Premises or Building or
materially and adversely affect Tenant’s use, occupancy, or access to the
Common Areas, Premises, Building or Industrial Center; and


(e)                                  To
do and perform such other acts and make such other changes in, to or with
respect to the Common Areas and Industrial Center as Landlord may, in the
exercise of sound business judgment, deem to be appropriate, so long as no such
acts or changes materially and adversely affect Tenant’s use or occupancy of
the Premises or Building or materially and adversely affect Tenant’s use,
occupancy, or access to the Common Areas, Premises, Building or Industrial
Center.


3.                                      Term.


3.1                                 Term.  The Commencement Date, Expiration Date and
Term of this Lease are as specified in Paragraph 1.3.


3.2                                 Delay
in Possession. On or before 8:00 am local time on the Target Date, Landlord
shall deliver exclusive possession of the Premises to Tenant with the Premises
being in Required Delivery Condition. 
The “Target Date” shall be December 31, 2005, but shall be extended by
one day for each day the Landlord is delayed in delivering exclusive possession
of the Premises to Tenant in Required Delivery Condition except in the case of
a default by Tenant hereunder or any other negligence or willful misconduct by
Tenant or willful misconduct.  For
purposes hereof, the Premises shall be in “Required Delivery Condition” if (a)
the Premises is vacant and free of all tenancies other than Tenant’s rights of
possession hereunder, (b) the Premises and Building are broom clean and in good
condition and comply with all applicable laws, codes, regulations and
ordinances, (c) all electrical, plumbing, heating, ventilation, air
conditioning, mechanical, life safety and lighting systems serving the Premises
are in good, working order, (d) the Common Areas are in good condition and
comply with all applicable laws, codes, regulations and ordinances, and (e) the
Premises is free of Hazardous Substances. 
If for any reason Landlord fails to deliver exclusive possession of the
Premises to Tenant in Required Delivery Condition by 8:00 a.m. local time on
the Target Date, such failure shall not affect the validity of this Lease, but
(1) the Commencement Date shall be extended until the date that Landlord
delivers to Tenant exclusive possession of the Premises in Required Delivery
Condition, (2) the Expiration Date shall be extended so that the Lease Term is
ten (10) years, and eight (8) months from and after the Commencement Date, and (3)
Tenant shall not be obligated to pay Rent hereunder or perform any other
obligation of Tenant under the terms of this Lease until Landlord delivers
exclusive possession of the Premises to Tenant in Required Delivery
Condition.  If Landlord fails to deliver
exclusive possession of the Premises to Tenant in Required Delivery Condition
on or before the date that is sixty (60) days after the Target Date,



 4
 









Tenant shall have
the right to terminate this Lease upon notice to Landlord given on or before
the date that is ten days after the end of such sixty (60) day period.


3.3                                 Commencement
Date Certificate.  At the request of
Landlord so long as Tenant does not know of any reason that Landlord has failed
to perform its obligations under Section 3.2 above,, Tenant shall execute and
deliver to Landlord a completed certificate (“Commencement Date Certificate”)
in the form attached hereto as an addendum.


4.                                      Rent.


4.1                                 Base
Rent.  Tenant shall pay to Landlord
Base Rent and other monetary obligations of Tenant to Landlord under the terms
of this Lease (such other monetary obligations are herein referred to as “Additional
Rent”) in lawful money of the United States, without offset or deduction except
as set forth herein, in advance on or before the first day of each month.  Base Rent and Additional Rent for any period
during the term hereof which is for less than one full month shall be prorated
based upon the actual number of days of the month involved.  Payment of Base Rent and Additional Rent
shall be made to Landlord at its address stated herein or to such other persons
or at such other addresses as Landlord may from time to time designate in
writing to Tenant.  Base Rent and
Additional Rent are collectively referred to as “Rent”.  All monetary obligations of Tenant to
Landlord under the terms of this Lease are deemed to be rent. No payment by
Tenant or receipt by Landlord of rent hereunder shall be deemed to be other
than on account of the amount due, and no endorsement or statement on any check
or any letter accompanying any check or payment of rent shall be deemed an
accord and satisfaction, and Landlord may accept such check as payment without
prejudice to Landlord’s right to recover the balance of such installment or
payment of rent or pursue any other remedies available to Landlord.


4.2                                 Operating
Expenses.  Landlord shall cause the
Common Areas to be maintained in good condition. Tenant shall pay to Landlord
on the first day of each month during the term hereof, in addition to the Base
Rent, Tenant’s Share of all Operating Expenses in accordance with the following
provisions:


(a)                                  “Operating
Expenses” are all costs incurred by Landlord relating to the ownership and
operation of the Industrial Center, Building and Premises including, but not
limited to, the following:


(i)                                     The
operation, repair, maintenance and replacement in neat, clean, good order and
condition of the Common Areas, including parking areas, loading and unloading
areas, trash areas, roadways, sidewalks, walkways, parkways, driveways,
landscaped areas, striping, bumpers, irrigation systems, drainage systems,
lighting facilities, fences and gates, 
exterior signs and tenant directories.


(ii)                                  Water,
gas, electricity, telephone and other utilities servicing the Common Areas.



 5
 









(iii)                               Trash
disposal, janitorial services, snow removal, property management and
life/safety systems.


(iv)                              Reserves
set aside for maintenance, repair and replacement of the Common Areas and
Building.


(v)                                 Real
Property Taxes above Base Year 2006.


(vi)                              Premiums
for the insurance policies maintained by Landlord above Base Year 2006 under
Paragraph 8 hereof.


(vii)                           Environmental
monitoring and insurance programs.


(viii)                        Monthly
amortization of capital improvements to the Common Areas and the Building
components.  The monthly amortization of
any given capital improvement shall be the sum of the (i) quotient obtained by
dividing the cost of the capital improvement by Landlord’s estimate of the
number of months of useful life of such improvement (which useful life shall be
consistent with the useful life of such item using GAAP) plus (ii) an amount
equal to the cost of the capital improvement times 1/12 of the lesser of 12% or
the maximum annual interest rate permitted by law.


(ix)                                Maintenance
of the Building including, but not limited to, painting, caulking and repair
and replacement of Building components, including, but not limited to,  elevators and fire detection and sprinkler
systems.


(x)                                   If
Tenant fails to maintain the Premises, any expense incurred by Landlord for
such maintenance.


(b)                                 Tenant’s
Share of Operating Expenses that are not specifically attributed to the
Premises or Building (“Common Area Operating Expenses”) shall be that
percentage shown in Paragraph 1.5(a). 
Tenant’s Share of Operating Expenses that are attributable to the
Building (“Building Operating Expenses”) shall be that percentage shown in
Paragraph 1.5(b).  Landlord in its
reasonable discretion shall determine which Operating Expenses are Common Area
Operating Expenses, Building Operating Expenses or expenses to be entirely
borne by Tenant.


(c)                                  The
inclusion of the improvements, facilities and services set forth in
Subparagraph 4.2(a) shall not be deemed to impose any obligation upon Landlord
to either have said improvements or facilities or to provide those services.


(d)                                 Tenant shall pay monthly in advance on the same day as the
Base Rent is due Tenant’s Share of estimated Operating Expenses and other
charges payable in the amount set forth in Paragraph 1.6.  Landlord shall deliver to Tenant within 90
days after the expiration of each calendar year a reasonably detailed statement
showing Tenant’s Share of the actual Operating Expenses incurred during the
preceding year.  If Tenant’s estimated
payments under this Paragraph 4(d) during the preceding year exceed Tenant’s
Share as indicated on said



 6
 









statement, Tenant shall be
credited the amount of such overpayment against Tenant’s Share of Operating
Expenses next becoming due.  If Tenant’s
estimated payments under this Paragraph 4.2(d) during said preceding year were
less than Tenant’s Share as indicated on said statement, Tenant shall pay to
Landlord the amount of the deficiency within thirty (30) days after delivery by
Landlord to tenant of said statement.  At
any time Landlord may adjust the amount of the estimated Tenant’s Share of
Operating Expenses to reflect Landlord’s estimate of such expenses for the
year.


(e)                                  Notwithstanding anything to the contrary herein, “Operating
Expenses” shall not include:  (a) costs
of repairs, restoration or other work occasioned by fire, wind, the elements or
other casualty, to the extent covered by insurance proceeds received by
Landlord; (b) income and franchise taxes of Landlord; (c) expenses incurred in
leasing to or procuring of tenants, leasing commissions, advertising expenses
and expenses for the renovating of space leased to tenants; (d) interest or
principal payments on any mortgage, deed to secure debt or other indebtedness
of Landlord; (e) operating expenses which are the individual responsibility of
Tenant or of other tenants; (f) cost of any item for which Landlord received
reimbursement (other than by virtue of a tenant paying its pro rata share of
Operating Expenses), by way of insurance proceeds, condemnation awards,
warranty payments or otherwise; (g) costs paid to any affiliates or other
parties related to Landlord for services or materials to the extent such costs
are in excess of the amount which would be paid to an unrelated third party at
market prices for such materials or services; (h) any amounts payable by
Landlord as a result of Landlord’s failure to perform its obligations on a
timely basis including fines, penalties, late fees and overtime expenses; (i)
rent or any other payments due pursuant to a ground lease; (j) cost of any work
performed for or service provided to any tenant which is in excess of the work
available to Tenant under this Lease; (k) rental payment for any equipment to
the extent such expenses would be capital expenses if the equipment in question
were purchased rather than leased; (l) legal expenses, accounting expenses or
other professional fees arising out of any matter whatsoever other than
directly in connection with the Operating Expenses or Taxes; (m) capital
expenses of any kind whatsoever except as expressly permitted above; (n) cost
of removal, abatement or treatment of asbestos or any other Hazardous
Substances (as hereinafter defined) on or from the Industrial Center or in or
from the Building; (o) any costs related to the wages and fringe benefits
payable to any employees above the level of building manager; and any wages and
fringe benefits properly including in Operating Expenses and paid to any
employee whose time is split between the operation of the Building and other
buildings shall be allocated to the Building based on the time spent in
connection with operating the Building; (p) any insurance premiums paid by
Landlord in excess of commercially reasonable amounts.


(f)                                    Within ninety (90) days after Tenant receives Landlord’s
Operating Expenses  statement, Tenant may
contest such statement by providing written notice to Landlord.  If Tenant timely contests such Operating
Expenses statement, Tenant shall have the right to inspect and examine, at
reasonable times during normal business hours, Landlord’s books of account and
records pertaining to the Operating Expenses, all at Tenant’s sole cost and
expense.  Such audit shall be conducted
at the offices of the Building manager where such records are kept.  Landlord and/or Landlord’s Building manager
shall cooperate with Tenant and/or Tenant’s representatives with respect to any
such specific inquiries or questions and with respect to the



 7
 









conduct of such audit, so as to
facilitate the prompt and efficient answer thereto and/or conduct of same, as
applicable.  Tenant shall notify Landlord
of the results of such audit in writing. 
Landlord may have an agent or employee present during such inspection
and audit. Landlord shall have the right to dispute the results of Tenant’s
audit.  Any such dispute shall be
resolved by a certified public accountant mutually satisfactory to Landlord and
Tenant, or selected by  the American
Arbitration Association if Landlord and Tenant cannot agree on the identity of
such accountant.  If the audit by Tenant
shall ultimately disclose that Tenant has overpaid Landlord for its share
of  Operating Expenses, such overpayment
shall be applied to the next accruing installment(s) of Additional Rent due
from Tenant, until such credit is depleted, or if insufficient installment(s)
of Additional Rent remain, Landlord shall pay such sums to Tenant in cash.  If the audit shall ultimately disclose that
Tenant has overpaid Landlord for its share of Operating Expenses by more than
five percent (5%), Landlord shall reimburse Tenant for the reasonable costs of
such audit.


5.                                      Security
Deposit. Intentionally Deleted.


6.                                      Use.


6.1                                 Permitted
Use.  Tenant shall not use or occupy
the Premises for any purpose other than for the Permitted Use set forth in
Paragraph 1.8. .  Nothing herein shall
obligate Tenant to conduct business within the Premises. Tenant shall not
commit any nuisance, permit the emission of any objectionable noise or odor,
suffer any waste, make any use of the Premises which is contrary to any law or
ordinance or which will invalidate or increase the premiums for any of Landlord’s
insurance. Landlord represents and warrants that use of the Premises for the
Permitted Use is permitted by applicable laws and ordinances and will not
invalidate or increase the premiums of any of Landlord’s insurance. Tenant
shall not service, maintain or repair vehicles (other than any forklifts and
similar equipment used by Tenant) on the Premises, Building or Common
Areas.  Tenant shall not store foods,
pallets, drums or any other materials outside the Premises. Landlord makes no
(and does hereby expressly disclaim any) covenant, representation or warranty
as to the Permitted Use being allowed by or being in compliance with any
applicable laws, rules, ordinances or restrictive covenants now or hereafter
affecting the Premises, and any zoning letters, copies of zoning ordinances or
other information from any governmental agency or other third party provided to
Tenant by Landlord or any of Landlord’s agents or employees shall be for
informational purposes only, Tenant hereby expressly acknowledging and agreeing
that Tenant shall conduct and rely solely on its own due diligence and
investigation with respect to the compliance of the Permitted Use with all such
applicable laws, rules, ordinances and restrictive covenants and not on any
such information provided by Landlord or any of its agents or employees.


