10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2007

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

Commission file number 0-14820

IMMUCOR, INC.

(Exact name of registrant as specified in its charter)

Georgia	22-2408354
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3130 GATEWAY DRIVE,	30091-5625
P.O. BOX 5625 Norcross, Georgia	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code, is (770) 441-2051

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $.10 PAR VALUE

(Title of Class)

COMMON STOCK PURCHASE RIGHTS

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o   No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o   No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x

As of November 30, 2006, the aggregate market value of the common stock held by non-affiliates of the registrant was $1,827,047,758, based upon the closing price on The Nasdaq Stock Market on that date. For the purpose of calculating this amount, all officers and directors have been treated as affiliates.

As of June 30, 2007, there were 69,123,685 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III - Portions of the Registrant’s definitive Proxy Statement relating to the registrant’s 2007 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K as indicated herein.

Table of Contents

Part I
Item 1.	Business	3
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	18
Item 4.	Submission Of Matters To A Vote Of Security Holders	18
Part II
Item 5.	Market For The Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases	19
Item 6.	Selected Financial Data	22
Item 7.	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	23
Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	38
Item 8.	Financial Statements And Supplementary Data	39
Item 9.	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	71
Item 9A.	Controls And Procedures	71
Item 9B.	Other Information	72
Part III
Item 10.	Directors And Executive Officers Of The Registrant	73
Item 11.	Executive Compensation	73
Item 12.	Security Ownership Of Certain Beneficial Owners And Management	73
Item 13.	Certain Relationships And Related Transactions	73
Item 14.	Principal Accountant Fees And Services	73
Part IV
Item 15.	Exhibits And Financial Statement Schedules	74
Signatures		79
Ex-21	Subsidiaries Of The Registrant
Ex-23	Consents Of Experts And Counsel
Ex-31.1	Certificate Of Principal Executive Officer Pursuant To Rule 13a-14(a)
Ex-31.2	Certificate Of Principal Financial Officer Pursuant To Rule 13a-14(a)
Ex-32	Certifications Required Under Section 906 Of The Sarbanes-Oxley Act Of 2002

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PART I

FORWARD—LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements that are based upon current expectations and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain the words “believe”, “anticipate”, “expect”, “estimate”, “project”, “will be”, “will continue”, “will likely result”, or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. We intend that such statements be protected by the safe harbor created thereby. The risks and uncertainties are detailed from time to time in reports filed by us with the SEC, including Forms 8-K, 10-Q, and 10-K.

In addition, such statements are subject to the risks and uncertainties discussed in the “Risk Factors” section and elsewhere in this annual report on Form 10-K. The risks included here are not exhaustive. Other sections of this report may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

Item 1.—Business.

Founded in 1982, Immucor, Inc., a Georgia corporation (“Immucor” or the “Company”), develops, manufactures and sells a complete line of reagents and automated systems used primarily by hospitals, clinical laboratories and blood banks in a number of tests performed to detect and identify certain properties of the cell and serum components of human blood prior to blood transfusion. We continue to place increasing emphasis on the development and sale of instruments and instrument systems that use our proprietary reagents, while promoting increased sales of our traditional reagent product line.

Developments during Fiscal Year 2007

Launch of Galileo® Echo™—In June 2007 we received U.S. Food and Drug Administration (“FDA”) clearance to market our Galileo® Echo™ instrument in the United States. The Echo™ was also recently registered as a CE marked IVD device for distribution in Europe. The Echo™ has many of the features of the Galileo®, our automated assay instrument which caters to large customers, including a broad test menu and quick turnaround time. We expect the Echo™ to appeal to the small- to medium-sized hospital market, the largest segment of our customers, numbering approximately 5,000 to 6,000 worldwide.

Further Market Penetration by the Galileo®—In fiscal year 2007, we continued to increase our market share by signing contracts to sell our Galileo® instrument to several large, prestigious hospitals and laboratories which previously had been using our competitors’ products. We received 114 purchase orders for Galileo® instruments in fiscal 2007. As of May 31, 2007, we had received 481 purchase orders in total for Galileo® instruments worldwide, including 286 in Europe, 193 in North America, and 2 in Japan, and 423 of these instruments were generating reagent revenues.

Improved margins—In fiscal year 2007, we remained focused on the execution of our Customer Loyalty pricing strategies which are detailed below under “Strategy”. We improved our profit margins as a result of implementation of these strategies and conversion of selected group purchasing contracts to standardized pricing.

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Industry

We are part of the immunohematology industry, which generally seeks to prevent or cure certain diseases or conditions through the testing and transfusion of blood and blood components. In the U.S., the FDA regulates the transfusion of human blood as a drug and as a biological product. The FDA regulates all phases of the immunohematology industry, including donor selection and the collection, classification, storage, handling and transfusion of blood and blood components. The FDA requires all facilities that manufacture products used for any of those purposes, and the products themselves, to be registered or licensed by the FDA. See “Regulation.”

The principal components of blood are plasma (the fluid portion) and red cells. Blood also contains antibodies and antigens. Antibodies are proteins that are naturally produced by the human body in response to the introduction of foreign substances (antigens). Antigens are substances that stimulate the production of antibodies. Red blood cells, which transport oxygen from the lungs to other parts of the body and return carbon dioxide to the lungs, are categorized by four blood groups (A, B, AB and O) and two blood types (Rh positive and Rh negative), based on the presence or absence of certain antigens on the surface of the cells. It is crucial that the health care provider correctly identify the antibodies and antigens present in patient and donor blood. For example, if a donor’s red blood cells contain antigens that could react with the corresponding antibody in the patient’s plasma, the transfusion of the red blood cells may result in the potentially life-threatening destruction of the transfused red blood cells.

Because of the critical importance of matching patient and donor blood, highly skilled and educated technologists in hospitals, blood banks and laboratories generally perform procedures for testing compatibility. At present, the majority of these tests are performed manually, making blood testing laboratories much more labor-intensive than other types of testing laboratories. In recent years, most companies in the blood banking industry, including Immucor, have invested in automation and developed new technologies to reduce the labor component of blood testing, and thereby increase their market share and profitability. We believe that our blood bank automation and solid phase testing systems improve test results and reduce time necessary to perform certain test procedures, thereby offering a more cost-effective, accurate and efficient alternative to our customers. See “Instruments and Instrument Systems” below.

We estimate the market for traditional blood bank reagents (those used in manual testing) at approximately $700 to $800 million for North America, Western Europe and Japan, and we believe this market is relatively mature given current technology.

Strategy

Our goal is to increase our share of the worldwide market by automating the blood bank laboratory and firmly establishing ourselves as the world leader in blood bank automation. In order to implement this strategy, we intend to:

i) Increase Instrument Placements—Our strategy is to strengthen our leadership position in the automation of blood bank testing by continuing to expand our base of installed instruments with emphasis on markets in the United States, Western Europe, Canada and Japan. We offer customers a selection of automated analyzers, marketed as Scalable Solutions, which address the various needs of low, medium, and high-volume testing facilities. We use a “razor/razorblade” business model since our instruments are designed to operate only with our proprietary reagents. Once a customer procures an instrument from us, the customer is likely to continue to use our proprietary reagents for all of its needs. We offer several instrument procurement options to place more instruments in the market, including direct sales and rentals.

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ii) Convert to Standardized Pricing and Promote Customer Loyalty—We continue to follow our pricing strategy to ultimately convert all major group-purchasing contracts to the standardized tier pricing we use for other customers. We also continue to offer a Customer Loyalty Program, which partially protects our loyal customers from the effects of price increases. We expect these pricing adjustments will continue to have a favorable impact on our financial performance in the near term.

iii) Maximize Revenue Stream per Instrument Placement—Each instrument placed typically provides us with a recurring revenue stream through the sale of reagents and supplies. Our Galileo® and Echo™ blood bank testing systems operate exclusively with our proprietary reagent lines. These reagents command a premium price over traditional products. The average annual revenue per Galileo® placement has averaged over $100,000. We continue to develop new reagent applications and upgrade system software and hardware in order to expand instrument test menus, thereby increasing reagent usage per placement.

iv) Develop New and Enhanced Products—We continually seek to improve existing products and develop new products to increase our market share and revenues. In the past ten years we have successfully introduced and commercialized a number of automated and semi-automated analyzers and, in June 2007, received clearance to market our Galileo® Echo™ in the U.S. All these instruments are designed to operate exclusively with our proprietary solid phase Capture assays. Our current research and development efforts are directed towards introducing a new version of the Galileo® and expanding the offering of reagent tests for use on the Galileo® and the Echo™.

Proprietary Technology Platform

Manual Testing.   Under traditional agglutination blood testing techniques, the technologist mixes serum with red blood cells in a test tube, performs several additional procedures, and then examines the mixture to determine whether there has been an agglutination reaction. A positive reaction will occur if the cells are drawn together in clumps by the presence of corresponding antibodies and antigens. However, since the mixture is a fluid, it is sometimes difficult for the technologist to determine whether a positive reaction has occurred.

Due to the critical importance of matching patient and donor blood, testing procedures using agglutination techniques are usually performed manually by highly educated technologists. Depending on the manual test method used (as well as the technical proficiency of the person performing the test), the process can take from 30 minutes to an hour, and if the test results are ambiguous, the entire process may need to be repeated. Thus, a significant amount of expensive labor is involved in manual agglutination testing.

Solid Phase Technology.   Our automated reagent products are part of a proprietary solid phase blood test system, in which one of the reactants (either an antigen or an antibody) is applied or bound to a solid support like a microtitration plate (the solid phase), and the bound reactant captures other reactants in a fluid state and binds those fluid reactants to the solid phase. In these test systems, patient or donor serum or plasma is placed in the well of a plastic microtitration plate on which antigen or antibody reactants have been bound. Special proprietary indicator cells manufactured by Immucor are then added. Positive reactions adhere to the well as a thin layer and negative reactions do not adhere but settle to the bottom as a small cell button. These reactions occur rapidly and result in clearly defined, machine-readable test results that are often easier to interpret than the subjective results sometimes obtained from existing agglutination technology. Also, in batch test mode these solid phase test results can generally be obtained in substantially less time than by traditional agglutination techniques.

We have obtained FDA clearance for sale of five test systems using our solid phase technology: a platelet antibody detection system, Capture-P; a red cell antibody detection system, Capture-R; Capture-R

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Select, used for antibody screening, identification, phenotyping, cross matching and in the weak D test; and two infectious disease tests, Capture-CMV and Capture-S.

Labor costs are the largest component of the total cost of operating a hospital blood bank. We believe our solid phase blood testing system improves test results and, particularly when used on our automated blood analyzers, significantly reduces the time necessary to perform many blood and blood component tests, thereby making significant labor cost savings possible.

Reagents

Most of our current reagent products are used in tests performed prior to blood transfusions to determine the blood group and type of patient and donor blood, in the detection and identification of blood group antibodies, in platelet antibody detection and in prenatal care. The FDA requires the accurate testing of blood and blood components prior to transfusions using only FDA licensed reagents.

The following table lists the products sold by us, most of which are manufactured by or exclusively for us:

Product Group	Principal Use
ABO Blood Grouping	Detect and identify ABO antigens on red blood cells in order to classify a specimen’s blood group as either A, B, AB or O.
Rh Blood Typing	Detect Rh antigens in order to classify a specimen as either Rh positive or Rh negative, and to detect other Rh-hr antigens.
Anti-human Globulin Serums (Coombs Serums)	Used with other products for routine cross matching, and antibody detection and identification; allows a reaction to occur by bridging between antibodies that by themselves could not cause a reaction.
Reagent Red Blood Cells	Detect and identify antibodies in blood, confirm ABO blood grouping results and validate the performance of anti-human serum in the test system.
Rare Serums	Detect the presence or absence of rare red cell antigens.
Antibody Potentiators	Increase the sensitivity of antigen-antibody tests.
Quality Control Systems	Daily evaluation of the reactivity of routine blood testing reagents.
Monoclonal (Hybridoma) Antibody-based Reagents	Detect and identify ABO and other antigens on red blood cells.
Technical Proficiency Systems	Reagent tests used to determine technical proficiency and provide continuing education for technical staff.
Fetal Bleed Screen Kit	Detect excessive fetal-maternal hemorrhage in Rh-negative women.
Capture-P	Detect platelet antibodies.
Capture-R	Detect and identify unexpected IgG antibodies to red blood cells.
Capture-CMV	Detect antibodies to cytomegalovirus.
Capture-S	Detect antilipid antibodies for syphilis screening.
Capture-R Select	Used for Antibody screening, identification, phenotyping, cross matching and in the weak D test.

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Instruments and Instrument Systems

The blood banking industry today is still labor-intensive, and we believe our instruments and instrument systems significantly reduce the amount of time required to perform routine blood compatibility tests.

GALILEO®—The Galileo® provides hospitals, clinical reference laboratories and blood donor centers a fully-automated solution to perform all the routine blood bank tests, including blood grouping, antibody screening, crossmatch, direct antiglobulin test (DAT), antibody identification, cytomegalovirus (CMV) and syphilis screening. A high throughput instrument, Galileo® can process up to 224 different samples at once, and can perform approximately 70 type-and- screen tests an hour. The Galileo® uses our proprietary Capture reagent product technology and is manufactured exclusively for us by Stratec Biomedical AG.

GALILEO® ECHO™—The instrument was cleared for sale in the U.S. in June 2007 and was also recently registered as a CE marked IVD device for distribution in Europe. The Echo™ has many of the features of the Galileo® including a broad test menu and quick turnaround time with a throughput of 20 different samples at a time, and can perform approximately 14 type-and-screen tests an hour. We expect the Echo™ to appeal to the small- to medium-sized hospital market, the largest segment of our customers, numbering approximately 5,000 to 6.000 worldwide.

CAPTURE WORKSTATION (Semi-automated Processor)—The Workstation has semi-automated components for performing our proprietary Capture assays manually. It is marketed as a back-up system for our fully-automated Galileo® and Echo™, or as a stand alone instrument for small laboratories looking to standardize testing.

ROSYS Plato (Microplate Liquid Handler and Sample Processor)—The ROSYS Plato provides medium-sized donor centers, clinical reference laboratories and large hospital transfusion laboratories with automated liquid and sample handling for processing of microtitration plates, and also uses our proprietary solid phase Capture assays. Our sales strategy is to switch the customers who are using ROSYS Plato to our fully-automated Galileo® system.

ABS2000 (First Generation Blood Bank System)—This automated, “walk-away” blood bank analyzer—our first automated blood bank instrument - is a carousel-based batch analyzer using our proprietary Capture reagent product technology to perform blood typing and antibody screening. Our sales strategy is to switch the customers who are using ABS2000 to our fully-automated Echo™ system.

Collagen

Since 2004, we have produced human collagen mesh at our Houston facility for Inamed Corporation, a global healthcare company and a market leader in the popular dermal filler market, and now a wholly-owned subsidiary of Allergan, Inc. We also produce NouriCel®, a by-product of the human collagen production process. These products form a very small part of our business with fiscal 2007 revenue of $4.1 million. We have terminated the Inamed contract effective July 2008 due to our plan to close our Houston facility.

Products under Development

We continually seek to improve our existing products and to develop new ones in order to increase our market share. Prior to their sale, any new product requires licensing or pre-market clearance from the FDA. As of May 31, 2007, we employed 25 technical personnel whose specific duties are to improve existing products and develop new products. We also have established relationships with other individuals and institutions that provide similar services, and we expect that we will continue to form and maintain such relationships. We intend to continue focusing our product development efforts primarily in blood

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bank automation, solid phase technology and in areas that may also be useful in the development of these products. For the fiscal years ended May 31, 2007, 2006 and 2005, we spent approximately $6.4 million, $4.6 million and $4.5 million, respectively, for research and development. We may in the future acquire related technologies and product lines, or the companies that own them, for growth and to improve our ability to meet the needs of our customers.

Blood Bank Automation—We plan to continue development of the Galileo® automated blood bank instrument, including new assays, software and hardware improvements. New assays are also in development for the Galileo® Echo™ platform, and planning is also underway for future software and hardware improvements.

KODE Biotech Limited Technology Licensing Agreement—In July 2005, we signed a comprehensive technology licensing agreement with KODE Biotech Limited (formerly Kiwi Ingenuity Limited) to use its KODE™ technology platform to create a quality control system for blood group typing. KODE Biotech Limited, in association with the Auckland University of Technology Biotechnology Research Institute, has developed a range of KODE™ technology platforms which allow for the attachment of molecules to the outside of cells, thereby resulting in a quality control system for blood grouping.

