Exhibit 10.54


 




SEVENTH
AMENDMENT TO LEASE


 


THIS
SEVENTH AMENDMENT TO LEASE (the “Seventh Amendment to Lease”), made as of the 20th day of October,
2010, by and between SOUTHPORT BUSINESS PARK LIMITED PARTNERSHIP, a North Carolina limited partnership (the “Landlord”),
and GENTRIS CORPORATION, a Delaware corporation (the “Tenant”),


 


WITNESSETH


 


WHEREAS,
Landlord and Tenant: entered into a certain lease dated as of June 12, 2004, amended by letter agreement dated October 21, 2004,
by Second Amendment to Lease dated June 17, 2005, by Letter Agreement dated: September 19, 2005, by Third Amendment to Lease dated
May 25, 2006, by Fourth Amendment to Lease dated December 20, 2007, by Fifth Amendment to Lease dated June 15, 2009, and by Sixth
Amendment to Lease dated June 3, 2010 (collectively, the “Lease”), for certain space known as Suite 400, in the Building
located at 133 Southcenter Court, Morrisville, Wake County, North Carolina, as more particularly described in the Lease; and


 


WHEREAS,
Landlord and Tenant desire to amend certain terms of the Lease.


 


NOW
THEREFORE, in consideration of the premises contained herein, the sum of Ten Dollars ($10.00) and other good and valuable consideration,
the mutual receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the Lease as follows:


 


	1.	Page
    Thirty Three - Exhibit C - Special Provisions


 


Add
the following:


 


Right
of First Refusal


 


Provided
no uncured Event of Default by Tenant has occurred, Tenant shall have an ongoing right of first refusal once in any twelve month
period, to lease Suite 100 (as shown on Exhibit A, which is incorporated herein by reference) containing 5,048 rentable square
feet and is located adjacent to the Demised Premises (the “Second Expansion Space”), Landlord shall provide Tenant
the opportunity’ to lease the Second Expansion Space prior to any other prospective tenants^ excluding the current tenant
of the Second Expansion Space, by providing Tenant with a copy of the first written proposal to lease the space that is given
to a bonafide, prospective tenant (the “Bonafide Proposal”). If Tenant desires to lease the Second Expansion Space
under the terms of the Bonafide Proposal, Tenant must (1) notify Landlord in writing of its acceptance of the terms of the Bonafide
Proposal within ten (10) business days of receipt of the Bonafide Proposal, and (2) execute a lease amendment incorporating the
Second Expansion Space into the Lease on the terms and conditions contained in the Bonafide Proposal within fifteen (15) business
days of Landlord’s receipt of Tenant’s notice. If Tenant fails to give Landlord notice of its acceptance of the terms
of the Bonafide Proposal or enter into a lease amendment within the prescribed time, Tenant’s right to lease the Second
Expansion Space granted in this paragraph shall not be available to the Tenant for an addition twelve months from the date of
Landlord’s written notice to Tenant of a Bonafide Proposal and Tenant shall have no further rights with regard to the Second
Expansion Space until twelve months from the Landlord’s written notice to Tenant of a Bonafide Proposal. After that twelve
month period, Landlord will again give Tenant the same notice, copy of proposal, and response times as listed above. This cycle
shall repeat itself until the now current Term expires or the Second Expansion Space is leased to a third party, after which Landlord’s
obligation to offer the Second Expansion Space to Tenant shall cease.