6.2                                 Hazardous
Substances.


(a)                                  Reportable
Uses Require Consent.  The term “Hazardous
Substance” as used in this Lease shall mean any product, substance, chemical,
material or waste whose presence, nature, quantity and/or intensity of
existence, use, manufacture, disposal, transportation, spill, release or
effect, either by itself or in combination with other materials



 8
 









expected to be on
the Premises, is either:  (i) potentially
injurious to the public health, safety or welfare, the environment, or the
Premises; (ii) regulated or monitored by any governmental authority; or (iii) a
basis for potential liability of Landlord to any governmental agency or third
party under any applicable statute or common law theory.  Hazardous Substance shall include, but not be
limited to, hydrocarbons, petroleum, gasoline, crude oil or any products or
by-products thereof.  Tenant shall not
engage in any activity in or about the Premises which constitutes a Reportable
Use (as hereinafter defined) of Hazardous Substances without the express prior
written consent of Landlord (which shall not be unreasonably withheld,
conditioned or delayed and compliance in a timely manner (at Tenant’s sole cost
and expense) with all Applicable Requirements (as defined in Paragraph 6.3).  “Reportable Use” shall mean (i) the
installation or use of any above or below ground storage tank, (ii) the
generation, possession, storage, use, transportation, or disposal of a
Hazardous Substance that requires a permit from, or with respect to which a
report, notice, registration or business plan is required to be filed with, any
governmental authority, and (iii) the presence in, on or about the Premises of
a Hazardous Substance with respect to which any Applicable Requirements require
that a notice be given to persons entering or occupying the Premises or
neighboring properties.  Notwithstanding
the foregoing, Tenant may, without Landlord’s prior consent, but upon notice to
Landlord and in compliance with all Applicable Requirements, use any ordinary
and customary materials reasonably required to be used by Tenant in the normal
course of the Permitted Use, so long as such use is not a Reportable Use and
does not expose the Premises, or neighboring properties to any meaningful risk
of contamination or damage or expose Landlord to any liability therefor.  In addition, Landlord may (but without any
obligation to do so) condition its consent to any Reportable Use of any
Hazardous Substance by Tenant upon Tenant’s giving Landlord such additional
assurances as Landlord, in its reasonable discretion, deems necessary to
protect itself, the public, the Premises and the environment against damage,
contamination or injury and/or liability therefor, including but not limited to
the installation (and, at Landlord’s option, removal on or before Lease
expiration or earlier termination) of reasonably necessary protective
modifications to the Premises (such as concrete encasements) and/or the deposit
of an additional Security Deposit. Tenant acknowledges (i) completion of
Environmental and Use Questionnaire (Exhibit C) and (ii) Landlord’s reliance
upon same as a material inducement to enter into the Lease.


(b)                                 Duty
to Inform.  If Tenant knows, or has
reasonable cause to believe, that a Hazardous Substance is located in, under or
about the Premises or the Building, Tenant shall immediately give Landlord
written notice thereof, together with a copy of any statement, report, notice,
registration, application, permit, business plan, license, claim, action, or
proceeding given to, or received from, any governmental authority or private
party concerning the presence, spill, release, discharge of, or exposure to,
such Hazardous Substance.  Tenant shall
not cause or permit any Hazardous Substance to be spilled or released in, on, under
or about the Premises (including, without limitation, through the plumbing or
sanitary sewer system).


If Landlord knows,
or has reasonable cause to believe, that Landlord or any employee, contractor,
tenant or invitee of Landlord has introduced any Hazardous Substance in, under
or about the Premises or the Building, Landlord shall immediately give Tenant
written notice thereof, together with a copy of any statement, report, notice,
registration, application, permit, business plan,



 9
 









license, claim,
action, or proceeding given to, or received from, any governmental authority or
private party concerning the presence, spill, release, discharge of, or
exposure to, such Hazardous Substance. 
Landlord shall not spill or release or permit any of its employees, contractors,
tenants or invitees to spill or release any Hazardous Substance in, on, under
or about the Premises (including, without limitation, through the plumbing or
sanitary sewer system), Building or Common Areas.


(c)                                  Indemnification.  Tenant shall indemnify, protect, defend and
hold Landlord, Landlord’s affiliates, Lenders, and the officers, directors,
shareholders, partners, employees, managers, independent contractors, attorneys
and agents of the foregoing (“Landlord Entities”) and the Premises, harmless
from and against any and all damages, liabilities, judgments, costs, claims,
liens, expenses, penalties, loss of permits and attorneys’ and consultants’
fees arising out of or involving any Hazardous Substance brought onto the
Premises by or for Tenant or by any of Tenant’s employees, agents, contractors
or invitees.  Tenant’s obligations under
this Paragraph 6.2(c) shall include, but not be limited to, the effects of any
contamination or injury to person, property or the environment created or
suffered by Tenant or Tenant’s employees, agents, contractors or invitees, and
the cost of investigation (including consultants’ and attorneys’ fees and
testing), removal, remediation, restoration and/or abatement thereof, or of any
contamination therein involved.  Tenant’s
obligations under this Paragraph 6.2(c) shall survive the expiration or earlier
termination of this Lease.


Landlord shall
indemnify, protect, defend and hold Tenant, Tenant’s affiliates, Lenders, and
the officers, directors, shareholders, partners, employees, managers,
independent contractors, attorneys and agents of the foregoing (“Tenant
Entities”), harmless from and against any and all damages, liabilities,
judgments, costs, claims, liens, expenses, penalties, loss of permits and
attorneys’ and consultants’ fees arising out of or involving any Hazardous
Substance brought onto the Industrial Center by or for Landlord or by any of
Landlord’s employees, agents, contractors or invitees.  Landlord’s obligations under this Paragraph
6.2(c) shall include, but not be limited to, the effects of any contamination
or injury to person, property or the environment created or suffered by
Landlord, and the cost of investigation (including consultants’ and attorneys’
fees and testing), removal, remediation, restoration and/or abatement thereof,
or of any contamination therein involved. 
Landlord’s obligations under this Paragraph 6.2(c) shall survive the
expiration or earlier termination of this Lease.


6.3                                 Tenant’s
Compliance with Requirements.  Tenant
shall, at Tenant’s sole cost and expense, fully, diligently and in a timely
manner, comply with all “Applicable Requirements,” which term is used in this
Lease to mean all laws, rules, regulations, ordinances, directives, covenants,
easements and restrictions of record, permits, the requirements of any
applicable fire insurance underwriter or rating bureau, and the recommendations
of Landlord’s engineers and/or consultants, relating in any manner to the
Premises (including but not limited to matters pertaining to (i) industrial
hygiene, (ii) environmental conditions on, in, under or about the Premises,
including soil and groundwater conditions, and (iii) the use, generation,
manufacture, production, installation, maintenance, removal, transportation,
storage, spill or release of any Hazardous Substance), now in effect or which
may hereafter come into effect.  Tenant
shall, within 5 days after receipt of Landlord’s written request, provide
Landlord with copies of all



 10
 









documents and
information evidencing Tenant’s compliance with any Applicable Requirements and
shall immediately upon receipt, notify Landlord in writing (with copies of any
documents involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or involving failure by Tenant or
the Premises to comply with any Applicable Requirements.


6.4                                 Inspection;
Compliance with Law.  In addition to
Landlord’s environmental monitoring and insurance program, the cost of which is
included in Operating Expenses, Landlord and the holders of any mortgages,
deeds of trust or ground leases on the Premises (“Lenders”) shall have the
right to enter the Premises at any time in the case of an emergency, and
otherwise at reasonable times, for the purpose of inspecting the condition of
the Premises and for verifying compliance by Tenant with this Lease and all
Applicable Requirements.  Landlord shall
be entitled to employ experts and/or consultants in connection therewith to
advise Landlord with respect to Tenant’s installation, operation, use,
monitoring, maintenance, or removal of any Hazardous Substance on or from the
Premises.  The cost and expenses of any
such inspections shall be paid by the party requesting same. Landlord shall use
reasonable efforts to ensure any such entry into the Premises to be performed
in a manner that does not materially interfere with Tenant’s use and enjoyment
of the Premises and shall indemnify, protect, defend and hold Tenant, the
Tenant Entities and the Premises, harmless from and against any and all damages,
liabilities, judgments, costs, claims, liens, expenses, penalties, loss of
permits and attorneys’ and consultants’ fees arising out of any such entry into
the Premises.


7.                                      Maintenance,
Repairs, Trade Fixtures and Alterations.


7.1                                 Tenant’s
Obligations.  Subject to the
provisions of Paragraph 7.2 (Landlord’s Obligations), Paragraph 9 (Damage or
Destruction), Paragraph 14 (Condemnation) and Landlord’s obligation to deliver
the Premises to Tenant in Required Delivery Condition, Tenant shall, at Tenant’s
sole cost and expense and at all times, keep the Premises and every part
thereof in good order, condition and repair (whether or not such portion of the
Premises requiring repair, or the means of repairing the same, are reasonable
or readily accessible to Tenant and whether or not the need for such repairs
occurs as a result of Tenant’s use, any prior use, the elements or the age of
such portion of the Premises) including, without limiting the generality of the
foregoing, all equipment or facilities exclusively serving the Premises and no
other space, such as plumbing, heating, air conditioning, ventilating,
electrical, lighting facilities, boilers, fired or unfired pressure vessels,
fire hose connectors if within the Premises, fixtures, interior walls, interior
surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and
skylights, but excluding any items which are the responsibility of Landlord
pursuant to Paragraph 7.2 below.  Tenant’s
obligations shall include restorations, replacements or renewals when necessary
to keep the Premises and all improvements thereon or a part thereof in good
order, condition and state of repair.


7.2                                 Landlord’s
Obligations.  Subject to the
provisions of Paragraph 6 (Use), Paragraph 7.1 (Tenant’s Obligations), Paragraph
9 (Damage or Destruction) and Paragraph 14 (Condemnation), Landlord at its
expense and not subject to reimbursement pursuant to Paragraph 4.2, shall keep
in good order, condition and repair (including replacements) the foundations,



 11
 









structural components
of the roof, floor slab, exterior walls of the Building, utility systems
(including, but not limited to, any plumbing, heating, air conditioning,
ventilating, electrical, mechanical, lighting facilities, boilers, fired or
unfired pressure vessels, fire hose connectors) that do not serve the Premises
exclusively and any portions of any utility systems located outside the
Premises.  Landlord, subject to
reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition
and repair the nonstructural components of the Building roof and Common Areas.


7.3                                 Alterations.  Tenant shall not make nor cause to be made
any alterations, installations in, on, under or about the Premises without the
prior written consent of Landlord, which shall not be unreasonably withheld,
conditioned or delayed.  Notwithstanding
the foregoing, Tenant shall have the right to make cosmetic non-structural
alterations to the Premises, such as painting, carpeting and wall papering,
costing no more than $50,000.00.  Any
alterations, physical additions or improvements to the Premises made by Tenant
shall at once become the property of Landlord and shall be surrendered to
Landlord upon the expiration or earlier termination of this Lease.  Nothing in this Lease shall be deemed to be,
or construed in any way as constituting, the consent or request of Landlord,
expressed or implied, by inference or otherwise, to any person, firm or
corporation for the performance of any labor or the furnishing of any materials
for any construction, rebuild­ing, alteration or repair of or to the Premises
or any part thereof, nor as giving Tenant any right, power or authority to
contract for or permit the rendering of any services or the furnishing of any
materials which might in any way give rise to the right to file any lien
against Landlord’s interest in the Premises. 
Landlord shall have the right to post and keep posted at all reasonable
times on the Premises any notices which Landlord shall be required so to post
for the protection of Landlord and the Demised Premises from any such
lien.  Tenant agrees to promptly execute
such instruments in recordable form as are necessary to give public notice of
the terms and conditions hereof.  Tenant
is hereby informed that Landlord may have already filed a notice in the public
records which precludes the Landlord’s interest in Building from being subject
to the liens of contractors performing work for Tenant.


7.4                                 Surrender/Restoration.  Tenant shall surrender the Premises by the
end of the last day of the Lease term or any earlier termination date, clean
and free of debris and in good operating order, condition and state of repair,
ordinary wear and tear excepted.  Without
limiting the generality of the above, Tenant shall remove all personal
property, trade fixtures and floor bolts, patch all floors and cause all lights
to be in good operating condition.


8.                                      Insurance;
Indemnity.


8.1                                 Payment
of Premiums.  The cost of the
premiums above the Base Year 2006 for the insurance policies maintained by
Landlord under this Paragraph 8 shall be a Common Area Operating Expense
pursuant to Paragraph 4.2 hereof. 
Premiums for policy periods commencing prior to, or extending beyond,
the term of this Lease shall be prorated to coincide with the corresponding
Commencement Date or Expiration Date.



 12
 









8.2                                 Tenant’s
Insurance.


(a)                                  At
its sole cost and expense, Tenant shall maintain in full force and effect
during the Term of the lease the following insurance coverages insuring against
claims which may arise from or in connection with the Tenant’s operation and
use of the leased premises.


(i)                                     Commercial
General Liability with minimum limits of $1,000,000 per occurrence; $3,000,000
general aggregate for bodily injury, personal injury and property damage.


(ii)                                  Workers’
Compensation insurance with statutory limits and Employers Liability with a
$1,000,000 per accident limit for bodily injury or disease.


(iii)                               Automobile
Liability covering all owned, non-owned and hired vehicles with a $1,000,000
per accident limit for bodily injury and property damage.


(iv)  “All risk” property insurance insuring loss
to any tenant improvements or betterments and business personal property on a
full replacement cost basis with no coinsurance penalty provision; and Business
Interruption Insurance with a limit of liability representing loss of at least
approximately six months of income.


(b)                                 Tenant
shall deliver to Landlord certificates of all insurance reflecting evidence of
required coverages prior to initial occupancy; and annually thereafter.


(c)                                  If,
in the reasonable opinion of Landlord’s insurance advisor, the amount or scope
of such coverage is deemed inadequate at any time during the Term, Tenant shall
increase such coverage to such reasonable amounts or scope as Landlord’s
advisor deems adequate.


(d)                                 All
insurance required under Paragraph 8.2 (a) shall (i) be primary and
non-contributory; (ii) provide for severability of interests, (iii) be issued
by insurers, licensed to do business in the state in which the Premises are
located and which are rated A:VII or better by Best’s Key Rating Guide, (iv) be
endorsed to include Landlord and such other persons or entities as Landlord may
from time to time designate in a written notice to Tenant, as additional
insureds (Commercial General Liability only), and (v) be endorsed to provide
that the insurer will endeavor to provide at least 30-days prior notification
of cancellation or material change in coverage to said additional insureds.


8.3                                 Landlord’s
Insurance.  Landlord shall maintain
all risk, including earthquake and flood, insurance covering the buildings
within the Industrial Center, Commercial General Liability and such other
insurance in such amounts and covering such other liability or hazards as
deemed appropriate by Landlord.  The
amount and scope of coverage of Landlord’s insurance shall be determined by
Landlord from time to time in its sole discretion and shall be subject to such
deductible amounts as Landlord may elect. 
Landlord shall have the right to reduce or terminate any insurance or
coverage.  Premiums above the Base Year
per Paragraph 4.2 for any such insurance shall be a Common Area Operating
Expense.


8.4                                 Waiver
of Subrogation.  To the extent
permitted by law and without affecting the coverage provided by insurance
required to be maintained hereunder, Landlord and Tenant each



 13
 









waive any right to
recover against the other on account of any and all claims Landlord or Tenant
may have against the other with respect to property insurance actually carried,
or required to be carried hereunder, to the extent of the proceeds realized
from such insurance coverage.