Marketing and Distribution

Our potential U.S. customers are blood banks, hospitals and clinical laboratories. We maintain an active client base of over 7,500 customers worldwide, and no single customer purchases in excess of 5% of our current annual sales volume. We believe there is a slight amount of seasonality to our sales activity as fewer donations and elective surgical procedures are performed in our first quarter (June-August) and third quarter (December-February).

We market and sell our products directly through 158 sales, marketing and distribution personnel employed by us in the U.S., Canada, Europe and Japan. As of May 31, 2007, besides the 158 personnel employed by us, we use eight sales agents in Italy. We have hired highly experienced personnel with in-depth knowledge of the blood bank diagnostic business. We also conduct extensive training of our sales force and sponsor workshops in the U.S., Europe, Latin America, and Asia for customers and potential customers.

There is no material backlog of reagent revenues. At May 31, 2007, as required by U.S. generally accepted accounting principles, we had not recognized revenue from instrument sales contracts which had five-year price protection to customers on our reagents amounting to approximately $19.7 million. In fiscal year 2007, approximately 71% of consolidated net sales were generated in the U.S. With expected penetration of markets in the rest of the world, the percentage contribution from sales outside the United States is likely to increase in the future.

Suppliers

We obtain raw materials from numerous outside suppliers. We are not dependent on any single supplier, except for two manufacturers of instrumentation, Bio-Tek Instruments, Inc. for the Galileo® Echo™ and Stratec Biomedical AG for the Galileo®. We also have a joint manufacturing arrangement with Celliance Ltd. (a subsidiary of Millipore Corporation), for some of our monoclonal antibody-based products. We believe that our business relationship with our suppliers is excellent. We believe that if the supply of instrumentation were interrupted, alternate suppliers could be found, but the commencement of supply could take one to two years.

Certain of our products are derived from blood having particular or rare combinations of antibodies or antigens, which are found in a limited number of individuals. To date, we have not experienced any major difficulty in obtaining sufficient quantities of such blood for use in manufacturing our products, but there can be no assurance that a sufficient supply of such blood will always be available to us.

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Regulation

The manufacture and sale of blood banking products is a highly regulated business and is subject to continuing compliance with multiple U.S., Canadian, European, Japanese and other country-specific statutes, regulations and standards that generally include licensing, product testing, facilities compliance, product labeling, post-market vigilance and consumer disclosure.

In the U.S., an FDA facility license is issued for an indefinite period of time, subject to the FDA’s right to revoke the license. As part of its overview responsibility, the FDA makes plant and facility inspections on an unannounced basis. Further, a sample of each production lot of many of our products must be submitted to and cleared by the FDA prior to their sale or distribution. In 2006, we consolidated the Gamma Biologicals, Inc., Houston facility (U.S. Government Establishment License No. 435) under the Immucor, Inc. License No. 886, and the Houston facility now operates under the Immucor, Inc. name.

In addition, each product manufactured by us is subject to formal product submissions and review processes by the FDA and other regulatory bodies, such as Health Canada, a European recognized Notified Body and the Japanese Ministry of Health prior to authorization to market. Significant changes to our products or facilities can require additional submission and review prior to implementation.

For example, we hold several FDA product licenses to manufacture blood-grouping reagents, anti-human globulin reagents and reagent red blood cells. We must submit biological product license applications or 510(k) pre-market notifications to the FDA to obtain product licenses or market clearance for a new product or instrument. To accomplish this, we must submit detailed product information to the FDA, perform a clinical trial of the product, and demonstrate to the satisfaction of the FDA that the product meets certain efficacy and safety standards. There can be no assurance that any future product licenses or instrument clearances will be obtained by us.

In fiscal 2006, all our manufacturing facilities worldwide successfully transitioned their quality management system from ISO 13485:1996 to the next revision of the standard, ISO 13485:2003. This is an internationally recognized standard and certification is required in order to continue product distribution in key markets such as Europe and Canada. In addition, to continue marketing our products to the European Union, we are required to maintain certification under the EC Full Quality Assurance System Assessment in accordance with the requirements of Annex IV of the IVD Medical Devices Directive 98/79/EC. This certification authorizes the use of the CE mark on our products that allows products free access to all countries within the European Union. We successfully completed certifications for CE marking of all products manufactured for the European market.

In addition to the U.S., Europe, Canada and Japan, there are multiple countries worldwide that also impose regulatory barriers to market entry. We continue to maintain product registrations and approvals necessary to maintain access to foreign markets.

In North America, we have hired and retained several employees who are highly experienced in FDA and other regulatory authority compliance, and we believe that our manufacturing and on-going quality control procedures conform to the required statutes, regulations and standards.

Environmental

We generate hazardous waste and have a U.S. Environmental Protection Agency identification number. All hazardous material is manifested and disposed of properly. We are in compliance with applicable portions of the federal and state hazardous waste regulations and have never been a party to any environmental proceeding.

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Patents, Trademarks and Royalties

Since 1986, the U.S. Patent Office has issued to us six patents pertaining to our solid phase technology, one of which expired in 2003 and another in September 2006. The remaining four patents expire in 2007, 2008, 2010 and 2012. We believe the remaining patents, together with our trade secrets and know-how, will prevent any current or future competitors from successfully copying and distributing our solid phase products. In addition, the requirement to register products with the FDA and have them produced at an FDA-licensed facility acts as an additional barrier to entry into this market.

Our solid phase technology was initially acquired in 1983 from five researchers at the Community Blood Center of Greater Kansas City (“Blood Center”) pursuant to an agreement that terminated on September 8, 2006. Under that agreement we have expensed the Blood Center royalties equal to 4% of the net sales from products using the solid phase technology, including for the fiscal years ended May 31, 2007, 2006 and 2005 approximately $237,000, $848,000, and $523,000, respectively.

We have registered the trademark “Immucor” and “Gamma” and several product names, such as “ABS2000”, “ImmuAdd”, “Capture”, “Capture-P”, “MCP”, “Capture-R”, “Ready-Screen”, “Ready-ID”, “Capture-CMV”, “Galileo” and “ECHO”. Dominion Biologicals, Limited, our wholly-owned Canadian subsidiary in Halifax, Nova Scotia, has registered the trademark “NOVACLONE”.

Through the acquisition of the BCA blood bank division of Biopool International, Inc. (now known as Trinity Biotech Manufacturing Ltd.), we acquired several registered trademarks but produce only one of the products with the registered trademark “RESt”. We continue to distribute four products manufactured by Trinity Biotech Manufacturing Ltd.

Trademarks Used in this Report

We claim rights to the following trademarks used in this report:

ABS2000®
Capture®
Capture-CMV®
Capture-P®
Capture-R®
Echo™
Galileo®
Gamma®
ImmuAdd®
Immucor®
MCP®
NOVACLONE®
Ready-ID®
Ready-Screen®
RESt®

This report also refers to the following products for which trademarks are claimed by other companies:

“KODE” (KODE Biotech Limited)
“NouriCel” (SkinMedica, Inc.)
“ROSYS Plato” (Qiagen, Inc.)

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Competition

Competition in the immunohematology industry is based on quality of product, pricing, talent of the sales forces, ability to furnish a range of quality existing and new products, reliable technology, skilled and trained technicians, customer service and continuity of product supply. In the past several years, we have maintained our overseas sales and increased our domestic reagent market share. We believe that this is due to our emphasis on product quality, innovative automated systems, introduction of new and specialty products, customer service and training.

In the United States, Ortho-Clinical Diagnostics (“Ortho”), a Johnson & Johnson company, is our main competitor with licenses to manufacture an extensive line of blood banking reagents. A small line of reagent red blood cells manufactured in Europe by Medion Diagnostics GmbH is distributed by Olympus America, Inc. (“Olympus”) in the U.S. market, but this product line lacks many traditional reagents required by the blood bank industry. We have been the North American market leader since 1999. We seek to increase our worldwide market share through the use of our experienced direct sales force and expansion of our product line based on our blood bank automation strategy and solid phase technology.

Our Galileo® instrument was introduced to the major European countries in 2002 and in the U.S. market in 2004. Throughput for ABO/Rh and antibody screening on the Galileo® is 70 tests per hour. This is an important feature for the European market where most of the laboratories are open for one shift per day and the testing is condensed into an eight-hour testing period versus a 24-hour testing period in the United States. We believe that none of the instruments currently marketed are as fast as the Galileo®. The instrument speed coupled with our broad test menu gives the Galileo® the advantage in the U.S. market as well.

In 2003, Ortho, through its Micro Typing Systems subsidiary, began marketing the Ortho ProVue™ in the U.S. Throughput for ABO/Rh and antibody screening is believed to be eight to ten tests per hour and it uses the proprietary ID-Micro Typing™ Gel Test™ for both ABO/Rh type and antibody screen. Ortho also competes in the European market with the AutoVue™ instrument with a throughput for ABO/Rh and antibody screening of approximately 25 tests per hour. This system, which has been on the market for about 10 years, uses Ortho Biovue column agglutination. The only Immucor instruments with which the ProVue™ and the AutoVue™ currently competes directly are the ABS2000 and the newly developed Galileo® Echo™. We believe the Echo™ and ABS2000’s use of traditional reagents for ABO and Rh type combined with our proprietary technologies for antibody screen offers a competitive price advantage over these instruments.

Olympus has also developed an automated analyzer for the blood donor market. The instrument, known as PK7200, has been on the market for a number of years. The instrument performs only ABO/Rh testing, CMV and syphilis screening, and does not perform antibody screening. In May 2007, Olympus received FDA clearance to market their next generation instrument, PK7300 which performs donor ABO/Rh grouping, including Weak D testing, and Rh and Kell phenotyping. Due to lack of a broad menu and their inability to penetrate the market, we do not believe the Olympus PK instruments will have a material adverse effect on our revenue or instrument strategy in North America.

In 2005, Biotest AG, a German pharmaceutical and diagnostic company (“Biotest”) received U.S. clearance to market the Tango, a fully-automated instrument to perform ABO/Rh and antibody screening. The Tango has been sold in Europe and other markets by Biotest for several years, but has not been favorably accepted in the U.S. market.

Biotest presently has FDA licenses to sell six reagent products in the U.S., as well as the special reagents used by the Tango. We believe that Biotest plans to introduce a complete line of traditional reagents to the U.S. market and that it will take between 6 to 12 months for Biotest to complete that line.

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DiaMed AG, a Swiss company, has marketed in Europe the Walk Away Diana instrument that is manufactured by Grifols, a Spanish company. This system uses DiaMed’s proprietary gel cards and is the same instrument that is marketed as the ProVue™ by Ortho in the U.S. DiaMed has recently introduced the fully-automated Techno instrument for larger laboratories, which is similar in performance to the Ortho AutoVue, as well as the semi-automated Swing instrument. These instruments also use DiaMed’s proprietary gel cards. It is too early to predict how successful they will be. Grifols produces a line of gel cards which are sold principally in Spain, Portugal and Latin America. These cards will probably be more widely marketed as DiaMed’s patents for the gel technology continue to expire.

Bio-Rad Laboratories, a U.S. company, recently announced an agreement to acquire DiaMed. If that transaction closes, the Company believes Bio-Rad could become a significant competitor in Europe as soon as the transaction closes, and could become a significant competitor in North America within five years.

We jointly manufacture some of our monoclonal antibody-based products with Celliance Ltd (“Celliance”) (a subsidiary of Millipore Corporation) under a 5-year contract expiring in January 2008. Under a former provision of the contract, Celliance was prohibited from actively selling its branded finished products to end users in North America and Western Europe. However, this restriction terminated in July 2006 upon the sale of Celliance’s parent corporation. However, we believe lifting of this restriction is not likely to have any material impact on our business.

We believe that we are well positioned to compete favorably in the blood bank business principally because of the completeness of our product line, reliability and quality of our products, competitive pricing structure and introduction of new innovative products such as blood bank automation coupled with our Capture products (see Reagents, and Instruments and Instrument Systems). Continuing research efforts in the area of blood bank automation (see Products under Development), the experience and expertise of our sales personnel (see Marketing and Distribution) and the expertise of our technical and customer support staff will enable us to retain our competitive advantage in the market.

Financial Information about Geographic Areas

We conduct our business globally with manufacturing facilities in the United States and Canada. We have sales operations in several European countries and Japan. Roughly 30% of our revenues are generated by our international affiliates. In addition to the potentially adverse impact of foreign regulations, see “Regulations,” we may also be affected by tougher market conditions which could impact our revenues and profit margins. Also, there may be adverse consequences from fluctuations in foreign currency exchange rates, which may affect the competitiveness of our products and our profit margins, because our affiliates sell our products predominantly in local currencies, but our cost structure is weighted towards the U.S. dollar.

For financial information about geographic areas, see Note 15 “Domestic and Foreign Operations” of the notes to the consolidated financial statements.

Employees

At May 31, 2007, together with our subsidiaries, we had a total of 610 full-time employees (an increase of 47 during the fiscal year, principally sales and service personnel added in the U.S. in anticipation of the launch of the Echo™). We had 402 full-time employees in the U.S., of whom 65 were in sales and marketing, 275 were in manufacturing, research and distribution, and 62 were in administration. In Germany, Portugal, Italy, Spain, Canada, Belgium and Japan, we had 208 full-time employees, 93 of whom worked in sales and marketing, 75 in manufacturing, research and distribution, and 40 in administration.

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As in the past, we experienced a low staff turnover rate in fiscal 2007. There are no Company employees that are represented by a union. We consider our employee relations to be good.

Available Information

We file reports, proxy statements and other information under the Securities Exchange Act of 1934, as amended (the “1934 Act”) with the Securities and Exchange Commission (the “Commission”). Electronic versions of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports filed or furnished with the SEC may be accessed free of charge through our website at www.immucor.com under “About Us/Investor Information/SEC Filings”. The information may also be accessed at the Commission’s web site at (www.sec.gov).

Item 1A.—Risk Factors.

We are subject to various risks and uncertainties relating to or arising out of the nature of our business and general business, economic, financing, legal and other factors or conditions that may affect us. We provide the following cautionary discussion of risks and uncertainties relevant to our business, which we believe are factors that, individually or in the aggregate, could have a material and adverse impact on our business, results of operations and financial condition, or could cause our actual results to differ materially from expected or historical results. You should understand that it is not possible to predict or identify all such factors. Consequently, our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations.

Risks Relating to Our Company

A catastrophic event at our Norcross, Georgia facility would prevent us from producing many of our reagent products.

Substantially all our reagent products are produced in our Norcross facility. While we have reliable supplies of most raw materials, our reagent production is highly dependent on the uninterrupted and efficient operation of the Norcross facility, and we currently have no plans to develop a third-party reagent manufacturing capability. Therefore, if a catastrophic event occurred at the Norcross facility, such as a fire or tornado, many of those products could not be produced until the manufacturing portion of the facility was restored and cleared by the FDA. We maintain a disaster plan to minimize the effects of such a catastrophe, and we have obtained insurance to protect against certain business interruption losses. However, there can be no assurance that such coverage will be adequate or that such coverage will continue to remain available on acceptable terms, if at all.

Unforeseen product performance problems could prevent us from selling the affected products or even result in a recall of previously-placed products.

Our instruments, reagents and other products are subject to regulation by governmental and private agencies in the United States and abroad, which regulate the testing, manufacturing, packaging, labeling, distribution and marketing of medical supplies and devices. All of our products receive all required clearances from those agencies before we sell them. However, if any of our products failed to perform in the manner represented during this clearance process, particularly concerning safety issues, one or more of these agencies could require us to cease selling that product, or even recall previously-placed products, and to resubmit the product for clearance before we could sell it again. Depending on the product, and the availability of acceptable substitutes, such an agency action could result in significantly reduced revenues and earnings for an indefinite period.

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Any unforeseen delays or costs relating to the planned closure of our Houston facility or difficulties in consolidating our manufacturing facilities could adversely affect our business and operating results.

In November 2005, we announced plans to close our manufacturing facility located in Houston, Texas and to consolidate production at the facility into our Norcross, Georgia and Halifax, Nova Scotia manufacturing facilities. We expect that process to be completed by December, 2007. Any major delays, including regulatory delays, or higher than expected consolidation costs could limit or delay realization of the increased efficiencies that we expect to realize from this closure and could negatively impact our operating results.

We are highly dependent on our senior management team and other key employees, and the loss of one or more of these employees could adversely affect our operations.