 




    	 	 	 



    	 



    

 


Right
of First Offer


 


	 	1.
    	Provided
    no uncured Event of Default by Tenant has occurred, Tenant shall have the one-time right of first offer to lease Suite 600
    (as shown on Exhibit A, which is incorporated herein by reference) containing 4,100 rentable square feet and is located adjacent
    to the Demised Premises (the “Third Expansion Space”). Landlord shall provide Tenant the opportunity to lease
    the Third Expansion Space prior to any other prospective tenants, excluding the current tenant of the Third Expansion Space,
    by providing Tenant with a proposal to lease the Third Expansion Space (the “Third Expansion Space Proposal”).
    If Tenant desires to lease the Third Expansion Space Tenant must, within fifteen (15) business days of receipt of the Third
    Expansion Space Proposal, either notify Landlord in writing of its acceptance of the terms of the Third Expansion Space Proposal
    or negotiate revised terms to the Third Expansion Space Proposal that are acceptable to Landlord and Tenant (the “Agreed
    Upon Third Expansion Space Proposal). Additionally, within another fifteen (15) business days, Tenant must execute a lease
    amendment incorporating the Third Expansion Space into the Lease on the terms and conditions contained in the agreed upon
    Third Expansion Space Proposal or Agreed Upon Third Expansion Space Proposal. If Tenant fails to give Landlord notice of its
    acceptance of the terms of the Third Expansion Space Proposal or Agreed Upon Third Expansion Space Proposal and enter into
    a lease amendment within the prescribed time, Tenant’s right to lease the Third Expansion Space granted in this paragraph
    shall terminate and Tenant shall have no further rights with regard to the Third Expansion Space.


 


Provided
no uncured Event of Default by Tenant has occurred, Tenant shall have the one-time right of first offer to lease Suite 700 (as
shown on Exhibit A, which is incorporated herein by reference) containing 1.7,816 rentable square feet and is located adjacent
to the Demised Premises (the “Fourth Expansion Space”). Landlord shall provide Tenant the opportunity’ to lease
the Fourth Expansion Space prior to any other prospective tenants, excluding the current tenant of the Fourth Expansion Space,
by providing Tenant with a proposal to lease the Fourth Expansion Space (the “Fourth Expansion Space Proposal”). If
Tenant desires to lease the Fourth Expansion Space Tenant must, within fifteen (15) business days of receipt of the Fourth Expansion
Space Proposal, either notify Landlord in writing of its acceptance of the terms of the Fourth Expansion Space Proposal or negotiate
revised terms to the Fourth Expansion Space Proposal that are acceptable to Landlord and Tenant (the “Agreed Upon Fourth
Expansion Space Proposal). Additionally, within another fifteen (15) business days, Tenant must execute a lease amendment incorporating
the Fourth Expansion Space into the Lease on the terms and conditions contained in the agreed upon Fourth Expansion Space Proposal
or Agreed Upon Fourth Expansion Space Proposal. If Tenant fails to give Landlord notice of its acceptance of the terms of the
Fourth Expansion Space Proposal or Agreed Upon Fourth Expansion Space Proposal and enter into a lease amendment within the prescribed
time, Tenant’s right to lease the Fourth Expansion Space granted in this paragraph shall terminate and Tenant shall have
no further rights with regard to the Fourth Expansion


 


Except
as herein amended, the terms and conditions of the Lease shall remain in full force and effect. Each person signing as Landlord
or Tenant warrants and represents that she or he is authorized to execute and deliver’ this Seventh Amendment to Lease and
to make it a binding obligation of Landlord or Tenant,


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to Lease to be executed as a sealed instrument this the
day first above written.


 


	 	LANDLORD:
	 	 
	 	SOUTHPORT
    BUSINESS PARK LIMITED PARTNERSHIP, 

a North Carolina limited partnership
	 	 	 
	 	BY:	SOUTHPORT
    BUSINESS PARK INVESTORS CORPORATION, General Partner
	 	 	 
	 	By:	/s/
    Richard G. Sullivan
	 	 	Richard
    Sullivan
	 	 	Vice
    President
	 	 	 
	 	TENANT:
	 	 
	 	GENTRIS
    CORPORATION, 
	 	a
    Delaware corporation
	 	 	 
	 	By:
    	/s/
    Dawn L. Bordeaux
	 	 	Dawn
    L. Bordeaux, Vice President


 




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EXHIBIT
A – Second Expansion Space


 


[Intentionally
omitted]