8.5                                 (a)                                  Indemnity.  Tenant shall protect, indemnify and hold the
Landlord Entities harmless from and against any and all loss, claims, liability
or costs (including court costs and attorney’s fees) incurred by reason of:


(i)                                     any
damage to any property (including but not limited to property of any Landlord
Entity) or death or injury to any person occurring in or about the Premises,
the Building or the Industrial Center to the extent that such injury or damage
shall be caused by or arise from negligence or willful misconduct by or of
Tenant, its agents, servants, employees, invitees, or visitors;


(ii)                                  any
breach or default of the part of Tenant in the performance of any covenant or
agreement on the part of the Tenant to be performed pursuant to this Lease.


(b)                                 Cross-Indemnity.  Landlord shall protect, indemnify and hold
the Tenant Entities harmless from and against any and all loss, claims,
liability or costs (including court costs and attorney’s fees) incurred by
reason of:


(i)                                     any
damage to any property (including but not limited to property of any Tenant
Entity) or death or injury to any person occurring in or about the Premises,
the Building or the Industrial Center to the extent that such injury or damage
shall be caused by or arise from negligence or willful misconduct by Landlord,
its agents, servants, employees, invitees, or visitors;


The provisions of
both Paragraph 8.5 (a) and Paragraph 8.5 (b) shall survive the termination of
this Lease with respect to any claims or liability accruing prior to such
termination.


8.6                                 Exemption
of Landlord from Liability.  Except
to the extent caused by the gross negligence or willful misconduct of Landlord
or any of the Landlord Entities, Landlord Entities shall not be liable for and
Tenant waives any claims against Landlord Entities for injury or damage to the
person or the property of Tenant, Tenant’s employees, contractors, invitees,
customers or any other person in or about the Premises, Building or Industrial
Center from any cause whatsoever, including, but not limited to, damage or
injury which is caused by or results from (i) fire, steam, electricity, gas,
water or rain, or from the breakage, leakage, obstruction or other defects of
pipes, fire sprinklers, wires, appliances, plumbing, air conditioning or
lighting fixtures or (ii) from the condition of the Premises, other portions of
the Building or Industrial Center. 
Landlord shall not be liable for any damages arising from any act or
neglect of any other tenant of Landlord nor from the failure by Landlord to
enforce the provisions of any other lease in the Industrial Center.  Notwithstanding Landlord’s negligence or
breach of this Lease, Landlord shall under no circumstances be liable for
injury to Tenant’s business, for any loss of income or profit therefrom or any
indirect, consequential or punitive damages.



 14















9.                                      Damage
or Destruction.


9.1                                 Termination
Right.  Tenant shall give Landlord
immediate written notice of any material damage to the Premises.  Subject to the provisions of Paragraph 9.2,
if the Premises or the Building shall be damaged to such an extent that there
is substantial interference for a period exceeding sixty (60) consecutive days
with the conduct by Tenant of its business at the Premises, Tenant, at any time
prior to commencement of repair of the Premises and following 10 days written
notice to Landlord, may terminate this Lease effective 30 days after delivery
of such notice to Landlord.  Such
termination shall not excuse the performance by Tenant of those covenants,
which under the terms hereof survive termination.  Rent shall be abated in proportion to the
degree of interference during the period that there is such substantial
interference with the conduct of Tenant’s business at the Premises.  Abatement of rent and Tenant’s right of
termination pursuant to this provision shall be Tenant’s sole remedy for
failure of Landlord to keep in good order, condition and repair the foundations
and exterior walls of the Building, Building roof, utility systems outside the
Building, the Common Areas and HVAC.


9.2                                 Damage
Caused by Tenant.  Tenant’s termination
rights under Paragraph 9.1 shall not apply if the damage to the Premises or
Building is the result of any act or omission of Tenant or of any of Tenant’s
agents, employees, customers, invitees or contractors (“Tenant Acts”).  Any damage resulting from a Tenant Act shall
be promptly repaired by Tenant.  Landlord
at its option may at Tenant’s expense repair any damage caused by Tenant
Acts.  Tenant shall continue to pay all
rent and other sums due hereunder and shall be liable to Landlord for all
damages that Landlord may sustain resulting from a Tenant Act.


10.                               Real
Property Taxes.


10.1                           Payment
of Real Property Taxes.  Landlord
shall pay the Real Property Taxes due and payable during the term of this Lease
and, except as otherwise provided in Paragraph 10.3, any such amounts above the
Base Year 2006 shall be included in the calculation of Operating Expenses in
accordance with the provisions of Paragraph 4.2.


10.2                           Real
Property Tax Definition.  As used
herein, the term “Real Property Taxes” is any form of real estate tax or
assessment, general, special, ordinary or extraordinary, imposed or levied upon
(a) the Industrial Center, or (b) any interest of Landlord in the Industrial
Center.  Real Property Taxes include (i)
any license fee, improvement bond or bonds, levy or tax; (ii) any tax or charge
which replaces or is in addition to any of such above-described “Real Property
Taxes” and (iii) any fees, expenses or costs (including attorney’s fees, expert
fees and the like) incurred by Landlord in protesting or contesting any
assessments levied or any tax rate (but only to the extent of actual savings
achieved by any such protest or contest). 
The term “Real Property Taxes” shall also include any increase resulting
from a change in the ownership of the Industrial Center or Building, the
execution of this Lease or any modification, amendment or transfer
thereof.  Real Property Taxes for tax
years commencing prior to, or extending beyond, the term of this Lease shall be
prorated to coincide with the corresponding Commencement Date or Expiration
Date. Notwithstanding anything to the contrary herein, “Real Property Taxes”
shall



 15
 









not include (i) income,
intangible, franchise, capital stock, excise, estate or inheritance taxes or
taxes substituted for or in lieu of the foregoing exclusions; or (ii) taxes on
rents, gross receipts or revenues of Landlord from the Industrial Center


10.3                           Additional
Improvements.  Operating Expenses
shall not include Real Property Taxes attributable to improvements placed upon
the Industrial Center by other tenants or by Landlord for the exclusive
enjoyment of such other tenants. 
Notwithstanding Paragraph 10.1 hereof, Tenant shall, however, pay to
Landlord at the time Operating Expenses are payable under Paragraph 4.2, the
entirety of any increase in Real Property Taxes if assessed by reason of
improvements placed upon the Premises by Tenant or at Tenant’s request.


10.4                           Joint
Assessment.  If the Building is not
separately assessed, Real Property Taxes allocated to the Building shall be an
equitable proportion of the Real Property Taxes for all of the land and
improvements included within the tax parcel assessed.


10.5                           Tenant’s
Property Taxes.  Tenant shall pay
prior to delinquency all taxes assessed against and levied upon Tenant’s
improvements, fixtures, furnishings, equipment and all personal property of
Tenant contained in the Premises or stored within the Industrial Center.


11.                               Utilities.  Tenant shall pay directly for all utilities
and services supplied to the Premises, including but not limited to
electricity, telephone, security, gas and cleaning of the Premises, together
with any taxes thereon. Landlord represents and warrants that electricity and
gas are separately metered to the Premises. 
In the event that any such utilities are interrupted for more than 48
continuous hours due to any negligent or willful act or omission of Landlord or
any employee, contractor or invitee of Landlord, Tenant shall have the right to
abate Rent one (1) day for each day that such interruption continues.


12.                               Assignment
and Subletting.


12.1                           Landlord’s
Consent Required.


(a)                                  Tenant
shall not assign, transfer, mortgage or otherwise transfer or encumber
(collectively, “assign”) or sublet all or any part of Tenant’s interest in this
Lease or in the Premises without Landlord’s prior written consent which consent
shall not be unreasonably withheld. 
Relevant criteria in determining reasonability of consent include, but
are not limited to, credit history of a proposed assignee or sublessee,
references from prior landlords, any substantial adverse change or
intensification of use of the Premises or the Common Areas and any limitations
imposed by the Internal Revenue Code and the Regulations promulgated thereunder
relating to Real Estate Investment Trusts. 
Assignment or sublet shall not release Tenant from its obligations
hereunder.  Tenant shall not (i) sublet
or assign or enter into other arrangements such that the amounts to be paid by
the sublessee or assignee thereunder would be based, in whole or in part, on
the income or profits derived by the business activities of the sublessee or
assignee; or (ii) sublet the Premises or assign this Lease in any other manner
which could cause any portion of the amounts received by Landlord pursuant to
this Lease or any sublease to fail to qualify as “rents from real property”
within the meaning of Section 856(d) of



 16
 









the Code, or which
could cause any other income received by Landlord to fail to qualify as income
described in Section 856(c)(2) of the Internal Revenue Code (the “Code”).  The requirements of this Section 12.1 shall
apply to any further subleasing by any subtenant.


(b)                                 Notwithstanding
any provision in this Lease to the contrary, Tenant shall be entitled to assign
this Lease or sublease all or a portion of the Premises without Landlord’s
consent but only after written notice to Landlord, to a corporation or entity
(an “Affiliate”) in control of, controlled by or under common control with
Tenant.


(c)                                  Notwithstanding
any provision in this Lease to the contrary, Tenant shall be entitled to assign
this Lease in connection with a merger, consolidation or other business
combination transaction, without Landlord’s consent but only after written
notice to Landlord, provided that such surviving entity executes an agreement,
in form and substance satisfactory to Landlord, which memorializes that such
surviving corporation shall be fully liable for the performance of the
obligations of Tenant under this Lease.


(d)                                 A
change in the control of Tenant shall constitute an assignment requiring
Landlord’s consent.  The transfer, on a
cumulative basis, of 51% or more of the voting or management control of Tenant
shall constitute a change in control for this purpose.


(e)                                  No
acceptance by Landlord of any rent or any other sum of money from any assignee,
sublessee or other category of transferee shall be deemed to constitute
Landlord’s consent to any assignment, sublease, or transfer.  No such assignment, subletting, occupancy or
collection shall be deemed the acceptance of the assignee, tenant or occupant,
as Tenant, or a release of Tenant from the further performance by Tenant of
Tenant’s obligations under this Lease. 
Any assignment or sublease consented to by Landlord shall not relieve
Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent
assignment or sublease.


13.                               Default;
Remedies.


13.1                           Default.  The occurrence of any one of the following
events shall constitute an event of default on the part of Tenant (“Default”):


(a)                                  The
abandonment of the Premises by Tenant (Tenant may vacate the Premises and the
Premises shall not be deemed abandoned so long as Tenant is maintaining the
Premises and meeting all its other obligations under this Lease);


(b)                                 Failure
to pay any installment of Base Rent, Additional Rent or any other monies due
and payable hereunder, said failure continuing for a period of five (5) days
after written notice from Landlord;


(c)                                  A
general assignment by Tenant for the benefit of creditors;



 17
 









(d)                                 The
filing of a voluntary petition in bankruptcy by Tenant, the filing of a
voluntary petition for an arrangement, the filing of a petition, voluntary or
involuntary, for reorganization, or the filing of an involuntary petition by
Tenant’s creditors; if such petition is not dismissed within ninety (90) days
after filing;


(e)                                  Receivership,
attachment, of other judicial seizure of the Premises or all or substantially
all of Tenant’s assets on the Premises;


(f)                                    Failure
of Tenant to maintain insurance as required by Paragraph 8.2;


(g)                                 Any
material breach by Tenant of its covenants under Paragraphs 6.2 or 6.3,
including a material misrepresentation in completion of Tenant’s Environmental
and Use Questionnaire (Exhibit C) with said breach continuing for a period of
ten (10) days following Landlord’s written notice thereof to Tenant; and


(h)                                 Failure
in the performance of any of Tenant’s covenants, agreements or obligations
hereunder (except those failures specified as events of Default in other
Paragraphs of this Paragraph 13.1 which shall be governed by such other
Paragraphs), which failure continues for 20 days after written notice thereof
from Landlord to Tenant provided that, if Tenant has exercised reasonable
diligence to cure such failure and such failure cannot be cured within such 20
day period despite reasonable diligence, Tenant shall not be in default under
this subparagraph unless Tenant fails thereafter diligently and continuously to
prosecute the cure to completion;


13.2                           Remedies.  In the event of any Default by Tenant,
Landlord shall have the remedies set forth in the Addendum attached hereto
entitled “Landlord’s Remedies in Event of Tenant Default, State of Georgia”.


13.3                           Late
Charges.  Tenant hereby acknowledges
that late payment by Tenant to Landlord of rent and other sums due hereunder
will cause Landlord to incur costs not contemplated by this Lease, the exact
amount of which will be extremely difficult to ascertain.  Such costs include, but are not limited to,
processing and accounting charges. 
Accordingly, if any installment of rent or other sum due from Tenant shall
not be received by Landlord or Landlord’s designee within 10 days after such
amount shall be due, then, without any requirement for notice to Tenant, Tenant
shall pay to Landlord a late charge equal to 5% of such overdue amount.  The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of late payment by Tenant. 
Acceptance of such late charge by Landlord shall in no event constitute
a waiver of Tenant’s Default with respect to such overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies granted
hereunder.


14.                               Condemnation.  If the Premises or any portion thereof
are taken under the power of eminent domain or sold under the threat of
exercise of said power (all of which are herein called “condemnation”), this
Lease shall terminate as to the part so taken as of the date the condemning
authority takes title or possession, whichever first occurs.  If more than 10% of the floor area of



 18
 









the Premises, or
more than 25% of the portion of the Common Areas designated for Tenant’s
parking, is taken by condemnation, Tenant may, at Tenant’s option, to be
exercised in writing within 10 days after Landlord shall have given Tenant
written notice of such taking (or in the absence of such notice, within 10 days
after the condemning authority shall have taken possession) terminate this
Lease as of the date the condemning authority takes such possession.  If Tenant does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect
as to the portion of the Premises remaining, except that the Base Rent shall be
reduced in the same proportion as the rentable floor area of the Premises taken
bears to the total rentable floor area of the Premises.  No reduction of Base Rent shall occur if the
condemnation does not apply to any portion of the Premises.  Any award for the taking of all or any part
of the Premises under the power of eminent domain or any payment made under
threat of the exercise of such power shall be the property of Landlord,
provided, however, that Tenant shall be entitled to any compensation,
separately awarded to Tenant for Tenant’s relocation expenses and/or loss of
Tenants trade fixtures.  In the event
that this Lease is not terminated by reason of such condemnation, Landlord
shall to the extent of its net severance damages in the condemnation matter,
repair any damage to the Premises caused by such condemnation authority.  Tenant shall be responsible for the payment
of any amount in excess of such net severance damages required to complete such
repair.