Our success is dependent upon the efforts of our senior management and staff, including sales, technical and management personnel, many of whom have very specialized industry and technical expertise that is not easily replaced. If key individuals leave us, we could be adversely affected if suitable replacement personnel are not quickly recruited. Our future success depends on our ability to continue to attract, retain and motivate qualified personnel. There is intense competition for medical technologists and in some markets there is a shortage of qualified personnel in our industry. If we are unable to continue to attract or retain highly qualified personnel, the development, growth and future success of our business could be adversely affected.

Our customers and potential customers may choose to delay significant capital expenditures, which could have an adverse effect on the sales of our instruments.

For many of the hospitals, blood banks and other institutions to which we offer our products, the purchase of one of our instrument systems represents a significant capital expenditure. Some of these customers may choose to delay significant capital expenditures such as the purchase of an instrument from us because of limited capital resources or for other reasons. Because our business operates on a “razor/razorblade” model, any delays in purchasing our instruments would also result in delayed purchases of our proprietary reagents. As a result, our revenues and financial results could be adversely affected.

If customers delay integrating our instruments into their blood banking operations, our operating results could be negatively impacted.

From time to time in the past, certain of our customers have experienced delays between the purchase of our instruments and the successful integration of these instruments into their existing operations. These delays may be due to a number of factors, including staffing and training issues and interfacing our instruments with the customer’s computer systems. As a result, we have experienced, with certain customers, significant delays between the time that an instrument is purchased and the time that such instrument is brought “on line” by the customer. We have taken steps in the design of our next generation instruments intended to make it easier for our customers to integrate the instruments into existing operations. However, because our business operates on a “razor/razorblade” model, such integration delays could also result in delayed purchases of our proprietary reagents.

Our business is concentrated in North America and in order to continue to successfully grow our business, we must expand sales of our products outside North America.

In recent years approximately 80% of our revenues and 95% of our net income were generated from sales in North America, and these sales have been at increasingly larger gross margins. These results could be significantly and negatively impacted if current or new competitors increased their competition based on price, thereby potentially reducing our market share and gross margins. In order to mitigate that risk, we must expand our sales profitably outside North America. An integral part of our strategy is to place our

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instruments in additional markets, particularly in Japan. In furtherance of this strategy, we recently acquired the blood banking business of our former distributor in Japan. Our ability to grow successfully in Japan and other markets depends in part on our ability to achieve product acceptance and customer loyalty in these markets. Additionally, our operations in foreign countries present certain challenges and are subject to certain risks not necessarily present in our domestic operations, such as fluctuations in currency exchange rates, shipping delays, changes in applicable laws and regulations and various restrictions on trade. These factors could impact our ability to compete successfully in these markets, which could in turn negatively affect our international expansion goals, and could have a material adverse effect on our operating results.

Because we sell our products internationally, we could be adversely affected by fluctuations in foreign currency exchange rates.

In the fiscal year ended May 31, 2007, our foreign net sales, including net U.S. export sales to unaffiliated customers, accounted for approximately 29% of our total net sales. As a result, fluctuations in foreign currency exchange rates, particularly the Euro, Canadian Dollar and Yen against the U.S. Dollar, could make our products less competitive and affect our sales and earnings levels. An increase in our foreign sales would increase this exposure. We have not historically hedged against currency exchange rate fluctuations, but may do so in the future if the exposure increases.

We cannot predict the outcome of pending governmental investigations and other pending legal matters.

As discussed under Item 3—Legal Proceedings below, our Italian subsidiary and Dr. Gioacchino De Chirico, our CEO and the former president of the subsidiary, have been the subjects of a criminal investigation in Milan, Italy relating to payments to certain Italian physicians and the SEC has also issued a formal investigative order relating to certain of these matters. Our subsidiary settled the charges in Italy on terms that were not material to our financial condition. Dr. De Chirico has contested the charges against him, and they have been sent forward for trial. We expect the trial and related appeals to continue for an extended period of time. The Company and Dr. De Chirico are still seeking to settle the related SEC investigation in the near term. These investigations have resulted in, and may continue to result in, a diversion of our management’s time and attention, particularly Dr. De Chirico’s, and the incurrence of increased costs, as his case moves forward.

Our financial performance is highly dependent on the timely and successful introduction of new products and services.

Our financial performance depends in large part upon our ability to successfully develop and market next generation and new instruments and other products in a rapidly changing technological and economic environment. If we fail to successfully identify new product opportunities and timely develop and introduce new instruments that achieve market acceptance, we may lose our market share and our future revenue and earnings may suffer. We recently launched our Galileo® Echo™ instrument mainly for small- to medium-sized hospitals. If the introduction of this or other next-generation instruments were to be delayed due to regulatory, development, or other obstacles, our revenues, earnings and market share could be negatively impacted. Additionally, our next generation instruments must compete with current and future instruments offered by our competitors.

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We are dependent on some single source suppliers.

We purchase certain instruments and reagents from single source suppliers. See “Business—Suppliers”. The disruption of such supply relationships could impair our ability to process, manufacture and test products or cause us to incur costs associated with the development of alternative sources. In addition, in some instances, FDA clearance would be required to replace or substitute a supplier or component that we use. Any such disruption could result in delays in making product shipments, which could have a material adverse effect on our financial condition and results of operations.

We may be unable to adequately protect our proprietary technology.

Our ability to compete depends in part on our ability to maintain the proprietary nature of our owned and licensed intellectual property. There can be no assurance as to the degree of protection offered by our various patents or with regard to licensed intellectual property, that the licenses will not be terminated. Although one of the two original patents on our proprietary solid-phase technology expired in August 2003 and the other in September 2006, we believe our remaining patents, together with our trade secrets and know-how, will prevent any current or future competitors from successfully copying and distributing our solid phase products. In addition, the requirements to register products like these with the FDA, and have them produced at an FDA-licensed facility, act as an additional barrier to entry into this market. However, there can be no assurance that competitors will not develop around the patented aspects of any of our current or proposed products, independently develop technology or know-how that is the same as or competitive with our technology and know-how or otherwise obtain access to our intellectual property. If we are unable to maintain the proprietary nature of our intellectual property and our significant current or proposed products, our revenues and results of operations may be adversely affected.

Risks Relating to our Industry

Government regulation may delay or prevent new product introduction.

Our instruments, reagents and other products are subject to regulation by governmental and private agencies in the United States and abroad, which regulate the testing, manufacturing, packaging, labeling, distribution and marketing of medical supplies and devices. Certain international regulatory bodies also impose import and tax restrictions, tariff regulations, and duties on imported products. Delays in agency review can significantly delay new product introduction and may result in a product becoming “outdated” or losing its market opportunity before it can be introduced. Also, the FDA and international agencies have the authority to require a recall or modification of products in the event of a defect.

FDA clearance generally is required before we can market new instruments or reagents in the United States or make significant changes to existing products. The process of obtaining marketing clearances and approvals from regulatory agencies for new products can be time consuming and expensive. There is no assurance that clearances or approvals will be granted or that agency review will not involve delays that would adversely affect our ability to commercialize our products.

Federal, state and foreign regulations regarding the manufacture and sale of our products are subject to change. We cannot predict what impact, if any, such changes might have on our business. In addition, there can be no assurance that regulation of our products will not become more restrictive in the future and that any such development would not have a material adverse effect on our business.

The industry and market segment in which we operate are highly competitive, and we may not be able to compete effectively with larger companies with greater financial resources than we have.

Our industry and markets we operate in are highly competitive. Some of our competitors have greater financial resources than we do, making them better equipped to fund research and development,

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manufacturing and marketing efforts, or license technologies and intellectual property from third parties. Moreover, competitive and regulatory conditions in many markets in which we operate restrict our ability to fully recoup our costs in those markets. Our competitors can be expected to continue to improve the design and performance of their products and to introduce new products with competitive price and performance characteristics. Although we believe that we have certain technological and other advantages over our competitors, maintaining these advantages will require us to continue to invest in research and development, sales and marketing and customer service and support. We cannot assure you that we will have sufficient resources to continue to make such investments at levels that our larger competitors can make or that we will be successful in maintaining such advantages.

We may be exposed to product liability claims resulting from the use of products we sell and distribute.

Although product liability claims in our industry are infrequent, the expansion of our business in an increasing litigious business environment may expose us to product liability claims related to the products we sell. We maintain insurance that includes product liability coverage and we believe our insurance coverage is adequate for our business. However, there can be no assurance that insurance coverage for these risks will continue to be available or, if available, that it will be sufficient to cover potential claims or that the present level of coverage will continue to be available at a reasonable cost. A partially or completely uninsured successful claim against us could have a material adverse effect on us.

Item 1B.—Unresolved Staff Comments.

Not applicable.

Item 2.—Properties.

Our corporate office and main manufacturing facilities along with laboratories and warehouses are located in Norcross, a suburb of Atlanta, Georgia. In fiscal 2007 we signed new leases for approximately 45,000 sq. ft. in Norcross to support services for the Echo™ and to address anticipated growth in business and planned closure of our Houston facility. We are committed to lease additional 12,700 sq. ft. in Norcross in June 2009. We lease all our properties except the Houston plant, Canadian plant and the Belgium distribution center, none of which are encumbered as security for any loan. Listed below are the locations and other details of all the properties leased and owned by us:

			Fiscal 2007
	Square feet		Lease Expense			Expiration dates of the leases
Production facilities:
Norcross, US		166,729		$	923,000	7 buildings with leases expiring between fiscal 2008 & fiscal 2017
Houston, US		42,074		n/a		Company owned
Halifax, Canada		15,000		n/a		Company owned
Distribution centers:
Germany		7,106		$	262,981	April 2009
Italy		2,789		$	131,611	Between November 2007 & April 2012
Belgium		4,593		n/a		Company owned
Spain		1,030		$	64,360	September 2009
Portugal		395		$	24,549	Between November 2008 & May 2010
Japan		1,545		$	180,490	January 2010

We believe that our current facilities are adequate for our current and anticipated needs and do not foresee any difficulty in renewing leases which are expiring in the near term.

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Item 3.—Legal Proceedings.

As previously reported, our Italian subsidiary and Dr. Gioacchino De Chirico, our Chief Executive Officer and the former President of the subsidiary, have been the subjects of a criminal investigation in Milan, Italy centered on payments by several companies to certain Italian physicians allegedly in exchange for favorable contract awards by their hospitals. Dr. De Chirico was charged as the former President of the subsidiary with directing a €13,500 payment to one physician and payments totaling approximately $47,000 to another physician, and the subsidiary was charged concerning the €13,500 payment under an Italian law holding the subsidiary responsible for actions allegedly taken by an officer. In January 2007 our Italian subsidiary settled the charges in Italy on terms that were not material to our financial condition. Dr. De Chirico has vigorously denied any wrongdoing and is contesting the charges against him, which have been sent forward for trial. The trial is expected to begin sometime this fall and to continue well into 2008, and appeals of an unfavorable verdict could take several years.

An investigation into these matters by the Audit Committee of our Board of Directors concluded that the €13,500 payment to a physician as the organizer and chairman of a convention sponsored by the Italian subsidiary was not improper, but the invoice for those services resulted in a violation of the books and records provisions of the Foreign Corrupt Practices Act. We reported this violation to the SEC, who thereafter issued a formal investigative order. The Company and Dr. De Chirico have been seeking to settle the SEC investigation, but no determination can yet be made as to whether we will become subject to any fines, penalties and/or other charges imposed by the SEC or any governmental authority, or any other damages or costs that may arise in connection with these circumstances.

Between August 31 and October 19, 2005, a series of ten class-action lawsuits were filed in the United States District Court for the Northern District of Georgia against us and certain of our current and former directors and officers alleging that our stock prices during part of 2004 and 2005 were inflated as a result of material misrepresentations or omissions in our financial statements and other public announcements. These cases were consolidated under the caption In re Immucor, Inc. Securities Litigation, File No. 1:05-CV-2276-WSD. In May 2007 we entered into an agreement to settle these lawsuits. Under the settlement agreement, our insurance carrier has agreed to pay $2.5 million to the plaintiff class in consideration of an absolute and unconditional release of all claims against us and the individual defendants. Our only costs are legal expenses, which have been expensed as incurred. The Court has given its preliminary approval to the terms of the settlement. The settlement is contingent upon various conditions, including but not limited to final approval by the Court after notice to the class and a hearing scheduled for September 20, 2007. It is not certain the settlement will receive final approval from the Court nor be upheld if challenged on appeal.

Other than as set forth above, we are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business. We do not believe any on-going legal proceedings, including those summarized above, will have a material adverse effect on our consolidated financial position or future results of operations.

Item 4.—Submission of Matters to a Vote of Security Holders.

During the fourth quarter of fiscal year 2007, no matters were submitted to a vote of the security holders.

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PART II

Item 5.—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock trades on The Nasdaq Stock Market under the symbol: BLUD. The following table sets forth the quarterly high and low prices of the common stock for the fiscal periods indicated as reported on The Nasdaq Stock Market.

	High		Low
Fiscal Year Ended May 31, 2007
First Quarter	$	21.23	$	16.86
Second Quarter	27.98		20.67
Third Quarter	34.07		26.55
Fourth Quarter	35.99		27.47
Fiscal Year Ended May 31, 2006
First Quarter	$	24.00	$	15.11
Second Quarter	18.90		14.37
Third Quarter	20.91		15.14
Fourth Quarter	21.56		16.03

As of June 30, 2007, there were 456 holders of record of our common stock, which excludes shareholders whose shares were held by brokerage firms, depositories and other institutional firms in “street name” for their customers.

Stock Split

We distributed a three-for-two stock split on May 15, 2006 to the shareholders of record on April 24, 2006 which resulted in the issuance of 22,685,368 shares of common stock, net of 98 fractional shares which were paid in cash. The stock split was the eighth for the Company since its initial public offering in December 1985.

Dividend Policy

We have not declared any cash dividends with respect to our common stock during the previous two fiscal years. We presently intend to continue to retain all earnings in connection with our business.

Equity Compensation Plan Information

In 2005 our Board of Directors adopted, and the shareholders approved, the Immucor, Inc. 2005 Long-Term Incentive Plan (the “2005 Plan”). The 2005 Plan replaces our preexisting stock option plans which have been frozen and remain in effect only to the extent of awards outstanding under these plans. Under the 2005 Plan, besides granting stock options, management will be able to award stock appreciation rights, restricted stock, deferred stock, and other performance-based awards as incentive and compensation to employees. The number of shares of our common stock as to which awards may be granted under the 2005 Plan is 3,600,000. The maximum number of shares that may be used for awards other than stock options is 1,800,000 and for grants of incentive stock options is also 1,800,000. Options are granted at the closing market price on the date of the grant. Option awards generally vest equally over a four-year period and have a six-year contractual term. Restricted stock awards generally vest equally over a five-year period. The 2005 Plan provides for accelerated vesting of option and restricted stock awards if there is a change in control, as defined in the plan.

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The following table provides information as of May 31, 2007 with respect to the shares of our common stock that may be issued under our existing equity compensation plans:

	Number of securities		Weighted average			Number of
	to be issued upon exercise		exercise price of			securities remaining
	of outstanding options,		outstanding options,			available for
Plan category	warrants and rights		warrants and rights			future issuance ***
Equity compensation plans approved by security holders *		2,317,962		$	8.08		3,175,847
Equity compensation plans not approved by security holders **		1,365,542		$	1.01		—
Total		3,683,504		$	5.46		3,175,847

* Includes our 1998 Stock Option Plan, 2003 Stock Option Plan and 2005 Long-Term Incentive Plan.

** Includes our 1990 Stock Option Plan and 1995 Stock Option Plan.

*** Number of securities available for future issuance represents securities available under the 2005 Long-Term Incentive Plan. At May 31, 2007, options had been granted under the 2005 Long-Term Incentive Plan to purchase 304,079 shares of common stock and 127,105 shares of restricted stock had been granted; all of the 3,175,847 remaining shares, which include 7,031 cancelled awards, are available for issue under the 2005 Long-Term Incentive Plan; 1,498,352 shares can be issued as stock options and 1,677,495 shares can be issued as restricted stock or other non-option awards after May 31, 2007. No securities are available for future issuance under any of the other plans which were frozen when the 2005 Long-Term Incentive Plan was adopted. For a description of the material features of these plans, see Note 11 to the consolidated financial statements.

Stock Repurchase Program

We are currently authorized to repurchase in aggregate up to 9,375,000 shares of our common stock under the stock repurchase program instituted in June 1998 with the initial authorization to repurchase up to 6,075,000 shares of our common stock. Since 1998, we have repurchased shares of our common stock having an aggregate value of approximately $50.9 million. During the fiscal year ended May 31, 2007, we repurchased 281,969 shares for approximately $4.9 million at an average per share price of $17.23, bringing the aggregate number of shares to 8,232,944 repurchased under that program through May 31, 2007. As of May 31, 2007, 1,142,056 shares were available for repurchase under the program.

We did not repurchase any shares of our common stock under our stock repurchase plan during the three-month period ended May 31, 2007.

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Performance Graph

The following performance graph compares the cumulative total shareholder return on an investment of $100 in our common stock for the last five fiscal years with the total return of the S & P 500 and a Peer Group Index for our last five fiscal years. With the acquisition of Gamma Biologicals, Inc. during fiscal year ended May 31, 1999, the only other public company engaged in the blood bank reagent business is Johnson & Johnson through its Ortho-Clinical Diagnostics business unit. Due to the size and diversity of Johnson and Johnson, we do not believe it to be a true peer. For this reason, the Peer Group is comprised of the following publicly traded companies: (1) Biosite, Inc.; (2) Meridian Bioscience, Inc.; (3) Gen Probe, Inc.; and (4) Ventana Medical Systems, Inc., which we consider peers because they are medical technology companies without large pharmaceutical operations.

The Peer Group selected by us was revised this year to replace Alpha Innotech Corp. (formerly Xtrana, Inc.) with Gen Probe, Inc. and Ventana Medical Systems, Inc. because Alpha Innotech Corp. is no longer considered to be in a similar business as ours. There were no other changes made to the Peer Group. The peer group previously used by us, which includes (1) Alpha Innotech Corp. (formerly Xtrana, Inc.), (2) Biosite, Inc., and (3) Meridian Bioscience, Inc. (the “Old Peer Group”), is shown in the charts below for comparative purposes.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Immucor, Inc., The S&P 500 Index,
A New Peer Group And An Old Peer Group

	5/02		5/03		5/04		5/05		5/06		5/07
Immucor, Inc.		100.00		165.04		360.81		872.21		709.79		1232.96
S&P 500		100.00		91.94		108.79		117.75		127.92		157.08
New Peer Group		100.00		127.17		218.25		263.83		324.17		389.00
Old Peer Group		100.00		136.57		134.61		197.67		217.19		377.44

* $100 invested on 5/31/02 in stock or index-including reinvestment of dividends.

The stock price performance included in this graph is not necessarily indicative of future stock price performance

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Item 6—Selected Financial Data.

(All amounts are in thousands, except per share amounts)

	For the Year Ended May 31,
	2007			2006			2005			2004			2003
							(1)			(1)(2)			(1)(2)
Statement of Income Data:
Net sales	$	223,678		$	183,506		$	144,786		$	112,558			$	98,648
Cost of sales	65,923			61,969			57,541			50,488				42,939
Gross profit	157,755			121,537			87,245			62,070				55,709
Operating expenses:
Research and development	6,354			4,623			4,463			3,749				2,051
Selling, general, and administrative	58,738			51,185			45,530			36,619				31,354
Restructuring expenses	1,051			2,689			—			—				—
Total operating expenses	66,143			58,497			49,993			40,368				33,405
Income from operations	91,612			63,040			37,252			21,702				22,304
Other:
Interest income	2,841			978			624			41				127
Interest expense	(432		)	(516		)	(662		)	(881		)		(2,406		)
Other (expense) income—net	133			(342		)	767			(598		)		158
Total other	2,542			120			729			(1,438		)		(2,121		)
Income before income taxes	94,154			63,160			37,981			20,264				20,183
Income taxes	34,086			23,317			14,071			7,726				5,813
Net income	$	60,068		$	39,843		$	23,910		$	12,538			$	14,370
Income per share:
Per common share—Basic	$	0.88		$	0.59		$	0.35		$	0.19			$	0.23
Per common share—Diluted	$	0.85		$	0.56		$	0.34		$	0.18			$	0.21
Weighted average shares outstanding:
Common shares	68,441			68,004			67,699			66,387				63,458
Common shares—assuming dilution	70,669			71,401			71,350			70,491				68,210

	May 31,
	2007		2006		2005		2004		2003
Balance Sheet Data:
Working capital	$	162,865	$	92,883	$	70,945	$	48,261	$	40,872
Total assets	275,478		191,687		157,613		124,417		116,886
Long-term obligations, less current portion	3,488		3,980		2,991		7,216		18,231
Retained earnings	179,768		119,700		79,857		55,956		43,426
Shareholders’ equity	219,448		143,871		117,432		92,953		73,695

  (1) All share and per share amounts have been retroactively adjusted to reflect the May 2006, December 2004, July 2004, November 2003 and September 2002 three-for-two stock splits.

(2) Certain salary expenses for the years ended May 31, 2004 and 2003 have been reclassified to conform to the current year presentation; these reclassifications impact Cost of sales and Selling, general and administrative expenses.

  (3) No cash dividend was declared during any of the five years.

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Item 7.—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Refer to “Forward Looking Statements” following the Index and Item 1A “Risk Factors” of this Form 10-K

Overview

Our Business

We develop, manufacture, and sell a complete line of reagents and automated systems used primarily by hospitals, clinical laboratories and blood banks in tests performed to detect and identify certain properties of human blood prior to blood transfusion. We have manufacturing facilities in the United States and Canada. We sell our products from these facilities and through our affiliates in Germany, Italy, Belgium, Spain, Portugal and Japan.

The FDA regulates all aspects of the immunohematology industry, including marketing of reagents and instruments used to detect and identify blood properties. Our industry has been very labor intensive but in recent years it has made noticeable advances in automating certain manual processes. We believe that companies that successfully introduced new technologies and automated products have seen their profitability improve.

We have introduced several instruments in the past, and we continue to focus on developing new instruments and improving our existing instruments. In June 2007, we received FDA clearance to market our latest instrument, Galileo® Echo™, which is a compact bench top, fully-automated walk-away instrument for small- and medium-sized hospitals, blood banks and transfusion laboratories.
Echo™ uses Capture products, our proprietary reagents, and offers an extensive test menu and significant labor reduction while increasing productivity and patient safety. We expect to increase our market share and revenues from the sale of Echo™ and Galileo® instruments and the sale of Capture products in the near term. Instruments and Capture products currently account for approximately 27% of our revenues.

Performance

In fiscal 2007 we continued to focus on increasing revenue and improving gross margins, using the strategies we first implemented in fiscal 2005. We also concentrated our efforts on ensuring that the Echo™ was ready for submission to the FDA for clearance and would start generating revenue in fiscal 2008. As part of this effort, we made changes in our organization structure, and hired and trained additional sales and technical personnel to ensure the smooth introduction of this new product. We also continued to place Galileo® instruments in the market. During fiscal 2007, we received purchase orders for 114 Galileo® instruments.

Our overall gross margin increased to 71% for fiscal year 2007 from 66% achieved in fiscal year 2006 and 60% achieved in fiscal 2005. The 22% increase in revenue and a 6% improvement in overall gross margin during the year ended May 31, 2007, as compared to the prior year period, were mainly attributable to the price increases introduced in fiscal 2006 and 2007. Our reporting of revenue and gross margins is affected by the application of Emerging Issues Task Force (“EITF”) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. The accounting treatment mandated by this pronouncement results in the deferral of certain revenue for sales agreements that have multiple deliverables while the related costs are recorded up-front. As of May 31, 2007, May 31, 2006 and May 31, 2005, we had deferred revenue liabilities of approximately $19.7 million, $16.1 million and $7.6 million, respectively, and a major portion of these balances related to the deferral of revenue from sale of instruments.

In fiscal 2007, we were again successful in containing operating expenses which rose by only 13% while revenues increased by 22%, which translated into a 51% increase in net income compared to the prior year. Increased revenues, improved gross margin, and containment of expenses contributed to our

23

achieving a third consecutive record year of growth in terms of revenue and net income. This is reflected in the increase in our cash resources and short-term investments from $55.7 million at May 31, 2006 to $113.6 million at May 31, 2007.

Business Outlook

For fiscal 2008, our primary focus will be in successfully introducing and marketing our new instrument, the Galileo® Echo™ to small and medium-size customers. We will also continue to focus on placing Galileo® instruments with larger customers. Over the next few years, we expect our core business to shift gradually from being mainly a supplier of traditional reagents to being a major supplier of automated instruments that use our proprietary Capture technology and products. Simultaneously, we intend to increase our research and development efforts to introduce the next version of the Galileo® with additional and improved features. However, with the probable change in sales mix as more instruments are sold, it could be difficult to sustain the overall gross margin of 71% achieved in fiscal 2007. The higher margins on the Capture reagents used on our instruments may not be enough to offset the lower margins on the instruments themselves. Moreover, there is likely to be further pressure on our overall gross margin because we are required by EITF 00-21 to expense the cost of instruments up-front and then spread the revenue over the entire period of sale contracts with reagent price guarantees, and we will need to hire additional service personnel to support the Echo™ launch. We expect to improve our margins on reagents but at a slower rate than those achieved in the last three years.

Listed below are the key factors which we expect will drive revenue and improve reagent gross margins in fiscal 2008:

·Introduction of Galileo® Echo™

We expect to further improve our competitive position going into fiscal 2008 through the launch of the Galileo® Echo™, which is being released in European and U.S. markets in the first quarter of fiscal 2008. Galileo® Echo™ is significantly smaller and faster than our ABS2000, and has substantially all of the features of our larger instrument, Galileo®, apart from lower throughput. We believe the Galileo® Echo™ will appeal to the small- to medium-sized hospital market, the largest segment of our customers (approximately 5,000 to 6,000 worldwide), to which our ABS2000 instrument was previously marketed. We expect to gradually increase our share in this market and increase revenues from sales of our Capture products.

·Increased market penetration by Galileo®

We expect Capture revenues to increase in fiscal 2008, as we continue to increase Galileo® placements. As of May 31, 2007, we have received purchase orders for 286 Galileo® instruments from European customers since introducing the Galileo® to the European market in the first quarter of fiscal 2003. Additionally, as of May 31, 2007: 177 Galileo® purchase orders have been received from U.S. customers since FDA clearance was received in April 2004; 16 Galileo® purchase orders have been received from Canadian customers since Health Canada clearance was received in July 2004; and two purchase orders have been received from Japanese customers since Ministry of Health clearance was received in July 2004. As of May 31, 2007, 423 of these instruments were generating reagent revenues.

·Expanding our Customer Loyalty Program

We continue to offer our Customer Loyalty Program to expand reagent utilization throughout our customer base. The program promotes customer loyalty and higher sales volumes while partially shielding our more loyal customers from the effects of price increases.

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·Increased manufacturing efficiencies

Our decision to consolidate manufacturing operations in Norcross, Georgia and close the Houston, Texas facility by December 2007 will further reduce overheads and improve margins and net income.

Results of Operations

Comparison of Years Ended May 31, 2007 and May 31, 2006

	For the Year Ended May 31,								Change
	2007				2006				Amount		%
	($ in thousands)
Net Sales		$	223,678			$	183,506		$	40,172	22	%
Gross profit		157,755				121,537			36,218		30	%
Gross profit percentage		71		%		66		%	n/m		6	%
Operating expenses		66,143				58,497			7,646		13	%
Income from Operations		91,612				63,040			28,572		45	%
Non-operating income		2,542				120			2,422		n/m
Income before income tax		94,154				63,160			30,994		49	%
Provision for income tax		34,086				23,317			10,769		46	%
Net income		$	60,068			$	39,843		$	20,225	51	%

Improved sales and margins, along with a proportionately lower increase in operating expenses, resulted in an increase in net income for fiscal 2007 of $20.2 million, 51% higher than fiscal 2006. Of the $7.6 million, or 13%, increase in operating expenses, stock compensation expense relating to the adoption of Statement of Financial Accounting Standards No. 123R (“SFAS 123(R)”), effective June 1, 2006, accounted for $3.1 million and the weakening of the U.S. Dollar against the Euro in fiscal 2007 accounted for approximately $1.4 million. A large portion of the remaining increase was related to the launch of Echo™ and the anticipated growth of our instrument business. The expense relating to the adoption of SFAS 123(R) and the impact of the weakening of the U.S. Dollar against the Euro together accounted for 59% of the $7.6 million increase in the operating expenses. Diluted earnings per share totaled $0.85 for fiscal 2007, as compared to diluted earnings per share of $0.56 for the prior year, an increase of 52%.

United States operations continue to generate a majority of our revenue and operating income. U.S. operations generated 73% and 89%, respectively, of our revenue and operating income in fiscal 2007 compared to 71% and 90%, respectively, in fiscal 2006.

Net sales

	For the Year Ended May 31,						Change
	2007			2006			Amount		%
	($ in thousands)
Traditional reagents		$	159,941		$	132,745	$	27,196	20	%
Capture products		42,720			34,315		8,405		24	%
Instruments		16,927			12,517		4,410		35	%
Collagen		4,090			3,929		161		4	%
		$	223,678		$	183,506	$	40,172	22	%

The 20% growth in traditional reagent revenue (i.e. products not using our patented Capture technology) in fiscal 2007 compared to fiscal 2006 occurred mainly as a result of price increases in the United States. Traditional reagent sales have historically been our primary source of revenue and still

25

constitute roughly 70% of our revenue. We expect the significance of this line of products to gradually decline as we place more instruments in the market and increase sales of our Capture products.

Sales of Capture products increased by $8.4 million, or 24%, in fiscal 2007 compared to fiscal 2006 mainly due to volume increase ($3.4 million) and price increases ($2.3 million) in the U.S., exchange rate gains of $1.0 million due to strengthening of Euro against the U.S. Dollar and an increase of $1.7 million was attributable to our foreign affiliates. Sales of Capture products are largely dependent on the number of installed instruments requiring the use of Capture reagents. As we succeed in placing more instruments in the market, we expect revenue from Capture products to increase.

Revenue from instruments increased by 35% in fiscal 2007 compared to fiscal 2006. In fiscal 2007, $8.4 million of deferred revenue was recognized from previously placed instruments compared to $5.5 million recognized in fiscal 2006. Most instrument sales in the United States are recognized over the life of the underlying reagent contract, which is normally five years. In fiscal 2007 approximately $11.9 million of instrument sales and associated service revenues were deferred in this manner, compared to $13.8 million in fiscal 2006. As of May 31, 2007 and May 31, 2006, deferred instrument and service revenues totaled $19.7 million and $16.1 million, respectively. We expect to place more Galileo® instruments in the market and begin generating revenues from the sale of our new Galileo® Echo™ instruments for which we received FDA clearance in June 2007.

Human collagen forms a very small part of our business, and we expect to discontinue this product in fiscal 2009 when our manufacturing commitment expires.

Gross margin

	For the Year Ended May 31,
	2007						2006						Change
	Amount			Margin %			Amount			Margin %			Amount			%
	(in ‘000)						(in ‘000)						(in ‘000)
Traditional reagents	$	121,666			76	%	$	95,106			72	%	$	26,560		28	%
Capture products	35,822				84	%	27,662				81	%	8,160			29	%
Instruments	(549		)		-3	%	(2,480		)		-20	%	1,931			78	%
Collagen	816				20	%	1,249				32	%	(433		)	-35	%
	$	157,755			71	%	$	121,537			66	%	$	36,218		30	%

Overall gross margin improved during fiscal 2007 to 71%, up from 66% in fiscal 2006, due to improvement in margins in all three main categories of our business. Gross margin on traditional reagents improved by 4% to 76% primarily due to price increases. The gross margin on Capture products improved by 3% to 84% due to volume and price increases. In the case of instruments, comparing gross margin from period to period can be misleading because of the way revenue and cost for certain types of instrument sales are recorded. Where sales contracts have price guarantee clauses, instrument costs are expensed when the sale is made, but the related revenue is deferred and recorded as income over the term of the agreement. For fiscal 2007, the gross margin on instruments was a negative 3% and, for fiscal 2006, it was a negative 20%. In fiscal 2007, we deferred $1.9 million less revenue ($11.9 million in fiscal 2007; $13.8 million in fiscal 2006) from sales of instruments and recognized $2.9 million more revenue ($8.4 million in fiscal 2007; $5.5 million in fiscal 2006) compared to fiscal 2006. Both these factors largely contributed towards the improvement of margin on instruments. The gross margin on human collagen sales was 20% in fiscal 2007 compared to 32% in fiscal 2006 due to an increase in costs.