15.                               Estoppel
Certificate and Financial Statements.


15.1                           Estoppel
Certificate.  Each party (herein
referred to as “Responding Party”) shall within 10 days after written notice
from the other Party (the “Requesting Party”) execute, acknowledge and deliver
to the Requesting Party, to the extent it can truthfully do so, an estoppel
certificate in the form attached hereto, plus such additional information,
confirmation a/or statements as be reasonably requested by the Requesting
Party.


15.2                           Financial
Statement.  If Landlord desires to
finance, refinance, or sell the Building, Industrial Center or any part
thereof, Tenant shall deliver to any potential lender or purchaser designated
by Landlord financial statements of Tenant for the past 3 years.  All such financial statements shall be
received by Landlord and such lender or purchaser in confidence and shall be
used only for the purposes herein set forth.


16.                               Additional
Covenants and Provisions.


16.1                           Severability.  The invalidity of any provision of this
Lease, as determined by a court of competent jurisdiction, shall not affect the
validity of any other provision hereof.


16.2                           Interest
on Past-Due Obligations.  Any
monetary payment due Landlord hereunder not received by Landlord within 10 days
following the date on which it was due shall bear interest from the date due at
12% per annum, but not exceeding the maximum rate allowed by law in addition to
the late charge provided for in Paragraph 13.3.


16.3                           Time
of Essence.  Time is of the essence
with respect to the performance of all obligations to be performed or observed
by the Parties under this Lease.



 19
 









16.4                           Landlord
Liability.  Tenant, its successors
and assigns, shall not assert nor seek to enforce any claim for breach of this
Lease against any of Landlord’s assets other than Landlord’s interest in the
Industrial Center, which interest includes, without limitation, all insurance
proceeds and condemnation awards and all rents and profits derived from and
after the date Tenant declares a default hereunder.  Tenant agrees to look solely to such interest
for the satisfaction of any liability or claim against Landlord under this
Lease.  In no event whatsoever shall
Landlord (which term shall include, without limitation, any general or limited
partner, trustees, beneficiaries, officers, directors, or stockholders of
Landlord) ever be personally liable for any such liability.


16.5                           No
Prior or Other Agreements.  This
Lease contains all agreements between the Parties with respect to any matter
mentioned herein, and supersedes all oral, written prior or contemporaneous
agreements or understandings.


16.6                           Notice
Requirements.  All notices required
or permitted by this Lease shall be in writing and may be delivered in person
(by hand or by messenger or courier service) or may be sent by regular,
certified or registered mail or U.S. Postal Service Express Mail, with postage
prepaid, and shall be deemed sufficiently given if served in a manner specified
in the Paragraph 16.6.  The addresses
noted adjacent to a Party’s signature on this Lease shall be that Party’s
address for delivery, or mailing.  Either
Party may by written notice to the other specify a different address for notice
purposes, except that upon Tenant’s taking possessing of the Premises, the
Premises shall constitute Tenant’s address for the purpose of mailing or
delivering notices to Tenant.  A copy of
all notices required or permitted to be given to Landlord hereunder shall be
concurrently transmitted to such party or parties at such addresses as noted
below Landlord’s signature block or as Landlord may from time to time hereafter
designate by written notice to Tenant.


16.7                           Date
of Notice.  Any notice sent by
registered or certified mail, return receipt requested, shall be deemed given
on the date of delivery shown on the receipt card, or if no delivery date is
shown, the postmark thereon.  If sent by
regular mail, the notice shall be deemed given upon delivery to Landlord or
Tenant.  Notices delivered by United
States Express Mail or overnight courier that guarantees next day delivery
shall be deemed given upon delivery to Landlord or Tenant.  If notice is received on a Saturday or a
Sunday or a legal holiday, it shall be deemed received on the next business
day.


16.8                           Waivers.  No waiver by Landlord or Tenant of a default
by the other party shall be deemed a waiver of any other term, covenant or
condition hereof, or of any subsequent default by the other party of the same
or any other term, covenant or condition hereof.


16.9                           Holdover.  Tenant has no right to retain possession of
the Premises or any part thereof beyond the expiration or earlier termination
of this Lease.  If Tenant holds over with
the consent of Landlord:  (i) the Base
Rent payable shall be increased to 150% of the Base Rent applicable during the
month immediately preceding such expiration or earlier termination; (ii) Tenant’s
right to possession shall terminate on 30 days notice from Landlord and (iii)
all other



 20
 









terms and
conditions of this Lease shall continue to apply.  Nothing contained herein shall be construed
as a consent by Landlord to any holding over by Tenant.  Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all claims, demands, actions,
losses, damages, obligations, costs and expenses, including, without
limitation, attorneys’ fees incurred or suffered by Landlord by reason of
Tenant’s failure to surrender the Premises on the expiration or earlier
termination of this Lease in accordance with the provisions of this Lease;
provided, however, that Tenant shall be liable for consequential damages if and
only if Landlord has an executed Lease for the Premises with a third party
tenant, and Landlord has provided Tenant with written notice not less than ten
(10) days prior to the date Landlord requires possession of the Premises per
the Lease with a third party tenant.


16.10                     Cumulative
Remedies.  No remedy or election
hereunder shall be deemed exclusive but shall, wherever possible, be cumulative
with all other remedies in law or in equity.


16.11                     Binding
Effect: Choice of Law.  This Lease
shall be binding upon the Parties, their personal representatives, successors
and assigns and be governed by the laws of the State in which the Premises are
located.  Any litigation between the
Parties hereto concerning this Lease shall be initiated in the county in which
the Premises are located.


16.12                     Landlord.  The covenants and obligations contained in
this Lease on the part of Landlord are binding on Landlord, its successors and
assigns, only during and in respect of their respective period of ownership of
such interest in the Industrial Center. 
In the event of any transfer or transfers of such title to the
Industrial Center, Landlord (and in case of any subsequent transfers or
conveyances, the then grantor) shall be concurrently freed and relieved from
and after the date of such transfer or conveyance, without any further
instrument or agreement, of all liability with respect to the performance of
any covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed provided that the purchaser, transferee, or assignee
assumes in writing, all of Landlord’s obligations under this Lease arising
after the date of such sale, transfer or assignment.


16.13                     Attorneys’
Fees and Other Costs.  If any Party
brings an action or proceeding to enforce the terms hereof or declare rights
hereunder, the Prevailing Party (as hereafter defined) in any such proceeding
shall be entitled to reasonable attorneys’ fees.  The term “Prevailing Party” shall include,
without limitation, a Party who substantially obtains or defeats the relief
sought.  Landlord shall be entitled to
reasonable attorneys’ fees, costs and expenses incurred in preparation and
service of notices of Default and consultations in connection therewith,
whether or not a legal action is subsequently commenced in connection with such
Default or resulting breach.  Tenant
shall reimburse Landlord on demand for all reasonable legal, engineering and
other professional services expenses incurred by Landlord in connection with
all requests by Tenant for consent or approval hereunder.


16.14                     Landlord’s
Access; Showing Premises; Repairs. 
Landlord and Landlord’s agents shall have the right to enter the
Premises at any time, in the case of an emergency, and otherwise at reasonable
times upon reasonable notice for the purpose of showing the same to prospective
purchasers, lenders, or (during the last six months of the Term) tenants, and making
such



 21
 









alterations,
repairs, improvements or additions to the Premises or to the Building, as
Landlord may reasonably deem necessary. 
Landlord may at any time place on or about the Premises or Building any
ordinary “For Sale” signs and Landlord may at any time during the last 180 days
of the term hereof place on or about the Premises any ordinary “For Lease”
signs.  All such activities of Landlord
shall be without abatement of rent or liability to Tenant. Landlord shall cause
any such entry into the Premises to be performed in a manner that does not
materially interfere with Tenant’s use and enjoyment of the Premises and shall
indemnify, protect, defend and hold Tenant, the Tenant Entities and the
Premises, harmless from and against any and all damages, liabilities,
judgments, costs, claims, liens, expenses, penalties, loss of permits and
attorneys’ and consultants’ fees arising out of any such entry into the
Premises.


16.15                     Signs.  Tenant shall not place any signs at or upon
the exterior of the Premises or the Building, except that Tenant may, with
Landlord’s prior written consent, not to be unreasonably withheld, conditioned
or delayed, install (but not on the roof) such signs as are reasonably required
to advertise Tenant’s own business so long as such signs are in a location
reasonably designated by Landlord and comply with sign ordinances and the
signage criteria reasonably established for the Industrial Center by Landlord.


16.16                     Termination:
Merger.  Unless specifically stated
otherwise in writing by Landlord, the voluntary or other surrender of this
Lease by Tenant, the mutual termination or cancellation hereof, or a
termination hereof by Landlord for Default by Tenant, shall automatically
terminate any sublease or lesser estate in the Premises; provided, however,
Landlord shall, in the event of any such surrender, termination or
cancellation, have the option to continue any one or all of any existing
subtenancies.  Landlord’s failure within
10 days following any such event to make a written election to the contrary by
written notice to the holder of any such lesser interest, shall constitute
Landlord’s election to have such event constitute the termination of such
interest.


16.17                     Quiet
Possession.  Upon payment by Tenant
of the Base Rent and Additional Rent for the Premises and the performance of
all of the covenants, conditions and provisions on Tenant’s part to be observed
and performed under this Lease, Tenant shall have quiet possession of the
Premises for the entire term hereof subject to all of the provisions of this
Lease.


16.18                     Subordination;
Attornment; Non-Disturbance.


(a)                                  Subordination.  This Lease shall be subject and subordinate
to any ground lease, mortgage, deed of trust, or other hypothecation or
mortgage (collectively, “Mortgage”) now or hereafter placed by Landlord upon
the real property of which the Premises are a part, to any and all advances
made on the security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof.  Tenant agrees that any person holding any
Mortgage shall have no duty, liability or obligation to perform any of the
obligations of Landlord under this Lease. 
In the event of Landlord’s default with respect to any such obligation,
Tenant will give any Lender, whose name and address have previously in writing
been furnished Tenant, notice of  a
default by Landlord.  Tenant may not
exercise any remedies for default by Landlord unless and until Landlord and the
Lender shall have received written notice of such default and a reasonable time
(not less than 90 days) shall thereafter have elapsed without the default
having been cured.



 22
 









If any Lender
shall elect to have this Lease superior to the lien of its Mortgage and shall
give written notice thereof to Tenant, this Lease shall be deemed prior to such
Mortgage.  The provisions of a Mortgage
relating to the disposition of condemnation and insurance proceeds shall
prevail over any contrary provisions contained in this Lease.


(b)                                 Attornment.  Subject to the non-disturbance provisions of
subparagraph C of this Paragraph 16.18, Tenant agrees to attorn to a Lender or
any other party who acquires ownership of the Premises by reason of a
foreclosure of a Mortgage. In the event of such foreclosure, such new owner
shall not:  (i) be liable for any act or
omission of any prior landlord or with respect to events occurring prior to
acquisition of ownership, (ii) be subject to any offsets or defenses which
Tenant might have against any prior Landlord, or (iii) be liable for security
deposits or be bound by prepayment of more than one month’s rent.


(c)                                  Non-Disturbance.  With respect to Mortgage entered into by
Landlord after the execution of this Lease, Tenant’s subordination of this
Lease shall be subject to receiving assurance (a “non-disturbance agreement”)
from the Mortgage holder that Tenant’s possession and this Lease will not be
disturbed so long as Tenant is not in default and attorns to the record owner
of the Premises.


(d)                                 Self-Executing.  The agreements contained in this Paragraph
16.18 shall be effective without the execution of any further documents;
provided, however, that upon written request from Landlord or a Lender in
connection with a sale, financing or refinancing of Premises, Tenant and
Landlord shall execute such further writings as may be reasonably required to
separately document any such subordination or non-subordination, attornment
and/or non-disturbance agreement as is provided for herein.  Landlord is hereby irrevocably vested with
full power to subordinate this Lease to a Mortgage.


16.19                     Rules and
Regulations.  Tenant agrees that it
will abide by, and to cause its employees, suppliers, shippers, customers,
tenants, contractors and invitees to abide by all reasonable rules and
regulations (“Rules and Regulations,” attached as Exhibit B) which Landlord may
make from time to time for the management, safety, care, and cleanliness of the
Common Areas, the parking and unloading of vehicles and the preservation of
good order, as well as for the convenience of other occupants or tenants of the
Building and the Industrial Center and their invitees.  Landlord shall enforce such Rules and
Regulations in a non-discriminatory manner.


16.20                     Security
Measures.  Tenant acknowledges that
the rental payable to Landlord hereunder does not include the cost of guard
service or other security measures. 
Landlord has no obligations to provide same.  Tenant assumes all responsibility for the
protection of the Premises, Tenant, its agents and invitees and their property
from the acts of third parties.


16.21                     Reservations.  Landlord reserves the right to grant such
easements that Landlord deems necessary and to cause the recordation of parcel
maps, so long as such easements and maps do not interfere with the use of the
Premises, Common Areas or Building by Tenant.



 23
 









Tenant agrees to
sign any documents reasonable requested by Landlord to effectuate any such
easements or maps.


16.22                     Conflict.
Any conflict between the printed provisions of this Lease and the typewritten
or handwritten provisions, including a Special Terms Addendum, if any, shall be
controlled by the typewritten or handwritten provisions.


16.23                     Offer.  Preparation of this Lease by either Landlord
or Tenant or Landlord’s agent or Tenant’s agent 
and submission of same to Tenant or Landlord shall not be deemed an
offer to lease.  This Lease is not
intended to be binding until executed and delivered by all Parties hereto.


16.24                     Amendments.  This Lease may be modified only in writing,
signed by the parties in interest at the time of the modification.


16.25                     Multiple
Parties.  Except as otherwise
expressly provided herein, if more than one person or entity is named herein as
Tenant, the obligations of such persons shall be the joint and several
responsibility of all persons or entities named herein as such Tenant.


16.26                     Authority.  Each person signing on behalf of Landlord or
Tenant warrants and represents that she or is authorized to execute and deliver
this Lease and to make it a binding obligation of Landlord or Tenant.