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Operating expenses

	For the Year Ended May 31,						Change
	2007			2006			Amount			%
	($ in thousands)
Research and development		$	6,354		$	4,623	$	1,731		37	%
Selling and marketing		26,595			20,877		5,718			27	%
Distribution		9,635			8,004		1,631			20	%
General and administrative		22,162			21,963		199			1	%
Restructuring expense		1,051			2,689		(1,638		)	-61	%
Amortization expense and other		346			341		5			1	%
Total operating expenses		$	66,143		$	58,497	$	7,646		13	%

An increase in research and development expenses of $1.7 million, or 37%, in fiscal 2007, compared to fiscal 2006, was mainly attributable to an increase in consultancy fees of $0.4 million relating to the second generation Galileo®, an accrual for bonuses of $0.4 million, an increase in compensation cost of $0.3 million on adoption of SFAS 123(R), an increase in salaries and payroll taxes of $0.3 million, an increase in laboratory supplies of $0.2 million (primarily for Echo™ clinical trials), and an increase in depreciation charges of $0.1 million. In fiscal 2006, no costs were recorded for SFAS 123(R), bonuses or the second generation Galileo®. As we reached the final phase of the development of the Galileo® Echo™ in fiscal 2007, the spending on this project was minimal compared to $0.8 million spent in fiscal 2006.

An increase in selling and marketing expenses of $5.7 million to $26.6 million, or 27%, over the prior fiscal year was largely due to an increase in salaries, payroll taxes and staff moving expenses of $1.9 million, an increase in compensation cost of $0.7 million on adoption of SFAS 123(R), an increase in travel and convention costs of $0.8 million, an accrual for bonuses of $0.5 million and an increase in staff commissions of $0.5 million. We increased our sales staff to 158 by hiring 15 additional sales personnel in preparation for the launch of the Echo™ and also to more aggressively market the Galileo®. This accounted for a major portion of the increase in the personnel cost in fiscal 2007. The impact of the weakening of the U.S. Dollar against the Euro by about 7% in fiscal 2007 accounted for an increase of approximately $0.6 million in selling and marketing expenses of the European affiliates.

An increase in distribution expenses of $1.6 million, or 20%, in fiscal 2007 over fiscal 2006 was mainly due to an increase in freight expenses of $0.7 million as a result of increased shipments of instruments and setting up costs for centralization of European operations in Germany, an increase in salaries of $0.3 million, an increase in our new Japanese affiliate’s distribution costs of $0.4 million, and an increase in compensation cost of $0.1 million on adoption of SFAS 123(R).

General and administrative expenses rose marginally in fiscal 2007 (by $0.2 million), or 1%, to $22.2 million over fiscal 2006. In fiscal 2007, professional fees (legal, audit, SOX and tax) decreased by approximately $2.8 million, mainly due to a reduction in outsourcing of certain work relating the documentation and testing of the internal controls to ensure compliance with the Sarbanes-Oxley Act requirements and a reduction in legal fees relating to the Italian investigation. The savings in professional fees was mostly off set by an increase in compensation cost of $1.6 million on adoption of SFAS 123(R), an increase in salaries, payroll taxes and bonus of $0.5 million, an increase in recruiting cost of $0.2 million and an increase in consultancy fees of $0.2 million. The impact of the weakening of the U.S. Dollar against the Euro by about 7% in fiscal 2007 accounted for approximately $0.3 million increase in general and administrative expenses of the European affiliates.

We are consolidating our manufacturing operations in Norcross, Georgia and closing the Houston plant. This action resulted in restructuring charges of $1.1 million in fiscal 2007. We spent $0.4 million for production consolidation, $0.3 million for retention bonuses and $0.3 million for relocation expenses. In fiscal 2006, of the total charge of $2.7 million, $2.3 million was for the impairment of long-lived assets at

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the Houston facility. This plant closure is expected to be complete by December 2007. The total cost of restructuring is estimated at $4.7 million, of which $3.7 million has already been incurred as of May 31, 2007. The future cash outlay for the Houston plant closure, all of which is expected to occur in fiscal 2008, is estimated at approximately $1.0 million.

Non-operating income

	For the Year Ended May 31,						Change
	2007			2006			Amount
	($ in thousands)
Non-operating income		$	2,542		$	120		$	2,422

In fiscal 2007, we earned $1.9 million more interest income compared to fiscal 2006 due to the increase in our cash resources by $59 million; miscellaneous items accounted for the balance of the increase of $0.5 million.

Income taxes

The provision for income taxes increased $10.8 million in fiscal 2007 from the prior year, primarily due to higher pre-tax income, partially offset with a 1% decease in the overall effective tax rate to 36% for fiscal 2007, compared to 37% for fiscal 2006. Net deferred tax assets increased by $3.7 million mainly due to an increase in deferred revenue of approximately $2.0 million and an increase of $1.8 million in reserves not currently deductible, off set by minor changes in other items resulting in a net decrease of $0.1 million.

As a result of utilizing compensation cost deductions arising from the exercise of nonqualified employee stock options for federal and state income tax purposes, we realized income tax benefits of approximately $12.3 million in fiscal 2007 and $6.4 million in fiscal 2006. As required by U.S. generally accepted accounting principles, these income tax benefits are recognized in our financial statements as additions to additional paid-in capital rather than as reductions of the respective income tax provisions in the consolidated financial statement because the related compensation deductions are not recognized as compensation expense for financial reporting purposes. Our income tax liability is reduced by these amounts.

Comparison of Years Ended May 31, 2006 and May 31, 2005

	For the Year Ended May 31,								Change
	2006				2005				Amount			%
	($ in thousands)
Net Sales		$	183,506			$	144,786		$	38,720		27	%
Gross profit		121,537				87,245			34,292			39	%
Gross profit percentage		66		%		60		%				10	%
Operating expenses		58,497				49,993			8,504			17	%
Income from Operations		63,040				37,252			25,788			69	%
Non-operating income		120				729			(609		)	n/m
Income before income tax		63,160				37,981			25,179			66	%
Provision for income tax		23,317				14,071			9,246			66	%
Net income		$	39,843			$	23,910		$	15,933		67	%

Improved sales and margins, along with a proportionately lower increase in operating expenses, resulted in net income for fiscal 2006 of $15.9 million, or 67%, higher than fiscal 2005. Of the $8.5 million, or 17%, increase in the operating expenses, the acquisition of a new Japanese subsidiary in July 2005, accounted for $4.3 million and the restructuring expenses relating to the planned closure of our Houston facility accounted for $2.7 million. These two expense items together accounted for 82% of the $8.5 million

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increase in the operating expenses. Diluted earnings per share totaled $0.56 for fiscal 2006, as compared to diluted earnings per share of $0.34 for the prior year, an increase of 65%.

United States operations continued to generate a majority of our revenue and operating income. U.S. operations generated 71% and 90%, respectively, of our revenue and operating income in fiscal 2006 compared to 68% and 85%, respectively, in fiscal 2005.

Net sales

	For the Year Ended May 31,						Change
	2006			2005			Amount		%
	($ in thousands)
Traditional reagents		$	132,745		$	99,230	$	33,515	34	%
Capture products		34,315			29,570		4,745		16	%
Instruments		12,517			12,514		3		0	%
Collagen		3,929			3,472		457		13	%
		$	183,506		$	144,786	$	38,720	27	%

The 34% growth in traditional reagent revenue (i.e. products not using our patented Capture technology) occurred mainly as a result of price increases, the effect of which was marginally offset (approximately $3.9 million) by a slight decrease in sales volume in the United States.

The 16% increase in Capture revenue is primarily attributable to the change of marketing strategy in January 2005 from selling products in kits to selling individual components and to price increases.

Sales of instruments were $12.5 million in fiscal 2006 and fiscal 2005. Most instrument sales in the United States are recognized over the life of the underlying reagent contract, which is normally five years. In fiscal 2006 approximately $13.8 million of instrument sales and associated service revenue were deferred in this manner, compared to $8.8 million in fiscal 2005, a 57% increase. As of May 31, 2006 and May 31, 2005, deferred instrument and service revenues totaled $16.1 million and $7.6 million, respectively. Revenue recognized from instrument sales and associated service revenue was approximately $5.5 million in fiscal 2006 and $2.9 million in fiscal 2005, a 90% increase.

Sales of Human collagen were $3.9 million in fiscal 2006, an increase of $0.5 million compared to the prior year.

Gross margin

	For the Year Ended May 31,
	2006						2005						Change
	Amount			Margin %			Amount			Margin %			Amount			%
	(in ‘000)						(in ‘000)						(in ‘000)
Traditional reagents	$	95,106			72	%	$	62,924			63	%	$	32,182		51	%
Capture products	27,662				81	%	23,576				80	%	4,086			17	%
Instruments	(2,480		)		-20	%	(567		)		-5	%	(1,913		)	n/m
Collagen	1,249				32	%	1,312				38	%	(63		)	-5	%
	$	121,537			66	%	$	87,245			60	%	$	34,292		39	%

Gross margin of 72% on traditional reagents for fiscal 2006 was higher than the 63% achieved in the prior year, primarily due to benefits from higher prices and manufacturing efficiencies. For fiscal 2006, the gross margin on instruments was a negative 20% and for fiscal 2005 it was a negative 5%. In fiscal 2006, we recorded more cost from sales of instruments but the growth in revenue recognized was at a slower rate. This resulted in negative gross margin increasing to 20% from 5% in fiscal 2005.

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Operating expenses

	For the Year Ended May 31,				Change
	2006		2005		Amount				%
	($ in thousands)
Research and development	$	4,623	$	4,463		$	160		4	%
Selling and marketing	20,877		18,228			2,649			15	%
Distribution	8,004		8,044			(40		)	0	%
General and administrative	21,963		18,559			3,404			18	%
Restructuring expense	2,689		—			2,689			n/m
Amortization expense and other	341		699			(358		)	-51	%
Total operating expenses	$	58,497	$	49,993		$	8,504		17	%

Research and development expenses were $4.6 million for fiscal 2006, $0.2 million higher than those recorded in the prior fiscal year. As we reached the final phase of the development of the Galileo® Echo™, the new third generation instrument targeted for the small- to medium-sized hospital market, the spending on this project decreased to $0.8 million in fiscal 2006 from $1.6 million spent in fiscal 2005. Cost incurred on other projects accounted for a net increase of $0.2 million in the research and development expenses for fiscal 2006 compared to fiscal 2005.

Selling and marketing expenses increased by approximately $2.6 million to $20.9 million, or 15% over the prior fiscal year. The Japanese affiliate, which was acquired in the first quarter of fiscal 2006, added $3.1 million to selling and marketing expenses in the current fiscal year.

Distribution expenses for fiscal 2006 were $8.0 million which was marginally less than the amount incurred in the prior fiscal year. The Japanese affiliate added $0.2 million to distribution expenses in fiscal 2006.

General and administrative expenses in fiscal 2006 rose $3.4 million, or 18%, to $22.0 million over fiscal 2005. The increase was attributable primarily to Sarbanes-Oxley compliance ($2.3 million), hiring of new personnel ($0.7 million) and severance cost ($0.4 million). The Japanese affiliate added $0.9 million to general and administration expenses in fiscal 2006.

Our decision to consolidate our manufacturing operations in Norcross, Georgia resulted in restructuring charges of $2.7 million in fiscal year 2006. Of the total charge of $2.7 million, $2.3 million was for the impairment of long-lived assets at the Houston, Texas facility. No restructuring charges were recorded in fiscal year 2005.

Income taxes

The provision for income taxes increased $9.2 million in fiscal 2006 from the prior year, primarily due to higher pre-tax income with the overall effective tax rate for fiscal 2006 and 2005 remaining at 37%. Deferred tax assets pertaining to operating loss carry-forwards increased by approximately $2.8 million, of which approximately $1.9 million related to our foreign affiliates (a major portion of it relating to the 2003 European restructure and to the operating loss incurred by the Japanese affiliate acquired in fiscal 2006) and approximately $0.9 million was for state operating losses relating to “unwinding” of the state and local tax structure implemented in 2003. It is more likely than not that these tax losses will not be used and as a result we have recorded deferred tax valuation allowances against these assets. This is reflected in an increase in the deferred tax valuation allowances of $2.8 million.

As a result of utilizing compensation cost deductions arising from the exercise of nonqualified employee stock options for federal and state income tax purposes, we realized income tax benefits of approximately $6.4 million in fiscal 2006 and fiscal 2005. As required by U.S. generally accepted

30

accounting principles, these income tax benefits are recognized in our financial statements as additions to additional paid-in capital rather than as reductions of the respective income tax provisions in the consolidated financial statements because the related compensation deductions are not recognized as compensation expense for financial reporting purposes. Our income tax liability is reduced by these amounts.

Liquidity and Capital Resources

Our principal source of liquidity is our operating cash flow. This cash-generating capability is one of our fundamental strengths and provides us with substantial financial flexibility in meeting operating, investing and financing needs. We have adequate working capital and sources of capital to carry on our current business and to meet our existing capital requirements. At May 31, 2007, we had working capital of $163.4 million, compared to $92.9 million of working capital at May 31, 2006. The following table shows the cash flows provided by or used in operating, investing and financing activities for fiscal years 2007, 2006 and 2005, as well as the effect of exchange rates on cash and cash equivalents for those same years:

	For the Year Ended May 31,
	2007				2006				2005
					(in thousands)
Net cash provided by operating activities		$	58,279			$	62,716			$	41,486
Net cash used in investing activities		(9,245		)		(14,620		)		(7,116		)
Net cash provided by (used in) financing activities		10,175				(31,045		)		(12,412		)
Effect of exchange rate changes on cash and cash equivalents		239				(56		)		(547		)
Increase in cash and cash equivalents		$	59,448			$	16,995			$	21,411

Our cash, cash equivalents and short-term investments were $113.6 million at May 31, 2007, as compared to $55.7 million at May 31, 2006. In fiscal 2007, we spent $4.9 million to repurchase our stock, $19.9 million less than the $24.8 million we spent in fiscal 2006. We also used $1.1 million to repay long-term obligations in the current period, $7.0 million less than our cash outlay of $8.1 million in the previous fiscal year. Besides an increase of $20.2 million in net income, these two factors, along with a $5.9 million increase in tax benefits received from the exercise of stock options in the current year compared to the previous year, significantly contributed to the increase in the cash resources in fiscal 2007.

In fiscal 2006, we paid $4.7 million for the purchase of Immucor-Kainos, repaid $8.1 million of long-term debt and capital leases and spent $24.8 million to repurchase shares of our common stock under the stock repurchase plan. These significant and non-recurring payments were more than compensated for by $62.7 million in cash generated through operating activities for fiscal 2006, resulting in net improvement of $17.0 million in cash and cash equivalent balances in fiscal 2006.

Operating activities—Net cash generated by operating activities was $58.3 million for the year ended May 31, 2007, a $4.4 million decrease over the $62.7 million generated in the year ended May 31, 2006. The increase in net income of $20.2 million (from $39.8 million for fiscal 2006 to $60.1 million for fiscal 2007) was offset by, among other things, an adjustment of approximately $12.3 million for the tax benefit arising on exercise of stock options which is required to be disclosed as cash generated by financing activities since our adoption of SFAS 123(R) effective June 1, 2006. We reported this tax benefit as cash provided by operating activities in fiscal years 2006 and 2005. An increase in accounts receivable and inventory levels by approximately $10.1 and $8.3 million, respectively, in fiscal 2007 also adversely impacted the cash generated by operating activities. Accounts receivable increased due to higher revenues in fiscal 2007; approximately $6.0 million of the inventory increase was due to the build up of inventory of instruments and related parts in anticipation of an increase in instrument shipments in the near term.

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In fiscal 2006, net cash generated by operating activities was $62.7 million, a $21.2 million increase over the $41.5 million generated in the year ended May 31, 2005. This increase was primarily driven by a $17.7 million, or 54%, increase in net income, adjusted for non-cash income statement items, in fiscal 2006 compared to fiscal 2005. Positive movement in certain components of working capital further improved the cash generated from operating activities; significantly, an increase in deferred revenue contributed $8.6 million of cash in fiscal 2006 compared to $5.8 million in fiscal 2005. Another major factor in the increase in cash generated from operating activities was the improved management of inventory, accounts receivable and accounts payable; additional capital required for these components of working capital during fiscal 2006 was $2.2 million compared to $10.9 million increase in fiscal 2005.

In fiscal 2005, net cash generated by operating activities was $41.5 million, an $18.8 million increase over the $22.7 million generated in the year ended May 31, 2004. This increase was primarily driven by a $9.7 million, or 45%, increase in net income, adjusted for non-cash income statement items, and $9.1 million due to reduction in net operating assets.

Investing activities—In fiscal 2007, $9.2 million of cash was used in investing activities, primarily for capital expenditures ($10.9 million), partly offset by proceeds of $1.6 million received from sale of short-term investments. The $10.9 million in capital expenditures for fiscal 2007 consisted primarily of $6.9 million for building, machinery and equipment and furniture additions and upgrades, $2.1 million for instruments used for demonstration purposes or placed at customer sites under leasing arrangements, and $1.9 million for computer hardware and software enhancements and replacements. Planned capital expenditures for fiscal 2008 total $13.3 million, including $3.6 million for building renovations, $3.5 million for instruments to be used for leasing contracts, $3.3 million for upgrades of manufacturing, quality and support systems, $2.2 million in computer hardware and software expenditures for infrastructure upgrades and $0.7 million for other miscellaneous items.

In fiscal 2006, $14.6 million of cash was used in investing activities primarily for the acquisition of Immucor-Kainos, Inc. ($4.7 million) and capital expenditures ($10.8 million). The $10.8 million in capital expenditures for fiscal 2006 consisted primarily of $7.3 million for building, machinery and equipment and furniture additions and upgrades, $2.0 million for computer hardware and software enhancements and replacements, and $1.5 million for instruments used for demonstration purposes or placed at customer sites on reagent rental agreements.

In fiscal 2005, $7.1 million of cash was used in investing activities consisting primarily of capital expenditures totaling $6.6 million and investments in marketable debt securities totaling $2.0 million, partially offset by $1.3 million in proceeds from the sale of our long-term investment in Lionheart Technologies, Inc. The $6.6 million in capital expenditures for the year ended May 31, 2005 consisted primarily of $2.8 million for instruments, $1.9 million for machinery and equipment upgrades for use primarily at our Norcross facility, and $1.1 million for computer hardware and software enhancements of the enterprise software system.

Financing activities—Net cash provided by financing activities totaled $10.2 million in fiscal 2007, compared to $31.0 million and $12.4 million of cash used in fiscal 2006 and fiscal 2005, respectively. In fiscal 2007, we used $4.9 million to repurchase shares of our common stock, compared to the $24.8 million and $8.0 million spent in fiscal 2006 and fiscal 2005, respectively. We had a cash outlay of $1.1 million in fiscal 2007 to pay part of our acquisition liability; while in fiscal 2006 and fiscal 2005, we repaid $8.1 million and $5.8 million of our long-term debt, respectively. We received $3.9 million, $2.1 million and $1.6 million from the exercise of employee stock options in fiscal 2007, 2006 and 2005, respectively. In connection with our adoption of SFAS 123R in fiscal year 2007, we reported $12.3 million of excess tax benefits from share-based compensation as cash provided by financing activities, which was reported as cash provided by operating activities in fiscal years 2006 ($6.4 million) and 2005 ($6.4 million). Our cash position and cash generated by operations allowed us to repay all capital lease obligations and long-term borrowings from financial institutions during fiscal 2006 and 2005.

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Stock Repurchase Program

During the fiscal year ended May 31, 2007, we repurchased 281,969 shares of common stock for approximately $4.9 million at an average per share price of $17.23, bringing the aggregate number of shares to 8,232,944 repurchased under that program through May 31, 2007. In fiscal 2006 and fiscal 2005, the total amount spent for the shares bought under this program amounted to $24.8 million and $8.0 million, respectively. Since the introduction of the plan in 1998, we have repurchased shares of our common stock having an aggregate value of approximately $50.9 million. As of May 31, 2007, 1,142,056 shares were available for repurchase under the program.

Contingencies

We record contingent liabilities resulting from asserted and unasserted claims against us when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. While we are currently involved in certain legal proceedings, we do not believe these proceedings will have a material adverse effect on our consolidated financial position. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. Contingent liabilities are described in Note 17 to the consolidated financial statements.

Future Cash Requirements and Restrictions

In July 2005, we paid Kainos ¥459 million (approximately $4.1 million) in cash on signing of the purchase agreements, and are required to pay an additional ¥300 million (approximately $2.7 million) over three years with minimum payments of ¥125 million in each of the first two years and the remaining ¥50 million in the third year. As of May 31, 2007, we have paid ¥252 million (approximately $2.1 million) of this liability. In addition, a final payment of ¥441 million (approximately $3.6 million) will be made after a three-year transition period ending on June 30, 2008, or earlier upon mutual agreement.

We expect that cash and cash equivalents and cash flows from operations will be sufficient to support operations and planned capital expenditures for the next 12 months. We have no long-term debt except the acquisition liability for the purchase of Immucor-Kainos. There are no restrictions on our foreign subsidiaries in the matter of sending dividends, or making loans or advances to the parent company. Contractual obligations and commercial commitments, primarily for the next five years, are detailed in the table below:

Contractual Obligations and Commercial Commitments

	Payments Due by Period
Contractual Obligations	Total		Less than 1 year			1-3 years			4-5 years			After 5 years
	(in thousands)
Long-Term Debt and Lines of Credit	$	—		$	—		$	—		$	—		$	—
Capital Lease Obligations	—			—			—			—			—
Operating Leases	14,774			2,307			3,543			2,720			6,204
Purchase Obligations(1)	28,168			28,101			67			—			—
Other Long-Term Obligations(2)	3,831			343			3,488			—			—
Total Contractual Cash Obligations	$	46,773		$	30,751		$	7,098		$	2,720		$	6,204

(1) Includes outstanding purchase commitments and commitments to Celliance, Ltd. and Bio-Tek Instruments, Inc. as more fully discussed in Note 17 to the consolidated financial statements.

(2) Represents Japan acquisition liability.

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Off-Balance Sheet Arrangements

We have no off-balance sheet financial arrangements as of May 31, 2007.

Critical Accounting Policies and Estimates

General

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and any associated risks related to these policies on our business operations are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 1 to the consolidated financial statements in Item 8 of this Annual Report on Form 10-K. Note that our preparation of this Annual Report on Form 10-K requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and certain assumptions could prove to be incorrect. Senior management has discussed the development and selection of critical accounting estimates and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure with the Audit Committee of our Board of Directors. We believe that our most critical accounting policies and estimates relate to the following:

i.Revenue recognition

ii.Trade Accounts Receivables and Allowance for Doubtful Accounts

iii.Inventory

iv.Goodwill

v.Taxation

vi.Stock-based compensation

i) Revenue Recognition

In accordance with the Staff Accounting Bulletin No. 104, Revenue Recognition, guidance, we recognize revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected.

·Reagent sales

Revenue from the sale of our reagents to end users is recognized upon shipment when both title and risk of loss transfer to the customer, unless there are specific contractual terms to the contrary. Revenue from the sale of our reagents to distributors is recognized FOB customs clearance when both title and risk of loss transfer to the customer.

·Medical instrument sales

Revenue from the sale of our medical instruments without multiple deliverables is generally recognized upon shipment and completion of contractual obligations. Revenue from rentals of our medical instruments is recognized over the term of the rental agreement. Instrument service contract revenue is recognized over the term of the contract.

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In cases of sales of instruments with multiple deliverables, we recognize revenue on the sale of medical instruments in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. Our medical instrument sales contracts with multiple deliverables include the sale or rental of an instrument (including delivery, installation and training), the servicing of the instrument during the first year, and, in many cases, price guarantees for consumables purchased during the contract period. We have determined the fair value of certain of these elements, such as training and first year service. The portion of the instrument sales price applicable to the instrument itself is recognized upon shipment and completion of contractual obligations relating to training and/or installation. If the agreement does not include any price guarantees, the sales price in excess of the fair values of training and service is allocated to the instrument itself. The fair value of a training session is recognized as revenue when services are provided. If multiple training sessions are contractually provided, then additional training revenue is recognized upon delivery. The fair value of first year service is recognized over the first year of the contract. If the agreement contains price guarantees, the entire arrangement consideration is deferred and recognized over the related guarantee period due to the fair value of the price guarantee not being determinable at the point of sale. The allocation of the total consideration, which is based on the estimated fair value of the units of accounting, requires judgment by management.

ii) Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade receivables at May 31, 2007, totaling $47.8 million, and at May 31, 2006, totaling $37.2 million, are net of allowances for doubtful accounts of $1.7 million and $2.0 million, respectively. The allowance for doubtful accounts represents a reserve for estimated losses resulting from the inability of our customers to pay their debts. The collectibility of trade receivable balances is regularly evaluated based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns. If it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific allowance for doubtful accounts is recorded to reduce the related receivable to the amount expected to be recovered.

iii) Inventory

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Cost includes material, labor and manufacturing overhead. We use a standard cost system as a tool to monitor production efficiency. The standard cost system applies estimated labor and manufacturing overhead factors to inventory based on budgeted production and efficiency levels, staffing levels and costs of operation, based on the experience and judgment of management. Actual costs and production levels may vary from the standard established and such variances are charged to the consolidated statement of income as a component of cost of sales. Since U.S. generally accepted accounting principles require that the standard cost approximate actual cost, periodic adjustments are made to the standard rates to approximate actual costs. The provision for obsolete and/or excess inventory is reviewed on a quarterly basis or, if warranted by circumstances, more frequently. In evaluating this reserve, management considers technology changes, competition, customer demand, product shelf life and manufacturing quality. No material changes have been made to the inventory policy during fiscal 2007, 2006 or 2005.

iv) Goodwill

On adoption of SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and indefinite lived intangible assets are no longer amortized but are tested for impairment annually or more frequently if

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impairment indicators arise. Intangible assets that have finite lives are continuing to be amortized over their useful lives.

We evaluate the carrying value of goodwill as at the end of the third quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, we compare the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The fair value of the reporting unit is estimated using primarily the income, or discounted cash flows, approach. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of the reporting unit’s goodwill to its carrying amount. In calculating the implied fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. Our evaluation of goodwill completed during the year resulted in no impairment charges.

v) Income Taxes

Our income tax policy records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carry-forwards. The value of our deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statements of income. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and we consider the scheduled reversal of deferred tax liabilities, projected future taxable income, carry-back opportunities, and tax-planning strategies in making this assessment. We assess the need for additional valuation allowances quarterly. No material changes have been made to the income tax policy during fiscal 2007. See Note 13 to the consolidated financial statements.

vi) Stock-based Employee Compensation

In December 2004, the Financial Accounting Standards Board revised Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123(R)”), requiring companies to record share-based payments to employees as compensation expense at the grant date fair value. We adopted SFAS 123(R) on June 1, 2006, using the modified prospective transition method, which requires that (i) compensation costs be recorded as earned for all unvested stock options outstanding at the beginning of the first fiscal year of adoption of SFAS 123(R) based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (ii) for compensation costs for all share-based payments granted or modified subsequent to the adoption be recorded, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). In accordance with the modified prospective transition method, we have not restated the financial statements for prior periods and those statements do not include the impact of SFAS 123(R). In conjunction with the adoption of SFAS 123(R), we elected to attribute the value of share-based compensation to expense using the straight-line method, which was previously used for disclosing our pro forma information required under SFAS 123.

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Prior to adopting SFAS 123(R), we presented all tax benefits resulting from the exercise of stock options as operating cash flows in the consolidated statement of cash flows. SFAS 123(R) requires cash flows resulting from excess tax benefits to be classified as a part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options.

We elected to value our share-based payment awards using the Black-Scholes option-pricing model (the “Black-Scholes model”), which was previously used for disclosing our pro forma information required under SFAS 123 for fiscal years 2006 and 2005. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of certain assumptions. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates. See Note 11 of the notes to the consolidated financial statements for a detailed discussion of SFAS 123(R).

We have calculated our additional paid in capital pool (“APIC pool”) based on the actual income tax benefits received from exercises of stock options granted after the effective date of SFAS 123 using the long method. The APIC pool is available to absorb any tax deficiencies subsequent to the adoption of SFAS 123(R).

The adoption of Statement No. 123(R)’s fair value method negatively impacts our results of operations. The future impact of adoption of Statement No. 123(R) will depend on the level of share-based payments granted in the future, expected volatilities and expected useful lives, among other factors, present at the grant date. However, had Statement No. 123(R) been effective in prior periods, the impact of that standard would have approximated the impact of Statement No. 123 as described in our disclosure of pro forma net income and net income per share in Note 11 to our 2007 consolidated financial statements included in Item 8 of this Form 10-K. As of June 1, 2006, the unrecognized compensation expense associated with the remaining portion of the unvested outstanding awards was $4.5 million ($2.9 million, net of tax). Statement No. 123(R) also requires the benefit of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as previously required.

Impact of Recently Issued Accounting Standards

In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 describes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 will be effective for us in the first quarter of fiscal 2008. We are in the process of reviewing and evaluating FIN 48; however, the impact of its adoption to our financial condition, results of operations, or cash flows is not expected to be material.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB 108”). Due to diversity in practice among registrants, SAB 108 expresses SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary. SAB 108 requires registrants to quantify misstatements using both the balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relative quantitative and qualitative factors. SAB 108 is effective for fiscal years ending after November 15, 2006, and early

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application is encouraged. The adoption of SAB 108 did not have an impact on our results from operations or financial position.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years; therefore, we expect to adopt SFAS No. 157 in the first quarter of fiscal 2009. We do not believe SFAS No. 157 will have a material impact on our results from operations or financial position.

On February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS No.159”) which gives entities the option to measure eligible financial assets, financial liabilities and firm commitments at fair value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and is therefore effective for us in the first quarter of fiscal 2009. We are currently assessing the effect of implementing this guidance, which is dependent upon the nature and extent of eligible items elected to be measured at fair value upon initial application of the standard. However, we do not expect the adoption of SFAS No. 159 to have a material impact on our results of operations and financial position.

Item 7A.—Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to market risks for foreign currency exchange rates and to a lesser extent for interest rates that could adversely impact our results of operations and financial condition. We repaid all of our interest-bearing debts during fiscal 2006 and interest rate risk applies only to our cash and short-term investment portfolio. To manage these risks, we regularly evaluate our exposure and, if warranted, may enter into various derivative transactions when appropriate. We do not hold or issue derivative instruments for trading or other speculative purposes. We are not currently subject to significant market risks for commodity prices or other relevant market price risks.

Foreign Currency Risk—Fluctuations in foreign exchange rates, principally with the U.S. Dollar versus the Euro, Canadian Dollar and Japanese Yen, could impact our operating results. It has not been our practice to actively hedge our foreign subsidiaries’ assets or liabilities denominated in local currencies.

Operating income generated outside the United States as a percentage of total operating income was 11% in 2007, 10% in 2006 and 15% in 2005. In fiscal years 2007, 2006, and 2005, we recorded foreign currency translation gains of $1.1 million, $2.3 million and $0.6 million, respectively. During these years the foreign currency transaction gains were negligible. In fiscal 2007, a 7% increase compared to fiscal 2006 in the U.S.-Euro weighted average exchange rate increased net sales and net income by approximately $2.7 million and $0.2 million, respectively. In the case of the U.S. Dollar versus the Canadian Dollar, a 3% increase in fiscal 2007 compared to fiscal 2006 in the weighted average exchange rate increased net sales and net income by approximately $0.3 million and $0.1 million, respectively.

A 10% change in the year-to-date weighted average Euro exchange rate would have had the effect of increasing or decreasing net sales and net income by approximately $4.1 million and $0.3 million, respectively. A 10% change in the year-to-date weighted average Canadian Dollar exchange rate would

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have had the effect of increasing or decreasing net sales and net income by approximately $1.1 million and $0.3 million, respectively.

Interest Rate Risk—We place our cash, cash equivalents and marketable securities, which generally have a term of less than one year, with high-quality financial institutions and have investment guidelines relative to diversification and maturities designed to maintain safety and liquidity. As of May 31, 2007, we had cash, cash equivalents and marketable securities totaling $113.6 million. If, during fiscal 2007, average short-term interest rates decreased by 1.0% from fiscal 2006 average rates, based on our quarterly average balance of cash, cash equivalents and marketable securities, our projected interest income from short-term investments would have decreased by approximately $0.8 million.

Item 8.—Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Reports of Grant Thornton, LLP, Independent Registered Public Accounting Firm		40
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		42
Consolidated Balance Sheets, May 31, 2007 and 2006		43
Consolidated Statements of Income for the Years Ended May 31, 2007, 2006 and 2005		44
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended May 31, 2007, 2006 and 2005		45
Consolidated Statements of Cash Flows for the Years Ended May 31, 2007, 2006 and 2005		46
Notes to Consolidated Financial Statements		47
Consolidated Financial Statement Schedule		71

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REPORT OF GRANT THORNTON, LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
ON FINANCIAL STATEMENTS

Board of Directors and Shareholders of
Immucor, Inc.