16.27                     Brokers.  Tenant represents and warrants to Landlord
that, except for those parties set forth in Paragraph 1.12 (the “Brokers”),
Tenant has not engaged or had any conversations or negotiations with any
broker, finder or other third party concerning the leasing of the Premises to
Tenant who would be entitled to any commission or fee based on the execution of
this Lease.  Tenant hereby further
represents and warrants to Landlord that Tenant is not receiving and is not
entitled to receive any rebate, payment or other remuneration, either directly
or indirectly, from the Brokers, and that it is not otherwise sharing in or
entitled to share in any commission or fee paid to the Brokers by Landlord or
any other party in connection with the execution of this Lease, either directly
or indirectly.  Tenant hereby indemnifies
Landlord against and from any claims for any brokerage commissions (except
those payable to the Brokers, all of which are payable by Landlord pursuant to
a separate agreement) and all costs, expenses and liabilities in connection
therewith, including, without limitation, reasonable attorneys’ fees and
expenses, for any breach of the foregoing. 
The foregoing indemnification shall survive the termination of this
Lease for any reason.


16.28                     Usufruct.  This contract shall create the relationship
of landlord and tenant between Landlord and Tenant; no estate shall pass out of
Landlord; Tenant has a usufruct, not subject to levy and sale, and not
assignable by Tenant except as expressly set forth herein.


16.29                     Lease Captions.  The captions of this Lease are for
convenience only and are not a part of this Lease, and do not in any way
define, limit, describe or amplify the terms or provisions of this Lease or the
scope or intent thereof.



 24
 









16.30                     Counterparts.  This Lease may be executed in multiple
counterparts, each of which shall constitute an original, but all of which
taken together shall constitute one and the same agreement.


16.31                     Interpretation.  The parties acknowledge that this Lease is
the result of negotiations between the parties, and in construing any ambiguity
hereunder no presumption shall be made in favor of either party.  No inference shall be made from any item,
which has been stricken from this Lease other than the deletion of such item.


The
parties hereto have executed this Lease on the dates specified below their
respective signatures.


	
  Landlord:

  	
   

  	
  Tenant:

  	
   

  
	
   

  	
   

  	
   

  
	
  AMB
  Property, L.P., a Delaware limited

  	
   

  	
  Immucor, Inc., a Georgia
  corporation

  
	
  partnership

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  AMB Property Corporation,
  a

  	
   

  	
  By:

  	
   /s/ Ralph A.
  Eatz

  	
   

  
	
   

  	
  Maryland
  corporation, its general 

  	
   

  	
   

  	
         Ralph
  A. Eatz

  	
   

  
	
   

  	
  partner

  	
   

  	
  Title:

  	
     Senior
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
      /s/
  Christos F. Kombours

  	
   

  	
  Witness:

  	
  /s/ C Vinson

  	
   

  
	
   

  	
        Christos
  F. Kombours

  	
   

  	
  Print Name:

  	
  Connie Vinson

  	
   

  
	
  Title:

  	
     Vice
  President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
     12-27-05

  	
   

  
	
  Witness:

  	
     /s/
  Kimberly A. Smith

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
    Kimberly
  A. Smith

  	
   

  	
  Address for Notice Purposes:

  
	
   

  	
   

  	
   

  
	
  Date

  	
    12-29-05

  	
   

  	
    3130 Gateway Drive

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address for
  Notice Purposes:

  	
   

  	
    Norcross, GA 30091

  	
   

  
	
   

  	
   

  	
   

  
	
  60 State Street

  	
   

  	
   

  	
   

  	
   

  
	
  Suite 1200

  	
   

  	
   

  	
   

  
	
  Boston, MA 02109

  	
   

  	
   

  	
  Attn:

  	
        Ralph Eatz

  	
   

  
	
   

  	
   

  	
  Telephone: (770) 441-2051

  
	
  Attn: Kent
  Greenawalt

  	
   

  	
  Facsimile: (770) 242-8930

  
	
  Telephone: (617)
  619-9328

  	
   

  	
   

  
	
  Facsimile: (617)
  619-9428

  	
   

  	
   

  
																					



 



 25















ADDENDUM


LANDLORD’S REMEDIES IN THE EVENT
OF TENANT DEFAULT


(State of
Georgia)


Notwithstanding
anything to the contrary contained within the foregoing document, the following
shall apply:


(a)                                  In
the event of any Default by Tenant, Landlord may, at Landlord’s option, without
any demand or notice whatsoever (except as expressly required in Paragraph 13
of the Lease):


(i)                                     Terminate
this Lease by giving Tenant notice of termination, in which event this Lease
shall expire and terminate on the date specified in such notice of termination
and all rights of Tenant under this Lease and in and to the Premises shall
terminate.  Tenant shall remain liable
for all obligations under this Lease arising up to the date of such termination,
and Tenant shall surrender the Premises to Landlord on the date specified in
such notice; or


(ii)                                  Terminate
this Lease as provided in subparagraph (a)(i) above and recover from Tenant all
damages Landlord may incur by reason of Tenant’s default, including, without
limitation, an amount which, at the date of such termination, is calculated as
follows:  (1) the value of the excess, if
any, of (A) the Base Rent, Additional Rent and all other sums which would have
been payable hereunder by Tenant for the period commencing with the day
following the date of such termination and ending with the Expiration Date had
this Lease not been terminated (the “Remaining Term”), over (B) the aggregate
reasonable rental value of the Premises for the Remaining Term (which excess,
if any shall be discounted to present value at the “Treasury Yield” as defined
below for the Remaining Term); plus (2) the reasonable costs of recovering
possession of the Premises and all other expenses incurred by Landlord due to
Tenant’s default, including, without limitation, reasonable attorney’s fees;
plus (3) the unpaid Base Rent and Additional Rent earned as of the date of
termination plus any interest and late fees due hereunder, plus other sums of
money and damages owing on the date of termination by Tenant to Landlord under
this Lease or in connection with the Premises. 
The amount as calculated above shall be deemed immediately due and
payable.  The payment of the amount
calculated in subparagraph (ii)(1) shall not be deemed a penalty but shall
merely constitute payment of liquidated damages, it being understood and
acknowledged by Landlord and Tenant that actual damages to Landlord are
extremely difficult, if not impossible, to ascertain.  “Treasury Yield” shall mean the rate of
return in percent per annum of Treasury Constant Maturities for the length of
time specified as published in document H.15(519) (presently published by the
Board of Governors of the U.S. Federal Reserve System titled “Federal Reserve
Statistical Release”) for the calendar week immediately preceding the calendar
week in which the termination occurs.  If
the rate of return of Treasury Constant Maturities for the calendar week in
question is not published on or before the business day preceding the date of
the Treasury Yield in question is to become effective, then the Treasury Yield
shall be based upon the rate of return of Treasury Constant Maturities for the
length of time specified for the most recent calendar week for which



 1
 









such publication has
occurred.  If no rate of return for
Treasury Constant Maturities is published for the specific length of time
specified, the Treasury Yield for such length of time shall be the weighted
average of the rates of return of Treasury Constant Maturities most nearly
corresponding to the length of the applicable period specified.  If the publishing of the rate of return of
Treasury Constant Maturities is ever discontinued, then the Treasury Yield
shall be based upon the index which is published by the Board of Governors of
the U.S. Federal Reserve System in replacement thereof or, if no such
replacement index is published, the index which, in Landlord’s reasonable
determination, most nearly corresponds to the rate of return of Treasury
Constant Maturities.  In determining the
aggregate reasonable rental value pursuant to subparagraph†(ii)(1)(B) above,
the parties hereby agree that, at the time Landlord seeks to enforce this
remedy, all relevant factors should be considered, including, but not limited
to, (a)†the length of time remaining in the Term, (b)†the then current market
conditions in the general area in which the Building is located, (c)†the
likelihood of reletting the Premises for a period of time equal to the
remainder of the Term, (d)†the net effective rental rates then being obtained
by landlords for similar type space of similar size in similar type buildings
in the general area in which the Building is located, (e)†the vacancy levels in
the general area in which the Building is located, (f)†current levels of new
construction that will be completed during the remainder of the Term and how
this construction will likely affect vacancy rates and rental rates and (g)
inflation; or


(iii)                               Without
terminating this Lease, declare immediately due and payable the sum of the
following: (1) the present value (calculated using the “Treasury Yield”) of all
Base Rent and Additional Rent due and coming due under this Lease for the
entire Remaining Term (as if by the terms of this Lease they were payable in
advance), plus (2) the cost of recovering and reletting the Premises and all
other expenses incurred by Landlord in connection with Tenant’s default, plus
(3) any unpaid Base Rent, Additional Rent and other rentals, charges,
assessments and other sums owing by Tenant to Landlord under this Lease or in
connection with the Premises as of the date this provision is invoked by
Landlord, plus (4) interest on all such amounts from the date due at the
Interest Rate, and Landlord may immediately proceed to distrain, collect, or
bring action for such sum, or may file a proof of claim in any bankruptcy or
insolvency proceedings to enforce payment thereof; provided, however, that such
payment shall not be deemed a penalty or liquidated damages, but shall merely
constitute payment in advance of all Base Rent and Additional Rent payable
hereunder throughout the Term, and provided further, however, that upon
Landlord receiving such payment, Tenant shall be entitled to receive from
Landlord all rents received by Landlord from other assignees, tenants and
subtenants on account of said Premises during the remainder of the Term
(provided that the monies to which Tenant shall so become entitled shall in no
event exceed the entire amount actually paid by Tenant to Landlord pursuant to
this subparagraph (iii)), less all costs, expenses and attorneys’ fees of
Landlord incurred but not yet reimbursed by Tenant in connection with
recovering and reletting the Premises; or


(iv)                              Without
terminating this Lease, in its own name but as agent for Tenant, enter into and
upon and take possession of the Premises or any part thereof.  Any property remaining in the Premises may be
removed and stored in a warehouse or elsewhere at the cost of, and for the
account of, Tenant without Landlord being deemed guilty of trespass or



 2
 









becoming liable for any
loss or damage which may be occasioned thereby unless caused by Landlord’s
negligence.  Thereafter, Landlord may,
but shall not be obligated to, lease to a third party the Premises or any
portion thereof as the agent of Tenant upon such terms and conditions as
Landlord may deem necessary or desirable in order to relet the Premises.  The remainder of any rentals received by
Landlord from such reletting, after the payment of any indebtedness due
hereunder from Tenant to Landlord, and the payment of any costs and expenses of
such reletting, shall be held by Landlord to the extent of and for application
in payment of future rent owed by Tenant, if any, as the same may become due
and payable hereunder.  If such rentals
received from such reletting shall at any time or from time to time be less
than sufficient to pay to Landlord the entire sums then due from Tenant
hereunder, Tenant shall pay any such deficiency to Landlord.  Notwithstanding any such reletting without
termination, Landlord may at any time thereafter elect to terminate this Lease
for any such previous default provided same has not been cured; or


(v)                                 Without
terminating this Lease, and with or without notice to Tenant, enter into and
upon the Premises and, without being liable for prosecution or any claim for
damages therefor, maintain the Premises and repair or replace any damage
thereto or do anything or make any payment for which Tenant is responsible
hereunder.  Tenant shall reimburse
Landlord immediately upon demand for any reasonable expenses which Landlord
incurs in thus effecting Tenant’s compliance under this Lease and Landlord
shall not be liable to Tenant for any damages with respect thereto; or


(vi)                              Without
liability to Tenant or any other party and without constituting a constructive
or actual eviction, suspend or discontinue furnishing or rendering to Tenant
any property, material, labor, utilities or other service, wherever Landlord is
obligated to furnish or render the same so long as a Default exists under this
Lease; or


(vii)                           With or
without terminating this Lease, allow the Premises to remain unoccupied and
collect rent from Tenant as it comes due; or


(viii)                        Pursue
such other remedies as are available at law or equity.


(b)                                 If
this Lease shall terminate as a result of or while there exists a Default
hereunder, any funds of Tenant held by Landlord may be applied by Landlord to
any damages payable by Tenant (whether provided for herein or by law) as a
result of such termination or default.


(c)                                  Neither
the commencement of any action or proceeding, nor the settlement thereof, nor
entry of judgment thereon shall bar Landlord from bringing subsequent actions
or proceedings from time to time, nor shall the failure to include in any
action or proceeding any sum or sums then due be a bar to the maintenance of
any subsequent actions or proceedings for the recovery of such sum or sums so
omitted.


(d)                                 No
agreement to accept a surrender of the Premises and no act or omission by
Landlord or Landlord’s agents during the Term shall constitute an acceptance or
surrender of



 3
 









the Premises unless made
in writing and signed by Landlord.  No
re-entry or taking possession of the Premises by Landlord shall constitute an
election by Landlord to terminate this Lease unless a written notice of such intention
is given to Tenant.  No provision of this
Lease shall be deemed to have been waived by either party unless such waiver is
in writing and signed by the party making such waiver.  Landlord’s acceptance of Base Rent or
Additional Rent in full or in part following a Default hereunder shall not be
construed as a waiver of such Default. 
No custom or practice which may grow up between the parties in
connection with the terms of this Lease shall be construed to waive or lessen
either party’s right to insist upon strict performance of the terms of this
Lease, without a written notice thereof to the other party.


(e)                                  If
a Default shall occur, Tenant shall pay to Landlord, on demand, all expenses
incurred by Landlord as a result thereof, including reasonable attorneys’ fees,
court costs and expenses actually incurred.



 4















ADDENDUM


SPECIAL TERMS


Notwithstanding
anything contained within this Lease to the contrary, the following terms and
conditions shall apply:


1)             BROKER
DISCLOSURE: 
Pursuant to Georgia Real Estate Commission Regulation 520-1-08, Trammell
Crow Services, Inc. and CB Richard Ellis make the following disclosures
concerning this Lease transaction:


a)                                      In this transaction, CB Richard Ellis represents the Landlord and
Trammell Crow Services, Inc. represents the Tenant.


b)                                     In this transaction, Trammell Crow Services, Inc. and CB Richard Ellis
shall receive compensation from Landlord exclusively.


Both Tenant and Landlord
acknowledge, agree with, and consent to the representation and compensation
disclosed above.


2)             BASE RENT. Pursuant to Paragraphs 1.4 and 4.1 herein, Tenant shall pay Base Rent
in the following amounts:




	
  Period

  	
   

  	
  Monthly Base Rent

  	
   

  
	
  12/31/05 – 08/31/06

  	
   

  	
  $0.00 / $0.00 psf

  	
   

  
	
  09/01/06 – 08/31/07

  	
   

  	
  $6,058.34 / $4.30 psf

  	
   

  
	
  09/01/07 – 08/31/08

  	
   

  	
  $6,179.51 / $4.39 psf

  	
   

  
	
  09/01/08 – 08/31/09

  	
   

  	
  $6,303.10 / $4.47 psf

  	
   

  
	
  09/01/09 – 08/31/10

  	
   

  	
  $6,429.16 / $4.56 psf

  	
   

  
	
  09/01/10 – 08/31/11

  	
   

  	
  $6,557.74 / $4.65 psf

  	
   

  
	
  09/01/11 – 08/31/12

  	
   

  	
  $6,688.90 / $4.75 psf

  	
   

  
	
  09/01/12 – 08/31/13

  	
   

  	
  $6,822.68 / $4.84 psf

  	
   

  
	
  09/01/13 – 08/31/14

  	
   

  	
  $6,959.13 / $4.94 psf

  	
   

  
	
  09/01/14 – 08/31/15

  	
   

  	
  $7,098.31 / $5.04 psf

  	
   

  
	
  09/01/15 – 08/31/16

  	
   

  	
  $7,240.28 /
  $5.14 psf

  	
   

  






 


Rent is due on or before the
first day of the month. .  If the Commencement Date of
December 31, 2005 is delayed, Tenant shall still be entitled to receive full
abatement of Base Rent during the first eight (8) months of the Term in
addition to Tenant’s right to free rent for such delay under Paragraph 3.2


3)             TENANT
IMPROVEMENT ALLOWANCE. 
Landlord shall make available to Tenant an allowance (the “Improvement
Allowance”) in the amount of $100,000.00. 
The Improvement Allowance shall be used to pay for costs and expenses
incurred in connection with renovations, alterations, additions or improvements
to the Premises made by or for Tenant at any time after



 1
 









the date this Agreement has been fully executed but
prior to June 30, 2006 (collectively, “New Alterations”). New Alterations shall
be subject to the conditions and requirements of the Lease.  The architect designing, contractor
performing and contract for any New Alterations work shall be subject to
Landlord’s and Tenant’s reasonable review and approval.  If such New Alterations work is performed by
contractors who enter into direct contracts with Tenant, then upon the
completion of any New Alterations Tenant shall provide to Landlord a complete
package of invoices, contracts, permits, warranties and lien waivers pertaining
to the New Alterations work, which shall be subject to Landlord’s reasonable
review and approval (which shall not be unreasonably withheld, conditioned or
delayed).  Upon such approval, Landlord
shall provide to Tenant a check for the approved costs and expenses for such
New Alterations work, or, at Tenant’s written direction, shall remit payments
to the third parties to whom such payments are owed and who have provided (or
shall provide) lien waivers for such payments. 
Whether such New Alterations work is performed by contractors who enter
into direct contracts with Landlord or with Tenant, in no event shall Landlord
be obligated to remit to or on behalf of Tenant an amount, in the aggregate, in
excess of the Improvement Allowance for the New Alterations work.  Tenant shall at its sole cost and expense pay
for any and all costs and expenses of any such New Alterations work in excess
of the Improvement Allowance before or concurrently with Landlord’s payment for
same as provided above.  Landlord hereby
acknowledges that, at Tenant’s election, Tenant may contract for the New
Alterations work and manage the New Alterations work, or Tenant may contract
for the New Alterations work and, at Tenant’s sole cost and expense, engage a
third-party construction manager to manage such work, or Tenant may request
that Landlord or Landlord’s managing agent contract with the contractor
performing such New Alterations work and/or manage such New Alterations work.


At the time of Landlord’s approval, Landlord shall
also notify Tenant of any improvements contained in the New Alterations which
Landlord will require Tenant to remove at the termination of the Lease. If
Landlord fails to notify Tenant within 10 business days of the Approval, then
the improvements in the New Alterations shall become the property of Landlord
and shall be surrendered to Landlord upon the expiration or earlier termination
of this Lease and Tenant shall have no obligation to remove them.


4)             HVAC REPAIR/REPLACEMENT.
With respect to the office HVAC systems, Tenant’s expenditures for such repairs
shall be limited to $500.00 per unit per occurrence for repair, and provided
further, however, that if any one item’s cost of repair exceeds $500.00, that
Tenant will contact Landlord and Landlord, at its option may have repairs
completed by itself or an outside contractor selected by Landlord. 
Provided further that repairs required for said systems shall not have been
necessitated by Tenant’s failure to provide regular maintenance as provided
above.  In the event Tenant fails to make said repairs, then Landlord may,
but shall not be obligated to, make such repairs, in which event, Tenant shall
promptly reimburse Landlord for all expenses incurred thereby.


5)             RIGHT OF FIRST OFFER. So long as the Lease is in full force and
effect and no event of default (beyond any applicable notice and cure period)
has occurred and is then continuing and no facts or circumstances then exist
which, with the giving of notice or the passage of time, or both, would
constitute an event of default, Landlord hereby grants to Tenant a right of
first offer



 2
 









(the “Right of First
Offer”) to expand the Premises to space in the Building that directly adjoins
the Premises (the “Offer Space”) subject to the terms and conditions set forth
herein.  The term “directly adjoins”, as
used in the preceding sentence, shall mean space which actually adjoins and is
contiguous to the Premises.


(a)           The
term of the Right of First Offer shall commence on the commencement date and
continue throughout the initial term, unless sooner terminated pursuant to the
terms hereof.


(b)           Subject
to the other terms of this Right of First Offer, after any part of the Offer
Space has or will “become available” (as defined herein) for leasing by
Landlord, Landlord shall not, during the term of the Right of First Offer,
lease to a third party that available portion of the Offer Space (the “Available
Offer Space”) without first offering Tenant the right to lease such Available
Offer Space as set forth herein.


(i)            Notwithstanding subsection c(i) above, Offer
Space shall not be deemed to “become available” if the space is (a) assigned or
subleased by the current tenant of the space (unless such assignment or
sublease is accomplished in a manner to subvert the purposes of this Section
5); or (b) re-let by the current tenant or permitted subtenant of the space by
renewal, extension, or renegotiation.


(c)           Consistent
with subsection (c), Landlord shall not lease any such Available Offer Space to
a third party unless and until Landlord has first offered the Available Offer
Space to Tenant in writing (the “Offer”). 
The Offer shall contain (i) a description of the Available Offer Space
(which description shall include the square footage amount and location of such
Available Offer Space) and an attached floor plan that shows the Available
Offer Space; (ii) the date on which Landlord expects the Available Offer Space
to become available; (iii) the base rent for the Available Offer Space; and
(iv) the term for the Available Offer Space (which shall be no less than the
remainder of the Term of this Lease then in effect).  Upon receipt of the Offer, Tenant shall have
the right, for a period of fifteen (15) calendar days after receipt of the
Offer, to exercise the Right of First Offer by giving Landlord written notice
that Tenant desires to lease the Available Offer Space at the base rent and
upon the special terms and conditions as are contained in the Offer.  If the term of the Available Offer Space
expires after the term of the Lease, the term of the Lease shall be extended to
be coterminous with the term of the Available Offer Space and the base rent per
square foot for the existing Premises during said extension shall be the
greater of (i) the base rent per square foot for the Available Offer Space (as
set forth in the Offer, or (ii) the base rent per square foot of the Premises
for the last year of the initial term of the Lease


(d)           If,
within such fifteen (15)-day period, Tenant exercises the Right of First Offer,
then Landlord and Tenant shall amend the Lease to include the Available Offer
Space subject to the same terms and conditions as the Lease, as modified, with
respect to the Available Offer Space, by the terms and conditions of the
Offer.  If this Lease is guaranteed now
or at anytime in the future, Tenant simultaneously shall deliver to Landlord an
original, signed, and notarized reaffirmation of each Guarantor’s personal
guaranty, in form and substance acceptable to Landlord.



 3
 









(e)           If, within such fifteen (15)-day period,
Tenant declines or fails to exercise the Right of First Offer, then the Right
of First Offer shall terminate, and Tenant shall have no further Right of First
Offer.  Landlord shall then have the
right to lease the Available Offer Space in portions or in its entirety to a
third party, at any time without regard to the restrictions in this Right of
First Offer and on whatever terms and conditions Landlord may decide in its
sole discretion.


(g)           This
Right of First Offer is personal to Immucor, Inc. and shall become null and
void upon a sublet of all or a part of the Premises to; an unaffiliated entity
of Tenant..


6)            CAM/OPERATING EXPENSES INCREASES.
Tenants share of controllable expenses in the Operating Expenses as outlined in
Paragraph 4.2 (a), including but not limited to items (i), (iii), (iv) amd
(vii) shall not increase by more than Seven (7%) in any year over the previous
highest annual share during the Lease.


	
  Landlord:

  	
  Tenant:

  
	
   

  	
   

  
	
  AMB Property, L.P., a Delaware
  limited

  partnership

  	
  Immucor Inc., a Georgia corporation

  
	
   

  	
   

  
	
  By:

  	
  AMB Property Corporation, a

  	
   

  
	
   

  	
  Maryland corporation, its general

  	
  By:

  	
  /s/ 

  	
  Ralph A. Eatz

  	
   

  
	
   

  	
  partner

  	
   

  	
   

  	
  Ralph A. Eatz

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  
	
  By:

  	
    /s/ Christos F. Kombours

  	
   

  	
   

  
	
   

  	
     Christos F. Kombours

  	
  Witness:

  	
  /s/ C Vinson

  	
   

  
	
  Title:  Vice
  President

  	
  Print Name:

  	
    Connie Vinson

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
      /s/Kimberly A. Smith

  	
   

  	
  Date:

  	
    12-27-05

  	
   

  
	
  Print Name:

  	
    Kimberly A. Smith

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
    12-29-05

  	
   

  	
   

  
																			



 



 4
 









INDUSTRIAL
FUND I, LLC,


INDUSTRIAL MULTI-TENANT LEASE


Option to Extend


This Option to Extend is a part of the Lease Extension
and Modification Agreement dated                                             ,
by and between AMB PROPERTY, L.P. (“Landlord”) and IMMUCOR, INC. (“Tenant”) for
the premises commonly known as 2935 Amwiler Road, Suite C, Norcross, Georgia


1.             Option to Extend. Landlord hereby grants to Tenant
the option to extend the term of this Lease for the following period (“Option
Period”) commencing when the prior term expires from


September 1, 2016 to August 31, 2021              “Period One”


2.             Exercise Dates:  For
purposes of Paragraph 5 of this Addendum,


a.             the Earliest Exercise
Date is eighteen (18) months prior to the date that the Option Period would
commence and


b.             the Last Exercise
Date is nine (9) months prior to the date that the Option Period would
commence.


3.             Monthly Base Rent.            The monthly Base Rent
for each month of an Option Period shall be the amount calculated in accordance
with the alternative selected below (“Rent Adjustment Alternative”) but in no
event shall the monthly Base Rent for an Option Period be less than the highest
monthly Base Rent payable during the term immediately preceding the Option
Period.


	
  o

  	
  Fixed rent adjustment (“Fixed Rent Adjustment”)

  
	
   

  	
   

  
	
  o

  	
  Cost of living adjustment (“CPI Adjustment”)

  
	
   

  	
  Monthly Base Rent shall be calculated using the
  following CPI index (“Index”)

  
	
   

  	
  o

  	
  Urban Wage Earners and Clerical Workers

  
	
   

  	
  o

  	
  All Urban Consumers

  
	
   

  	
  o

  	
   

  
	
   

  	
  The Comparison Month is:

  
	
   

  	
  o

  	
  the first month of the term of this Lease; or

  
	
   

  	
  o

  	
   

  
	
   

  	
   

  
	
  x

  	
  Market rent (“Market Rent Adjustment”)

  
	
   

  	
  The monthly Base Rent for Period One shall be the
  then-current market rent for the space as determined in Paragraph 6.

  
				



 


4.             Other Amendments to
Lease operative during each Option Period:


 


None.


5.             Conditions to Exercise of Option. Tenant’s
right to extend is conditioned upon and subject to each of the following:


A.            In order to exercise
an option to extend, Tenant must give written notice of such election to
Landlord and Landlord must receive the same by the Last Exercise Date but not
prior to the Earliest Exercise Date.  If
proper notification of the exercise of an option is not given and/or received,
such option shall automatically expire. 
Options (if there are more than one) may only be exercised
consecutively.  Failure to exercise an
option terminates that option and all subsequent options.  Tenant acknowledges that because of the
importance to Landlord of knowing no later than the Last Exercise Date whether
or not Tenant will exercise the option, the failure of Tenant to notify
Landlord by the Last Exercise Date will conclusively be presumed an election by
Tenant not to exercise the option.


 


B.                                     Tenant
shall have no right to exercise an option (i) if Tenant is in Default.



 5
 









C.                                     All
of the terms and conditions of this Lease except where specifically modified by
this Addendum shall apply.


 


D.            The options are
personal to the Tenant, cannot be assigned or exercised by anyone other than
the Tenant without Landlord’s written consent, which consent shall not be
unreasonably withheld, delayed, nor conditioned, and only while the Tenant is
in full possession of the Premises and without the intention of thereafter
assigning or subletting.


6.             Calculation of Rent
Adjustment


 


A.            Cost of Living
Adjustment.                The
CPI Adjustment shall be based upon the Consumer Price Index of the Bureau of
Labor Statistics of the United States Department of Labor (1982 - 1984 = 100)
using the Index selected in Paragraph 3. 
If the selected Rent Adjustment Alternative is the CPI Adjustment, the
monthly Base Rent for an Option Period shall be the product obtained by
multiplying the highest monthly Base Rent payable by Tenant during the term immediately
preceding by a fraction the numerator of which shall be the Index for the first
month of the Option Period and the denominator of which shall be the Index for
the Comparison Month selected above.


B.            Market Rent Adjustment.   Four months prior to the commencement of each Option
Period, if the selected Rent Adjustment Alternative is the Market Rent
Adjustment, the Parties shall negotiate in good faith to determine the Base
Rent for the Option Period.  If agreement
cannot be reached within thirty days, then Landlord and Tenant shall each, no
later then 90 days prior to the commencement of the Option Period, make a
reasonable determination of the fair market rental for the Premises for the
Option Period and submit such determination, in writing, to arbitration in
accordance with the following provisions:


 


(i)            No later then 90
days prior to the commencement of the Option Period, Landlord and Tenant shall
each select an industrial leasing broker to act as an arbitrator.  The two arbitrators so appointed shall, no
later then 75 days prior to the commencement of the Option Period, select a
third mutually acceptable industrial leasing broker to act as a third
arbitrator.


 


(ii)           The three
arbitrators, acting by a majority, shall no later then 75 days prior to the commencement
of the Option Period, determine the actual fair market rental for the Premises
for the Option Period.  The decision of a
majority of the arbitrators shall be binding on the Parties.  The fair market rental determination of
Landlord or Tenant which is closest to the fair market rental as determined by
the arbitrators shall be the Base Rent for the Option Period.