We have audited the accompanying consolidated balance sheets of Immucor, Inc. and subsidiaries as of May 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Immucor, Inc. and subsidiaries as of May 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

As described in Notes 1 and 11 to the consolidated financial statements, Immucor, Inc. adopted the provisions of Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share Based Payment” effective June 1, 2006.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The Schedule II for the years ended May 31, 2007 and 2006 is presented for purposes of additional analysis and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Immucor, Inc.’s internal control over financial reporting as of May 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated July 27, 2007 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.

Atlanta, GA
July 27, 2007

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REPORT OF GRANT THORNTON LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Board of Directors and Shareholders of
Immucor, Inc.

We have audited management’s assessment included in the accompanying Management’s Report on Internal Control Over Financial Reporting that Immucor, Inc. maintained effective internal control over financial reporting as of May 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Immucor, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Immucor, Inc. maintained effective internal control over financial reporting as of May 31, 2007, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the COSO. Also in our opinion, Immucor, Inc. maintained, in all material respects, effective internal control over financial reporting as of May 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Immucor, Inc. and subsidiaries as of May 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for the years then ended and our report dated July 27, 2007 expressed an unqualified opinion on those financial statements.

Atlanta, Georgia
July 27, 2007

41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Board of Directors and Shareholders

Immucor, Inc.

We have audited the accompanying consolidated statements of income, shareholders’ equity, and cash flows of Immucor, Inc. and subsidiaries (the “Company”) for the year ended May 31, 2005. Our audit also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the Company’s consolidated financial statements referred to above present fairly, in all material respects, the consolidated results of its operations and its cash flows for the year ended May 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Atlanta, Georgia
September 13, 2005, except for the impact of the 3-
for-2 stock split in fiscal 2006 as discussed in Note 1,
as to which the date is July 28, 2006

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A.Financial Statements

IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)

	May 31, 2007			May 31, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	113,551		$	54,103
Short-term investments		—			1,640
Trade accounts receivable, net of allowance for doubtful accounts of $1,726 at May 31, 2007 and $1,950 at May 31, 2006		47,768			37,199
Inventories		29,320			20,651
Deferred income tax assets, current portion		3,614			2,041
Prepaid expenses and other current assets		5,567			5,158
Total current assets		199,820			120,792
PROPERTY AND EQUIPMENT, Net		30,245			25,684
GOODWILL		34,763			34,691
OTHER INTANGIBLE ASSETS, Net		5,719			6,532
DEFERRED INCOME TAX ASSETS		4,225			3,115
OTHER ASSETS		706			873
Total assets		$	275,478		$	191,687
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	8,056		$	7,271
Accrued expenses and other current liabilities		14,055			9,470
Income taxes payable		7,180			5,519
Deferred revenue, current portion		7,321			4,575
Current portion of acquisition liability		343			1,074
Total current liabilities		36,955			27,909
ACQUISITION LIABILITY		3,488			3,980
DEFERRED REVENUE		12,361			11,500
DEFERRED INCOME TAX LIABILITIES		1,275			2,232
OTHER LONG-TERM LIABILITIES		1,951			2,195
Total liabilities		56,030			47,816
Commitments and contingencies (Note 17)
SHAREHOLDERS’ EQUITY:
Common stock, $0.10 par value; authorized 120,000,000 shares, issued and outstanding 69,086,652 and 67,926,206 shares at May 31, 2007 and May 31, 2006, respectively		6,909			6,793
Additional paid-in capital		29,076			14,752
Retained earnings		179,768			119,700
Accumulated other comprehensive income		3,695			2,626
Total shareholders’ equity		219,448			143,871
Total liabilities and shareholders’ equity		$	275,478		$	191,687

The accompanying notes are an integral part of these Consolidated Financial Statements.

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IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

	For the year ended May 31,
	2007			2006			2005
NET SALES	$	223,678		$	183,506		$	144,786
COST OF SALES	65,923			61,969			57,541
GROSS PROFIT	157,755			121,537			87,245
OPERATING EXPENSES
Research and development	6,354			4,623			4,463
Selling and marketing	26,595			20,877			18,228
Distribution	9,635			8,004			8,044
General and administrative	22,162			21,963			18,559
Restructuring expenses	1,051			2,689			—
Amortization expense and other	346			341			699
Total operating expenses	66,143			58,497			49,993
INCOME FROM OPERATIONS	91,612			63,040			37,252
NON-OPERATING INCOME (EXPENSE)
Interest income	2,841			978			624
Interest expense	(432		)	(516		)	(662		)
Other, net	133			(342		)	767
Total non-operating income	2,542			120			729
INCOME BEFORE INCOME TAXES	94,154			63,160			37,981
PROVISION FOR INCOME TAXES	34,086			23,317			14,071
NET INCOME	$	60,068		$	39,843		$	23,910
Earnings per share:
Per common share—basic	$	0.88		$	0.59		$	0.35
Per common share—diluted	$	0.85		$	0.56		$	0.34

The accompanying notes are an integral part of these Consolidated Financial Statements.

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IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

(Amounts in thousands)

													Accumulated
							Additional						Other			Total
	Common Stock						Paid-In			Retained			Comprehensive			Shareholders’
	Shares			Amount			Capital			Earnings			Income (Loss)*			Equity
BALANCE, MAY 31, 2004		67,897			$ 6,789			$ 30,536			$ 55,956			$ (329	)		$ 92,952
Shares issued under employee stock plan		1,326			133			1,425			—			—			1,558
Stock-based compensation expense		—			—			21			—			—			21
Cash paid for fractional shares from stock split		(1	)		—			—			(9	)		—			(9	)
Stock repurchases and retirements		(934	)		(93	)		(7,934	)		—			—			(8,027	)
Tax benefits related to stock-based compensation		—			—			6,367			—			—			6,367
Comprehensive income (net of taxes):
Foreign currency translation adjustments		—			—			—			—			639			639
Hedge loss reclassified into earnings		—			—			—			—			21			21
Net income		—			—			—			23,910			—			23,910
Total comprehensive income																	24,570
BALANCE, MAY 31, 2005		68,288			6,829			30,415			79,857			331			117,432
Shares issued under employee stock plan		1,218			122			1,953			—			—			2,075
Stock-based compensation expense		—			—			720			—			—			720
Cash paid for fractional shares from stock split		—			—			(3	)		—			—			(3	)
Stock repurchases and retirements		(1,580	)		(158	)		(24,684	)		—			—			(24,842	)
Tax benefits related to stock-based compensation		—			—			6,351			—			—			6,351
Comprehensive income (net of taxes):
Foreign currency translation adjustments		—			—			—			—			2,285			2,285
Hedge loss reclassified into earnings		—			—			—			—			10			10
Net income		—			—			—			39,843			—			39,843
Total comprehensive income																	42,138
BALANCE, MAY 31, 2006		67,926			6,793			14,752			119,700			2,626			143,871
Shares issued under employee stock plan		1,443			144			3,772			—			—			3,916
Stock-based compensation expense		—			—			3,123			—			—			3,123
Stock repurchases and retirements		(282	)		(28	)		(4,844	)		—			—			(4,872	)
Tax benefits related to stock-based compensation		—			—			12,273			—			—			12,273
Comprehensive income (net of taxes):
Foreign currency translation adjustments		—			—			—			—			1,069			1,069
Net income		—			—			—			60,068			—			60,068
Total comprehensive income																	61,137
BALANCE, MAY 31, 2007		69,087			$ 6,909			$ 29,076			$ 179,768			$ 3,695			$ 219,448

*Accumulated Other Comprehensive Income balance primarily consists of foreign currency translation adjustments and has no tax effect.

The accompanying notes are an integral part of these Consolidated Financial Statements.

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IMMUCOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	For the year ended May 31,
	2007			2006			2005
OPERATING ACTIVITIES:
Net income	$	60,068		$	39,843		$	23,910
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6,871			6,929			7,442
Accretion of acquisition liabilities	179			168			—
Loss on retirement of fixed assets	132			354			700
Impairment and other non-cash restructuring expenses	—			2,322			—
Provision for doubtful accounts	364			254			942
Gain on sale of long-term investment	—			—			(530		)
Stock-based compensation expense	3,123			720			21
Deferred income taxes	(3,538		)	(2,411		)	(1,635		)
Excess tax benefits from share-based payment arrangements	(12,273		)	—			—
Other	—			—			369
Changes in operating assets and liabilities, net of effects from acquired company:
Accounts receivable, trade	(10,168		)	(2,077		)	(8,786		)
Income taxes	13,700			8,437			11,195
Inventories	(8,315		)	1,044			(2,015		)
Other current assets	(207		)	(1,407		)	(706		)
Other long-term assets	34			9			(241		)
Accounts payable	2,185			(1,107		)	(143		)
Deferred revenue	3,520			8,623			5,768
Accrued expenses and other current liabilities	2,778			645			4,249
Other long-term liabilities	(174		)	370			946
Cash provided by operating activities	58,279			62,716			41,486
INVESTING ACTIVITIES:
Purchases of property and equipment	(10,893		)	(10,824		)	(6,593		)
Proceeds from sale of property and equipment	—			—			28
Payment for net assets of acquired company	—			(4,738		)	—
Profit realized during Japan acquisition negotiations	—			574			—
Surrender of life insurance policy for cash	—			—			110
Proceeds from (purchase of) short-term investments, net	1,648			368			(1,961		)
Proceeds from sale of long-term investments	—			—			1,300
Cash used in investing activities	(9,245		)	(14,620		)	(7,116		)
FINANCING ACTIVITIES:
Repayments of line of credit agreements, net	—			(146		)	(152		)
Repayments of long-term debt and capital leases	(1,092		)	(8,129		)	(5,805		)
Repurchase of common stock	(4,872		)	(24,842		)	(8,028		)
Payment for fractional shares resulting from stock split	—			(3		)	(9		)
Proceeds from exercise of stock options	3,866			2,075			1,582
Excess tax benefits from share-based payment arrangements	12,273			—			—
Cash provided by (used in) financing activities	10,175			(31,045		)	(12,412		)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	239			(56		)	(547		)
INCREASE IN CASH AND CASH EQUIVALENTS	59,448			16,995			21,411
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	54,103			37,108			15,697
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	113,551		$	54,103		$	37,108
SUPPLEMENTAL INFORMATION:
Tax paid	$	23,235		$	18,053		$	5,353
Interest paid	$	225		$	478		$	834
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital leases	$	—		$	—		$	385
Acquisition obligation	$	—		$	6,073		$	—

The accompanying notes are an integral part of these Consolidated Financial Statements.

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IMMUCOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business—Founded in 1982, Immucor, Inc., a Georgia corporation (“Immucor” or the “Company”), develops, manufactures and sells a complete line of reagents and automated systems used primarily by hospitals, clinical laboratories and blood banks in a number of tests performed to detect and identify certain properties of the cell and serum components of human blood prior to blood transfusion. The Company operates facilities in North America, Europe and Japan. The Company continues to place increasing emphasis on the development and sale of instruments and instrument systems that use the Company’s proprietary reagents, while also promoting increased sales of its traditional reagent product line.

Consolidation Policy—The consolidated financial statements include the accounts of the Company and all its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates—The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassifications—The consolidated balance sheets include retroactive adjustments of equity due to a three-for-two stock split in fiscal year 2006 and two three-for-two stock splits in fiscal year 2005. These retroactive adjustments of equity also impacted the consolidated statements of shareholders’ equity and earnings per share calculations, but had no impact on the consolidated statements of income or on the consolidated statements of cash flows. In fiscal year 2005, besides retroactive adjustments for stock splits, certain salary expenses were reclassified which had no impact on the consolidated balance sheets, consolidated statements of shareholders’ equity or consolidated statements of cash flows, but did have an impact on certain captions on the consolidated statements of income.

Stock-Based Compensation—In December 2004, the Financial Accounting Standards Board revised Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123(R)”), requiring companies to record share-based payments to employees as compensation expense at the grant date fair value. Effective June 1, 2006, the Company adopted SFAS 123(R), using the modified prospective transition method, which requires that (i) compensation costs be recorded as earned for all unvested stock options outstanding at the beginning of the first fiscal year of adoption of SFAS 123(R) based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (ii) for compensation costs for all share-based payments granted or modified subsequent to the adoption to be recorded, based on grant date fair value estimated in accordance with the provisions of SFAS 123(R).

In accordance with the modified prospective transition method, the Company has not restated the financial statements for prior periods and those statements do not include the impact of SFAS 123(R). Prior to adopting SFAS 123(R), the Company presented all tax benefits resulting from the exercise of stock options as operating cash flows in the consolidated statement of cash flows. SFAS 123(R) requires cash flows resulting from excess tax benefits to be classified as a part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options.

In conjunction with the adoption of SFAS 123(R), the Company elected to attribute the value of share-based compensation to expense using the straight-line method, which was previously used for its pro

47

forma information required under SFAS 123. The Company elected to value its share-based payment awards using the Black-Scholes option-pricing model (the “Black-Scholes model”), which was previously used for its pro forma information required under SFAS 123. The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of certain assumptions. Immucor’s stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates. See Note 11 of the notes to the consolidated financial statements for a detailed discussion of SFAS 123(R).

The Company has calculated its additional paid in capital pool (“APIC pool”) based on the actual income tax benefits received from exercises of stock options granted after the effective date of SFAS 123 using the long method. The APIC pool is available to absorb any tax deficiencies subsequent to the adoption of SFAS 123(R).

Concentration of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high quality financial institutions. Cash and cash equivalents were $113.6 million and $54.1 million at May 31, 2007 and 2006, respectively, 89% of it located in the U.S. The Company also had short-term investments in high-quality marketable investment securities totaling $1.6 million at May 31, 2006.

Concentrations of credit risk with respect to accounts receivable are limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. At May 31, 2007, and May 31, 2006, no single group or customer represents more than 10% of total accounts receivable. The Company controls credit risk through credit limits and monitoring procedures. At May 31, 2007 and 2006, the Company’s accounts receivable balances were $47.8 million and $37.2 million, respectively; about 48% of these accounts were of foreign origin, predominantly European. Companies and government agencies in some European countries require longer payment terms as a part of doing business. This may subject the Company to a higher risk of uncollectiblity. This risk is considered when the allowance for doubtful accounts is evaluated. The Company generally does not require collateral from its customers. Factoring of accounts receivable is an additional method used by the Company in Italy to mitigate the risk of uncollectibility for certain customers who routinely take longer than one year to pay. The Company has agreements with certain factoring companies to sell some of its trade receivables in non-recourse transactions. The trade receivables were sold at a discount plus administrative and other fees. Sales of trade receivables were reflected as a reduction of accounts receivable in the accompanying consolidated balance sheets. The proceeds were included as operating activities in the consolidated statements of cash flows. The factoring companies retain a certain percentage of the collectible amount and these amounts are disclosed as ‘prepaid expenses and other current assets’ in the consolidated balance sheets. The outstanding retention amounts were $1.6 million and $1.9 million as of May 31, 2007 and 2006, respectively. The factoring fee is charged against revenues on the consolidated statements of income. The factoring fee amounted to approximately $87,500, $75,000 and $72,000, respectively, for fiscal 2007, 2006 and 2005.

Concentration of production facilities—Substantially all of the Company’s reagent products are produced in its Norcross facility in the U.S.. While the Company has reliable supplies of most raw materials, its reagent production is highly dependent on the uninterrupted and efficient operation of the Norcross facility. Therefore, if a catastrophic event occurred at the Norcross facility, such as a fire or tornado or if there is a production disruption for an extended period for any other reason, many of those products could not be produced until the manufacturing portion of the facility was restored and cleared by the FDA. The Company maintains a disaster plan to minimize the effects of such a catastrophe, and the Company has obtained insurance to protect against certain business interruption losses.

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Cash and Cash Equivalents—The Company considers deposits that can be redeemed on demand and investments with an original maturity of three months or less when purchased to be cash and cash equivalents. Generally, cash and cash equivalents held at financial institutions are in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. The Company limits its exposure to credit loss by placing its cash and cash equivalents in liquid investments with high-quality financial institutions.

Short-term Investments—As part of its cash management program, the Company from time to time maintains a portfolio of marketable investment securities. The securities have an investment grade and a term to maturity generally of less than one year and include certificates of deposit. These securities are carried at cost, which approximates market.