 


(iii)          If either of the
Parties fails to appoint an arbitrator within the period required by this
Addendum, the arbitrator timely appointed shall determine the Base Rent for the
Option Period.


 


(iv)          The entire cost of
such arbitration shall be paid by the party whose fair market rental submission
is not selected.


	
  WITNESS

  	
   

  	
  Landlord: AMB Property, L.P.,

  
	
   

  	
   

  	
  a Delaware limited partnership

  
	
   

  	
   

  	
   

  
	
    /s/  Kimberly A. Smith

  	
   

  	
   

  
	
  Kimberly A.
  Smith

  	
   

  
	
   

  	
   

  	
  By:

  	
  AMB Property Corporation,

  
	
   

  	
   

  	
   

  	
  a Maryland corporation, its G.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
       /s/ Christos F.
  Kombours

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
       Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS

  	
   

  	
  Immucor, Inc., a Georgia corporation

  
	
   

  	
   

  	
   

  
	
     /s/ C Vinson

  	
   

  	
   

  	
  By:

  	
    /s/ Ralph A. Eatz

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
          Senior
  Vice President

  	
   

  



 



 6
 









ADDENDUM


COMMENCEMENT DATE
CERTIFICATE


	
  LANDLORD:

  	
  AMB PROPERTY, L.P.

  
	
   

  	
   

  
	
  TENANT:

  	
  IMMUCOR, INC.

  
	
   

  	
   

  
	
  LEASE DATE:

  	
                              ,
  2005

  
	
   

  	
   

  
	
  PREMISES:

  	
  2935 AMWILER ROAD, SUITE C

  
	
   

  	
  ATLANTA, GEORGIA 30360

  



 


Subject to Landord’s
obligations under Section 3.3 of the Lease, Tenant hereby accepts the Premises
as being in the condition required under the Lease.


The Commencement
Date of the Lease is                                                ,            .


The Expiration
Date of the Lease is                                                  ,             .


NOTE:  This certificate is to be executed subsequent
to the original execution of the Lease, when and if required and requested by
Landlord according to Paragraph 3.3 of the Lease


	
  Landlord:

  	
  Tenant:

  
	
   

  	
   

  
	
  AMB Property, L.P., a Delaware
  limited

  partnership

  	
  Immucor, Inc., a Georgia
  corporation

  
	
   

  	
  By:

  	
   

  	
   

  
	
  By:

  	
  AMB Property
  Corporation, a

  	
   

  	
   

  	
   

  
	
   

  	
  Maryland
  corporation, its general

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Partner

  	
   

  
	
   

  	
  Witness:

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Kent D. Greenawalt

  	
   

  
	
  Title: Senior Vice President

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
																			



 



 7















ADDENDUM


EARLY POSSESSION AND INDUCEMENT
RECAPTURE


 


 


Notwithstanding
anything contained within this lease to the contrary, the following shall
apply:


Early Possession.  Tenant may occupy the Premises on 12/31/05 (“Early
Possession Date”), even though the Early Possession Date is prior to the
Commencement Date of the Lease (“Early Possession”).  The obligation to pay Base Rent shall be
abated for the Early Possession Period. 
All other terms of this Lease, however, including, but not limited to
Tenant’s Share of Operating Expenses, the obligation to carry the insurance
required by Paragraph 8, shall be in effect during the Early Possession
period.  Such Early Possession shall not
change the Expiration Date of the Original Term.  If possession is not tendered to Tenant on
the Early Possession Date, the Early Possession period shall run from the date
of delivery of possession and continue for a period equal to the period during
which the Tenant would have otherwise enjoyed, under the terms hereof,
possession of the Premises with abated Base Rent, but minus any days of delay
caused by the acts, failure to act, or omissions of Tenant.



 1















ADDENDUM


TENANT’S RIGHT TO CONSTRUCT IMPROVEMENTS


This Tenant
Improvement Addendum is a part of the Lease dated 12/29/05, by and between AMB
PROPERTY, L.P. (“Landlord”) and Immucor, Inc. (“Tenant”) for the premises
commonly known as 2935 Amwiler Road, Suite C, Atlanta, GA.


Tenant may
construct the improvements (“Alterations”) described on Attachment 1 attached
hereto.  Prior to commencement of
construction, Tenant shall obtain and deliver to Landlord any building permit
required by applicable law and a copy of the executed construction
contract(s).  Tenant shall require its
contractor to maintain insurance in the amounts and in the forms described in
Attachment 2.  The Alterations shall be
constructed by licensed contractors reasonably approved by Landlord and in
accordance with reasonable rules, such as hours of construction, imposed by
Landlord.  The Alterations shall be
completed lien free, in accordance with the plans and specifications described
in Attachment 1, in a good, workmanlike and prompt manner, with new materials
of first-class quality and comply with all applicable local, state and federal
regulations.  The competed Alterations
shall be the property of Landlord and shall, subject to the provisions of the next
sentence, be surrendered with the Premises upon the expiration or sooner
termination of this Lease.  However,
Tenant shall at Tenant’s sole cost and expense remove, prior to the expiration
or sooner termination of this Lease, the Alterations which are designated by
Landlord to be removed and following such removal repair and restore the
Premises in a good and workmanlike manner to their original condition,
reasonable wear and tear excepted.


Tenant shall pay
when due all claims for labor or materials furnished or alleged to have been
furnished to or for Tenant at or for use on the Premises.  Tenant shall give Landlord not less than 10
days notice prior to the commencement of any work in, on or about the Premises,
and Landlord shall have the right to post notices of non-responsibility in or
on the Premises as provided by Georgia Statutes, Section 713.10 and detailed
within Paragraph 7.3 of this Lease.


Tenant agrees to
indemnify, protect and defend Landlord and hold Landlord harmless against any
loss, liability or damage resulting from construction of the Alterations.


Attachments


 


Attachment 1: Description
of Alterations and Plans and Specifications


Attachment 2: Insurance
Requirements



 1
 









EXHIBIT A


DESCRIPTION OF PREMISES


2935 Amwiler Rd., Suite C






 2
 









EXHIBIT B


RULES AND REGULATIONS


Tenant shall observe the
following Rules and Regulations (as amended, modified or supplemented from time
to time by Landlord as provided in this Lease).


1.             The sidewalks,
entries, passages, and staircases shall not be obstructed or used by Tenant,
its agents, servants, contractors, invitees or employees for any purpose other
than ingress to and egress from the Premises. 
Landlord reserves entire control of all parts of the Building employed
for the common benefit of the tenants including, without restricting the
generality of the foregoing, sidewalks, entries, corridors and passages not
within the Premises, provided that ingress to and egress from the Premises is
not unduly impaired thereby.


2.             Tenant, its agents,
servants, contractors, invitees or employees, shall not bring in or take out,
position, construct, install or move any safe, business machine or other heavy
office equipment without first obtaining the consent of the Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed.  In giving such consent, Landlord shall have
the right, in its reasonable discretion, to prescribe the weight permitted and
the position thereof, and the use and design of planks, skids or platforms to
distribute the weight thereof.  All
damage done to the Building by moving or using any such heavy equipment or
other office equipment or furniture shall be repaired at the expense of
Tenant.  The moving of all heavy
equipment or other office equipment or furniture shall occur at reasonable
hours and the persons employed to move the same in and out of the Building must
be reasonably acceptable to Landlord.


3.             The water closets and
other water apparatus, including sewer lines, shall not be used for any purpose
other than those for which they were constructed and no sweepings, rubbish,
rags, ashes or other substances shall be thrown therein.  Any damage resulting from misuse of such
facilities by Tenant, or Tenant’s servants or employees, shall be borne by
Tenant.  Tenant shall not let the water
run unless it is in actual use.


4.             Tenant shall not
deface or mark any part of the Building outside of the Premises.


5.             No one shall use the
Premises for sleeping apartments or residential purposes, or for the storage of
personal effects or articles other than those required for business purposes.


6.             Canvassing,
soliciting and peddling in the Office Complex is prohibited.


7.             Any hand trucks,
carryalls, or similar appliances used in the Building shall be equipped with
rubber tires, side guards and such other safeguards as Landlord shall require.


8.             No animals or birds
shall be brought into the Premises.



 3
 









9.             Tenant agrees that it
will not install any equipment which will exceed or overload the capacity of
any utility facilities, whether or not provided by Tenant or Landlord, and that
if any equipment installed by Tenant shall require additional utility
facilities, the same shall be furnished and installed at Tenant’s expense in
accordance with plans and specifications to be approved in writing by Landlord.


10.           Tenant shall have all
curtains, window treatments and signs approved by Landlord before installing on
the Premises. Landlord’s approval of curtains,
window treatments and signs shall not be unreasonably withheld, conditioned or
delayed


11.           No awnings or other
projections shall be attached to the outside walls of the Building.


12.           No Tenant shall cause
or permit any objectionable or offensive noise or odor to be emitted from the
Premises.


13.           No Tenant shall make,
or permit to be made, any unseemly or disturbing noises, sounds or vibrations or
reasonably interfere with Tenants of this or neighboring buildings or Premises
or those having business with them.


14.           Each Tenant must, upon
the termination of this tenancy, restore to the Landlord all keys of stores,
offices, and rooms, either furnished to, or otherwise procured by, such tenant,
and in the event of the loss of any keys so furnished, such tenant shall pay to
the Landlord the cost of replacing the same or of changing the lock or locks
opened by such lost key if Landlord shall deem it necessary to make such
change.


15.           Tenant acknowledges
that all monthly lease payments are due on or before the first of each month in
advance and that late payments are subject to a late charge solely at the
discretion of the Landlord subject to the Lease provisions.


16.           Tenant acknowledges
that the parking lots and truck courts are for the joint use of all the Tenants
in the Building and will endeavor to respect other Tenant’s front doors.


17.           Subject to the
provisions of this Lease, Tenant agrees that it will not make any modification
to the Premises without first obtaining the Landlord’s written consent.


18.           Tenant agrees that
prior to vacating the Premises for any reason the Premises and all equipment
(HVAC, plumbing, etc.) will be serviced and repaired or replaced as necessary
to return it to good working condition subject to the Lease provisions.


19.           Tenant agrees to enter
into a planned service or maintenance agreement on the HVAC equipment servicing
the Premises.  Said agreement to include
quarterly maintenance of the equipment. 
Tenant agrees to forward Landlord copies of the agreement and the
quarterly service tickets.



 4
 









20.           Tenant will not store
or use any hazardous materials in the Premises without the written consent of
the Landlord.


21.           Tenant shall not place
any objects, including antennas, outdoor furniture, etc., in the parking areas,
landscaped areas or other areas outside of its Premises, or on the roof of the
Premises.


22.           Tenant shall not
install or operate any steam or gas engine or boiler, or other similar
mechanical apparatus in the Premises, except as specifically approved in the
Lease.  The use of oil, gas or
inflammable liquids for heating, lighting or any other purpose is expressly
prohibited.  Explosives or other articles
deemed extra hazardous shall not be brought into the Project.


23.           Parking any type of
recreational vehicles in specifically prohibited on or about the Premises.  Except for the overnight parking of operative
vehicles, no vehicle of any type shall be stored in the parking areas at any
time.  In the event that a vehicle is
disabled, it shall be removed within 48 hours. 
There shall be no “For Sale” or other advertising signs on or about any
parked vehicle.  All vehicles shall be
parked in the designated parking areas in conformity with all signs and other
markings.  All parking will be open
parking, and no reserved parking, numbering or lettering of individual spaces
will be permitted except as specified by Landlord.


24.           Tenant shall use
commercially reasonable efforts to maintain the Premises free from rodents,
insects, including termites and other pests.


25.           Tenant shall not permit
storage outside the Premises, including without limitation, outside storage of
trucks and other vehicles, or dumping of waste or refuse or permit any harmful
materials to be placed in any drainage system or sanitary system in or about
the Premises.


26.           No auction, public or
private, will be permitted on the Premises or the project.


27.           Tenant assumes full
responsibility for protecting the Premises from theft, robbery and pilferage.


 


EXHIBIT C


ENVIRONMENTAL AND USE QUESTIONNAIRE

FOR TENANT MOVE-IN AND LEASE RENEWAL


	
  Property Name:

  	
   

  	
  Amwiler-Gwinnett Industrial Park

  
	
  Property
  Address:

  	
   

  	
  2935 Amwiler Road, Suite C, Atlanta, GA

  
	
  Lease Date:

  	
   

  	
  12/29/05

  
	
  Landlord:

  	
   

  	
  AMB Property, L.P

  
	
  Tenant:

  	
   

  	
  Immucor, Inc.

  



 



 5
 









Instructions:  The following questionnaire is
to be completed by the Tenant Representative with knowledge of the
planned/existing operations for the specified building/location.  A copy of the completed form must be attached
to all new leases and renewals, and forwarded to the Landlord’s Risk Management
Department.


1-0           PLANNED USE/OPERATIONS


1-1.          Describe planned use
(new lease) or existing operations (lease renewal), and include brief
description of manufacturing processes employed.


Storage
of medical device instruments, packaging supplies and records


2.0           HAZARDOUS MATERIALS


2-1.          Are hazardous materials
used or stored?  If so, continue with the
next question.  If not, go to Section
3.0.                   x  No                 o  Yes


2-2.          Are any of the following
materials handled on the property?  (A
material is handled if it is used, generated, processed, produced, packaged,
treated, stored, emitted, discharged, or disposed.)  If so, complete this section.  If this question is not applicable, skip this
section and go on to Section 5.0.


	
  o
  Explosives

  	
  o
  Fuels

  	
  o
  Oils

  
	
  o
  Solvents

  	
  o
  Oxidizers

  	
  o
  Organics/Inorganics

  
	
  o
  Acids

  	
  o
  Bases

  	
  o
  Pesticides

  
	
  o
  Gases

  	
  o
  PCBs

  	
  o
  Radioactive Materials

  
	
  o
  Other (please specify)

  	
   

  	
   

  



 


2-3.          For the following groups
of chemicals, please check the type(s), use(s), and quantity of each chemical
used or stored on the site.  Attach
either a chemical inventory or list the chemicals in each category.


	
  o    Solvents

  	
   

  	
  o    Gases

  
	
   

  	
   

  	
   

  
	
  Type:

  	
   

  	
  Type:

  
	
   

  	
   

  	
   

  
	
  Use:

  	
   

  	
  Use

  
	
   

  	
   

  	
   

  
	
  Quantity:

  	
   

  	
  Quantity:

  
	
   

  	
   

  	
   

  
	
  o    Inorganic

  	
   

  	
  o    Acids

  
	
   

  	
   

  	
   

  
	
  Type:

  	
   

  	
  Type:

  




 6
 









 


	
  Use:

  	
   

  	
  Use

  
	
   

  	
   

  	
   

  
	
  Quantity:

  	
   

  	
  Quantity:

  
	
   

  	
   

  	
   

  
	
  o    Fuels

  	
   

  	
  o    Explosives

  
	
   

  	
   

  	
   

  
	
  Type:

  	
   

  	
  Type:

  
	
   

  	
   

  	
   

  
	
  Use:

  	
   

  	
  Use

  
	
   

  	
   

  	
   

  
	
  Quantity:

  	
   

  	
  Quantity:

  
	
   

  	
   

  	
   

  
	
  o    Oils

  	
   

  	
  o    Bases

  
	
   

  	
   

  	
   

  
	
  Type:

  	
   

  	
  Type:

  
	
   

  	
   

  	
   

  
	
  Use:

  	
   

  	
  Use

  
	
   

  	
   

  	
   

  
	
  Quantity:

  	
   

  	
  Quantity:

  
	
   

  	
   

  	
   

  
	
  o    Oxidizers

  	
   

  	
  o    Pesticides

  
	
   

  	
   

  	
   

  
	
  Type:

  	
   

  	
  Type:

  
	
   

  	
   

  	
   

  
	
  Use:

  	
   

  	
  Use

  
	
   

  	
   

  	
   

  
	
  Quantity:

  	
   

  	
  Quantity:

  
	
   

  	
   

  	
   

  
	
  o    Organic

  	
   

  	
  o    Radioactive
  Materials

  
	
   

  	
   

  	
   

  
	
  Type:

  	
   

  	
  Type:

  
	
   

  	
   

  	
   

  
	
  Use:

  	
   

  	
  Use

  
	
   

  	
   

  	
   

  
	
  Quantity:

  	
   

  	
  Quantity:

  
	
   

  	
   

  	
   

  
	
  o    Other

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Use:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Quantity:

  	
   

  	
   

  




 7
 









2-4.          List and quantify the
materials identified above.


	
  MATERIAL

  	
   

  	
  PHYSICAL STATE

  	
   

  	
  CONTAINER SIZE

  	
   

  	
  NUMBER OF

  ONTAINERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2-5.          Describe the storage
area location(s) for these materials.


3.0           HAZARDOUS WASTES


3-1.          Are hazardous wastes
generated?  If so, continue with the next
question.  If not, skip this section and
go to section 4.0.                       x  No                       o  Yes


3-2.          Are any of the following
wastes generated, handled, or disposed of (where applicable) on the property?


	
  o  Hazardous wastes

  	
   

  	
  o  Industrial Wastewater

  
	
  o  Waste oils

  	
   

  	
  o  PCBs

  
	
  o  Air emissions

  	
   

  	
  o  Sludges

  
	
  o  Other (please specify)

  	
   

  	
   

  



 



 8
 









3-3.          Identify and describe
those wastes generated, handled or disposed of (disposition).  Specify any wastes known to be regulated
under the Resource Conservation and Recovery Act (RCRA) as “listed
characteristic or statutory” wastes. 
Include total amounts generated monthly. 
Please include name, location, and permit number (e.g. EPA ID No.) for
transporter and disposal facility, if applicable).  Attach separate pages as necessary.


3-4.          List and quantify the
materials identified in Question 3-2 of this section.


	
  

  	
   

  	
   

  	
   

  	
  APPROXIMATE

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WASTE

  GENERATED

  	
   

  	
  SOURCE

  	
   

  	
  MONTHLY

  QUANTITY

  	
   

  	
  WASTE

  CHARACTERIZATION

  	
   

  	
  DISPOSITION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3-5.                             Are
pollution controls or monitoring employed in the process to prevent or minimize
the release of wastes into the environment? 
If so, please describe.


 


4.0           USTS/ASTS


4-1.          Are underground storage
tanks (USTs), aboveground storage tanks (ASTs), or associated pipelines present
on site (lease renewals) or required for planned operations (new tenants)?  If not, continue with section 5.0.  If yes, please describe capacity, contents,
age, design and construction of USTs or ASTs


4-2.          Is the UST/AST
registered and permitted with the appropriate regulatory agencies?  Please provide a copy of the required
permits.



 9
 









4-3.          Indicate if any of the
following leak prevention measures have been provided for the USTs/ASTs and
their associated piping.  Additionally,
please indicate the number of tanks that are provided with the indicated
measure.  Please provide copies of
written test results and monitoring documentation.


	
  o    Integrity testing

  	
   

  	
  o    Inventory
  reconciliation

  
	
   

  	
   

  	
   

  
	
  o    Leak
  detection system

  	
   

  	
  o    Overfill
  spill protection

  
	
   

  	
   

  	
   

  
	
  o    Secondary
  containment

  	
   

  	
  o    Other
  (please describe)

  
	
   

  	
   

  	
   

  
	
  o    Cathodic
  protection

  	
   

  	
   

  



 


4-4.          If this Questionnaire is
being completed for a lease renewal, and if any of the USTs/ASTs have leaked,
please state the substance released, the media(s) impacted (e.g., soil, water,
asphalt, etc.), the actions taken, and all remedial responses to the incident.


4-5.          If this Questionnaire is
being completed for a lease renewal, have USTs/ASTs been removed from the
property?  If so, please provide any
official closure letters or reports and supporting documentation (e.g.,
analytical test results, remediation report results, etc.).


4-6.          For lease renewals, are
there any above or below ground pipelines on site used to transfer chemicals or
wastes?  For new tenants, are
installations of this type required for the planned operations?  If so, please describe.


4-7.          If present or planned,
have the chemical transfer pipelines been inspected or tested for leaks?  If so, please indicate the results and
provide a copy of the inspection or test results.


5.0           ASBESTOS CONTAINING
BUILDING MATERIALS


5-1.          Please be advised that
this property participates in an Asbestos Operations and Maintenance Program,
and that an asbestos survey may have been performed at the Property.  If



 10
 









provided, please review
the information that identifies the locations of known asbestos containing
material or presumed asbestos containing material.  All personnel and appropriate subcontractors
should be notified of the presence of these materials, and informed not to
disturb these materials.  Any activity
that involves the disturbance or removal of these materials must be done by an
appropriately trained individual/contractor.


6.0           REGULATORY


6-1.          For lease renewals, are
there any past, current, or pending regulatory actions by federal, state, or
local environmental agencies alleging noncompliance with regulations?  If so, please describe.


6-2.          For lease renewals, are
there any past, current, or pending lawsuits or administrative proceedings for
alleged environmental damages involving the property, you, or any owner or
tenant of the property?  If so, please describe.


6-3.          Does the operation have
or require a National Pollutant Discharge Elimination System (NPDES) or
equivalent permit?  If so, please provide
a copy of this permit.


6-4.          For lease renewals, have
there been any complaints from the surrounding community regarding facility
operations?  If so, please describe.  Have there been any worker complaints or
regulatory investigations regarding hazardous material exposure at the facility?  If so, please describe status and any
corrective actions taken.


6-5.          Has a Hazardous
Materials Business Plan been developed for the site?  If so, please provide a copy.


CERTIFICATION


I am familiar with
the real property and facility operations described in this questionnaire.  By signing below, I represent and warrant
that the answers to the above questions are complete and accurate to the best
of my knowledge.  I also understand that
the Landlord will rely on the completeness and accuracy of my answers in
assessing any environmental liability risks associated with the property.



 11
 









 


	
  

  	
  Signature:

  	
   

  	
  /s/ Ralph Eatz

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Ralph Eatz

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  December 27,
  2005

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone:

  	
   

  	
  (770) 441-2051

  



 



 12















EXHIBIT D


LANDLORD’S
WAIVER OF LIEN AND SECURITY INTEREST


NOTE:  This
document is to be executed and dated subsequent to the original execution of
the Lease, when and if Landlord’s consent of waiver is sought.


This
Agreement is made and entered into as of this               day
of                    ,
200   , by and between                                                 “Equipment
Lessor/Lender”), and AMB entity name  (“Landlord”), with reference to
that certain Agreement, dated                                                 ,
(the “Equipment Lease/Loan”), by and between Equipment Lessor/Lender and                                                 (“Tenant”),
wherein Equipment Lessor/Lender has agreed to lease to Tenant the property, or
make a loan secured by the assets, listed on Attachment A (“Assets”).


1.             Landlord acknowledges that
Equipment Lessor/Lender has first ownership claim on the Assets affixed to,
installed or kept at the real property generally known as                                                                                                  (the
“Premises”).


2.             Landlord agrees that the Assets
will remain personal property at all times even though they may be affixed to
or installed upon the Premises.


3.             Landlord hereby waives any right,
title, claim or interest in the Assets by reason of the Assets being attached
to or installed or resting upon the Premises and, subject to the rights of
Tenant under the lease between Landlord and Tenant for the lease of the
Premises (the “Lease”), hereby grants Equipment Lessor/Lender permission to
remove the Assets from the Premises at any reasonable time during the term of
the Lease after 5 days written notice to Landlord.  Equipment Lessor/Lender will be allowed 5 business
days for the removal of the Assets. 
Equipment Lessor/Lender shall prior to the end of such 5 day period
repair any damage to the Premises that results from said removal.  Equipment Lessor/Lender shall not disturb or
interfere with other tenants’ quiet enjoyment of their space in the Building
and Industrial Center in which he Premises are located.  During the period that Equipment
Lessor/Lender is in possession of the Premises it shall perform all of the
covenants of Tenant under the Lease other than the obligation to pay rent.


4.             Equipment Lessor/Lender agrees on
demand to reimburse the Landlord for the cost of repair of any physical damage
to the Premises caused by Equipment Lessor/Lender’s removal of the Assets.  Equipment Lessor/Lender further agrees that
the process of removal of the Assets will not leave the Premises in an unsafe
condition or in a condition that could cause continuing damage.


5.             If Equipment Lessor/Lender fails to
remove the Assets from the Premises prior to the termination of the Lease and
Landlord has given such notice to Equipment Lessor/Lender as may be required by
law for property to be deemed abandoned, then, after the time provided by law,
Landlord may deem the assets to be abandoned property.



 1
 









6.             Equipment Lessor/Lender agrees to
give Landlord written notice of Equipment Lessor/Lender’s declaration of any
default of Tenant under the Equipment Lease within 10 days of such default
unless such default is cured within such time period.


7.             Any notice required or permitted to
be given hereunder shall be deemed to be given (a) when hand delivered, (b) one
(1) business day after pickup by any service that guarantees overnight delivery
or (c) upon receipt, when sent by United States mail, postage prepaid, and
return receipt requested.  Notices shall
be addressed as appears below for the respective parties, provided that if any
party gives notice of a change in name or address, notices to the giver of such
notice shall thereafter be given as demanded in such notice:


	
  Equipment Lessor/Lender:

  	
   

  	
  Landlord:

  
	
   

  	
   

  	
  AMB entity name

  
	
   

  	
   

  	
  C/o AMB Property
  Corporation

  
	
   

  	
   

  	
  60 State Street,
  Suite 3700

  
	
   

  	
   

  	
  Boston, MA 02109

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attn: Kent D.
  Greenawalt

  



 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.


	
  EQUIPMENT LESSOR/LENDER:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  AMB entity name

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name: Kent D. Greenawalt

  
	
  Title:

  	
   

  	
   

  	
  Title: Senior Vice President

  
	
  Date:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
											



 


TENANT ACKNOWLEDGMENT AND AGREEMENT:


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
							



 



 2














EXHIBIT E


 


GLOSSARY


 


The following terms in the Lease
are defined in the paragraphs opposite the terms. 


 


	
  TERM

  	
   

  	
  DEFINED IN PARAGRAPH

  
	
  Additional Rent

  	
   

  	
  4.1

  
	
  Applicable Requirements

  	
   

  	
  6.3

  
	
  Assign

  	
   

  	
  12.1

  
	
  Base Rent

  	
   

  	
  1.4

  
	
  Basic Provisions

  	
   

  	
  1.1

  
	
  Brokers

  	
   

  	
  1.12, 16.27

  
	
  Building

  	
   

  	
  1.2

  
	
  Building Operating Expenses

  	
   

  	
  4.2(b)

  
	
  Code

  	
   

  	
  12.1

  
	
  Commencement Date

  	
   

  	
  1.3

  
	
  Commencement Date Certificate

  	
   

  	
  3.3

  
	
  Common Areas

  	
   

  	
  2.2

  
	
  Common Area Operating Expenses

  	
   

  	
  4.2(b)

  
	
  Condemnation

  	
   

  	
  14

  
	
  Default

  	
   

  	
  13.1

  
	
  Expiration Date

  	
   

  	
  1.3

  
	
  HVAC

  	
   

  	
  4.2(a)(x)

  
	
  Hazardous Substance

  	
   

  	
  6.2

  
	
  Indemnity

  	
   

  	
  8.5

  
	
  Industrial Center

  	
   

  	
  1.2

  
	
  Landlord

  	
   

  	
  1.1

  
	
  Landlord Entities

  	
   

  	
  6.2(c)

  
	
  Lease

  	
   

  	
  1.1

  
	
  Lenders

  	
   

  	
  6.4

  
	
  Mortgage

  	
   

  	
  16.18

  
	
  Operating Expenses

  	
   

  	
  4.2

  
	
  Party/Parties

  	
   

  	
  1.1

  
	
  Permitted Use

  	
   

  	
  1.8

  
	
  Premises

  	
   

  	
  1.2

  
	
  Prevailing Party

  	
   

  	
  16.13

  



 











 


	
  Real Property Taxes

  	
   

  	
  10.2

  
	
  Rent

  	
   

  	
  4.1

  
	
  Reportable Use

  	
   

  	
  6.2

  
	
  Requesting Party

  	
   

  	
  15.1

  
	
  Responding Party

  	
   

  	
  15.1

  
	
  Rules and Regulations

  	
   

  	
  2.4

  
	
  Security Deposit

  	
   

  	
  1.7, 5

  
	
  Taxes

  	
   

  	
  10.2

  
	
  Tenant

  	
   

  	
  1.1

  
	
  Tenant Acts

  	
   

  	
  9.2

  
	
  Tenant’s Share

  	
   

  	
  1.5

  
	
  Term

  	
   

  	
  1.3

  
	
  Use

  	
   

  	
  6.1

  
	
  Usufruct

  	
   

  	
  16.28