Inventories—Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value). Cost includes material, labor and manufacturing overhead. The Company uses a standard cost system as a tool to monitor production efficiency. The standard cost system applies estimated labor and manufacturing overhead factors to inventory based on budgeted production and efficiency levels, staffing levels and costs of operation, based on the experience and judgment of management. Actual costs and production levels may vary from the standard established, and variances are charged to the consolidated statement of income as a component of cost of sales. Since U.S. generally accepted accounting principles require that the standard cost approximate actual cost, periodic adjustments are made to the standard rates to approximate actual costs. The provision for obsolete and/or excess inventory is reviewed on a quarterly basis or, if warranted by circumstances, more frequently. In evaluating this reserve, management considers technology changes, competition, customer demand, product shelf life and manufacturing quality. No material changes have been made to the inventory policy during fiscal 2007, 2006 or 2005.

Fair Value of Financial Instruments—The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, short-term investments and accounts payable approximate their fair values.

In accordance with the guidance provided in SFAS No. 141, Business Combinations, in fiscal 2006 the Company recorded its liability pertaining to the acquisition of Immucor-Kainos at the estimated fair value at the time of acquisition, using a discount rate then prevailing, based on management’s estimate of the rate at which the Company would have been able to secure financing with similar terms. As permitted by Accounting Principles Board Opinion 21, the Company used the straight-line method to amortize the total imputed interest over the life of the liability as the results were not likely to be materially different from the interest method. The acquisition liability in the accompanying consolidated balance sheets is recorded at fair value using a discount rate of 3.7% which was the market rate for similar securities at the time of acquisition. See Note 2 below for details.

Property, Plant and Equipment—Property, plant and equipment is stated at cost less accumulated depreciation. Expenditures for replacements are capitalized, and the replaced items are retired. Normal maintenance and repairs are charged to operations. Major maintenance and repair activities that significantly enhance the useful life of the asset are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Depreciation is computed using the straight-line method over the estimated lives of the related assets ranging from three to thirty years. Certain internal and external costs incurred in the development of computer software for internal use are capitalized and included in property, plant and equipment in accordance with Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.

Goodwill—On adoption of SFAS No. 142, Goodwill and Other Intangible Assets, goodwill and indefinite lived intangible assets are no longer amortized but are tested for impairment annually or more

49

frequently if impairment indicators arise. Intangible assets that have finite lives are continuing to be amortized over their useful lives.

The Company evaluates the carrying value of goodwill as at the end of the third quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to: (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The fair value of the reporting unit is estimated using primarily the income, or discounted cash flows, approach. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of the reporting unit’s goodwill to its carrying amount. In calculating the implied fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company’s evaluation of goodwill completed during the year resulted in no impairment charges.

Deferred Licensing Costs—Deferred licensing costs with finite lives are amortized over their useful lives. In certain situations the deferred licensing costs are considered to have indefinite lives such as in the countries where the law and regulations are such that the barriers to obtaining a new license are very severe and upfront costs are high but, once the licenses are acquired, effort and costs required to maintain such licenses are minimal. The carrying values of assets with indefinite lives are not amortized but they are tested annually for impairment. Carrying values of licensing costs are also tested if any triggering event which may impair the value of the asset occurs.

Customer Lists—Customer lists are amortized over their useful lives. Carrying values of customer lists are tested for impairment annually or more frequently if impairment indicators arise.

Net Sales Relating to Foreign Operations—Sales to customers outside the United States approximated 29% of net sales in fiscal 2007 and 31% of net sales in fiscal 2006.

Foreign Currency Translation—The financial statements of foreign subsidiaries have been translated into U.S. Dollars in accordance with SFAS No. 52, Foreign Currency Translation. The financial position and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenues and expenses of such subsidiaries have been translated into U.S. Dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of shareholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investments. Foreign currency translation adjustments resulted in a gain of $1.1 million, $2.3 million and $0.6 million in fiscal 2007, 2006 and 2005, respectively.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Net foreign currency transaction gains included in operations were $0.4 million in fiscal 2007, negligible in fiscal 2006 and $0.5 million in fiscal 2005, and are included in ‘other income (loss)’ in the consolidated statements of income.

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Revenue Recognition—In accordance with the Staff Accounting Bulletin No. 104, Revenue Recognition, guidance, the Company recognizes revenue when the following four basic criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured.

·Reagent sales

Revenue from the sale of the Company’s reagents to end users is recognized upon shipment when both title and risk of loss transfer to the customer, unless there are specific contractual terms to the contrary. Revenue from the sale of the Company’s reagents to distributors is recognized FOB customs clearance when both title and risk of loss transfer to the customer.

·Human collagen and collagen by-product sales

Revenue from the sale of the Company’s human collagen product and its by-products is recognized upon passage of a 10-day inspection period (or, for by-products of collagen, passage of a 30-day inspection period) or earlier upon receipt of notification of customer acceptance. In accordance with a revenue-sharing agreement between the Company and the Company’s sole human collagen customer, revenue from the sale of collagen by-products is allocated 66.7% to the Company and 33.3% to the collagen customer.

·Medical instrument sales

Revenue from the sale of the Company’s medical instruments without multiple deliverables is generally recognized upon shipment and completion of contractual obligations. Revenue from rentals of the Company’s medical instruments is recognized over the term of the rental agreement. Instrument service contract revenue is recognized over the term of the contract.

In cases of sales of instruments with multiple deliverables, the Company recognizes revenue on the sale of medical instruments in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables. The Company’s instrument sales contracts with multiple deliverables include the sale or rental of an instrument (including delivery, installation and training), the servicing of the instrument during the first year, and, in many cases, price guarantees for consumables purchased during the contract period. The Company has determined the fair value of certain of these elements, such as training and first year service. The portion of the instrument sales price applicable to the instrument itself is recognized upon shipment and completion of contractual obligations relating to training and/or installation. If the agreement does not include any price guarantees, the sales price in excess of the fair values of training and service is allocated to the instrument itself. The fair value of a training session is recognized as revenue when services are provided. If multiple sessions of training are contractually provided for, additional training revenue is recognized upon delivery. The fair value of first year service is recognized over the first year of the contract. The Company believes it is not possible to determine the fair value of price guarantees. If the agreement contains price guarantees, the entire the arrangement consideration is deferred and recognized over the related guarantee period. The allocation of the total consideration, which is based on the estimated fair value of the units of accounting, requires judgment by management.

In limited situations involving third-party lease arrangements, the Company has entered into repurchase agreements whereby if the consignee customer terminates the lease, the Company has agreed to repurchase the instrument for a purchase price equal to the remaining unpaid lease payments. The Company recognizes the revenue over the lease term if persuasive evidence exists that the consignee customer has not terminated the lease. In prior periods, the Company deferred the corresponding cost of these instrument sales and recognized the costs over the same period as the related revenue. During the fiscal quarter ended February 28, 2005, the Company started

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recognizing the instrument costs in these deferral situations when the instrument is installed and accepted by the customer. Accordingly, during the fiscal quarter ended February 28, 2005, the Company recorded additional cost of sales totaling approximately $327,000, which was related to prior quarters.

·Sales subject to a plan of factoring

Sales subject to a plan of factoring are recorded at net realizable value (defined as gross sales less the annual estimated cost of factoring the sale). Should the factored sale remain uncollected by the factor at the end of one year, an estimate of the additional factoring discount is made and recorded monthly as an additional reduction of sales revenue.

Shipping and Handling Charges and Sales Tax—The amounts billed to customers for shipping and handling of orders are classified as revenue and reported in the statements of income as net sales. The cost of handling customer orders and the cost of shipments are reported in the operating expense section of the statements of income as distribution expense. The cost of handling customer orders and the cost of shipments were approximately $9.6 million for the year ended May 31, 2007 and $8.0 million for each of the years ended May 31, 2006 and 2005. Sales taxes invoiced to customers and payable to government agencies are recorded on a net basis with the sales tax portion of a sales invoice directly credited to a liability account and the balance of the invoice credited to a revenue account.

Earnings Per Share—All earnings per share amounts reflect the May 2006, December 2004 and July 2004 three-for-two stock splits. See Note 14 to the consolidated financial statements.

Trade Accounts Receivable and Allowance for Doubtful Accounts—Trade receivables at May 31, 2007, totaling $47.8 million, and at May 31, 2006, totaling $37.2 million, are net of allowances for doubtful accounts of $1.7 million and $2.0 million, respectively. The allowance for doubtful accounts represents a reserve for estimated losses resulting from the inability of the Company’s customers to pay their debts. The collectibility of trade receivable balances is regularly evaluated based on a combination of factors such as customer credit-worthiness, past transaction history with the customer, current economic industry trends and changes in customer payment patterns. If it is determined that a customer will be unable to fully meet its financial obligation, such as in the case of a bankruptcy filing or other material events impacting its business, a specific allowance for doubtful accounts is recorded to reduce the related receivable to the amount expected to be recovered.

Advertising Costs—Advertising costs are expensed as incurred and are classified as selling and marketing operating expenses. Advertising expenses were $0.4 million for each of the years ended May 31, 2007, 2006 and 2005.

Research and Development costs—The research and development costs are expensed as incurred and are disclosed as a separate line item in the consolidated income statement.

Loss contingencies—Certain conditions may exist as of the date the financial statements are issued which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss is likely to occur and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is

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not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Legal costs relating to loss contingencies are expensed as incurred.

Income Taxes—The Company’s income tax policy records the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carry-forwards. The value of the Company’s deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense in the Company’s consolidated statements of income. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized, and the Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, carry-back opportunities, and tax-planning strategies in making this assessment. Management assesses the need for additional valuation allowances quarterly. No material changes have been made to the income tax policy during fiscal 2007. See Note 13 to the consolidated financial statements.

Impact of Recently Issued Accounting Standards—In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 describes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 will be effective for the Company in the first quarter of fiscal 2008. The Company is in the process of reviewing and evaluating FIN 48; however, the impact of its adoption to the Company’s financial condition, results of operations, or cash flows is not expected to be material.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108, “Considering the effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). Due to diversity in practice among registrants, SAB 108 expresses SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary. SAB 108 requires registrants to quantify misstatements using both the balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relative quantitative and qualitative factors. The adoption of SAB 108 did not have a material impact on the Company’s results from operations or financial position.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. This standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements

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issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years; therefore, the Company expects to adopt SFAS No. 157 in the first quarter of fiscal 2009. The Company does not believe SFAS No. 157 will have a material impact on the Company’s results from operations or financial position.

On February 15, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS No.159”) which gives entities the option to measure eligible financial assets, financial liabilities and firm commitments at fair value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment. Subsequent changes in fair value must be recorded in earnings. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and is therefore effective for the Company in the first quarter of fiscal 2009. The Company is currently assessing the effect of implementing this guidance, which is dependent upon the nature and extent of eligible items elected to be measured at fair value upon initial application of the standard. However, the Company does not expect the adoption of SFAS No. 159 to have a material impact on the Company’s results of operations and financial position.

2.ACQUISITION

On July 5, 2005, in an effort to expand its presence in Japan, the Company acquired a 100% interest in Immucor-Kainos, Inc.—a newly-formed company to which Kainos Laboratories, Inc. (“Kainos”), the Company’s former distributor of Immucor products in Japan, spun off its blood-banking division. Immucor paid Kainos ¥459 million (approximately $4.1 million) in cash on signing of the purchase agreements. As of May 31, 2007, the Company has paid ¥252 million of the additional ¥300 million (approximately $2.7 million) of the purchase consideration which is payable over the three years from the date of the agreement. A final payment of ¥441 million will be made after a three-year transition period ending on June 30, 2008, or earlier upon mutual agreement. On concluding the transaction, the Company recorded ¥741 million (with an approximate present value of ¥678 million and $6.1 million, using a discount rate of approximately 3.7% per annum), as a liability. As of May 31, 2007, the Company owes ¥489 million ($3.8 million) for this acquisition. Immucor-Kainos, Inc. has been consolidated as a wholly owned subsidiary in these financial statements.

The following table summarizes the allocation of acquisition cost, including professional fees and other related acquisition costs to the assets acquired based on their fair values (in thousands):

Tangible assets acquired	$	102
Intangible assets acquired	4,928
Goodwill acquired	5,702
Total acquisition cost	$	10,732

No pro forma information regarding revenue and income for the acquired business is provided as the effect of the acquisition on the consolidated financial statements was not material. Goodwill and intangible assets are considered not deductible for tax purposes in accounting for this acquisition. The results of operations of the acquired subsidiary have been included from July 5, 2005 onwards, the date of acquisition. See Note 15 for segment information for Japan.

As of May 31, 2007, Immucor-Kainos owed Kainos $0.3 million for products and Kainos owed Immucor $0.4 million for products supplied to Kainos from the United States.

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3.INVENTORY

Inventories are stated at the lower of cost (first-in, first-out basis) or market (net realizable value):

	May 31,
	2007		2006
	(in thousands)
Raw materials and supplies	$	6,364	$	4,341
Work in process	4,829		3,495
Finished goods	18,127		12,815
	$	29,320	$	20,651

Management increased instrument inventory levels from $6.2 million at the end of fiscal 2006 to $12.1 million at the end of fiscal 2007 in anticipation of the launch of the Echo™ in the first quarter of fiscal 2008, for which FDA clearance was received in June 2007, and also to have adequate inventory of Galileo® instruments to support the marketing plan for fiscal 2008.

4.PROPERTY AND EQUIPMENT

	May 31,
	2007			2006
	(in thousands)
Assets owned:
Land	$	345		$	343
Buildings and improvements	7,715			7,643
Leasehold improvements	7,226			4,452
Furniture and fixtures	1,948			1,704
Machinery and equipment	45,573			39,241
	62,807			53,383
Less accumulated depreciation	(32,562		)	(27,699		)
Property, plant and equipment—net	$	30,245		$	25,684

Depreciation—Depreciation expense was $6.5 million in fiscal year 2007, $6.6 million in fiscal year 2006, and $7.0 million in fiscal year 2005.

Houston Impairment—In fiscal 2006, the Company decided to close its Houston manufacturing facility in December 2007. Under a restructuring plan, the Company will continue to use the long-lived assets of the Houston facility until December 2007, the estimated completion date for consolidating the manufacturing operations in Norcross, Georgia. The impairment review in fiscal 2006 indicated that estimated undiscounted cash flows expected to result from the remaining use of the Houston facility’s long-lived assets, primarily a building, were insufficient to recover their carrying value. Accordingly, based on an independent third party appraisal, the Company reduced the carrying value of these long-lived assets to their estimated fair value resulting in non-cash impairment loss of $2.3 million in fiscal 2006. The non-cash impairment charges are included with restructuring expenses in the accompanying consolidated statements of income. Based upon the Company’s decision to continue to manufacture and use the building in Houston until the transfer of the manufacturing operations to Norcross is complete, the Company continues to depreciate the adjusted carrying value of the building.

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5.GOODWILL

Changes in the carrying amount of goodwill for the year ended May 31, 2007 and 2006 were as follows:

	May 31,
	2007		2006
	(in thousands)
Balance at beginning of year	$	34,691	$	28,826
Foreign currency translation adjustment	72		1,070
Goodwill on acquisition of Immucor-Kainos (Japan)	—		4,795
Balance at end of year	$	34,763	$	34,691

On July 5, 2005, the Company acquired Immucor-Kainos, Inc., including goodwill amounting to $5.7 million, reduced by approximately $574,000 for profit realized during acquisition negotiations and approximately $332,000 for the reversal of deferred revenue relating to an advance payment of distribution fees under a five-year distribution agreement with Kainos which was canceled on signing of the acquisition agreement. EITF 04-01, “Accounting or Preexisting Relationships between the Parties to a Business Combination”, requires that the fair value of a reacquired right should be recorded and disclosed as a separate intangible asset. However, given the relative immateriality of the amount that would have been assigned to a separate intangible asset on the date of acquisition (approximately $332,000), the Company did not record this amount as an intangible asset apart from goodwill.

Goodwill is tested for impairment as at the end of the third quarter of each fiscal year or earlier if a triggering event occurs. Testing of impairment of goodwill confirmed that the carrying value of goodwill was not impaired, and consequently no impairment charges were recorded in the years ended May 31, 2007 and May 31, 2006.

6.OTHER INTANGIBLE ASSETS

			May 31, 2007								May 31, 2006
	Weighted				Accumulated								Accumulated
	Average Life		Cost		Amortization				Net		Cost		Amortization				Net
	(in thousands)
Intangible assets subject to amortization:
Deferred licensing costs		5 yrs	$	569		$	(464	)	$	105	$	551		$	(464	)	$	87
Distribution rights		10 yrs	1,970			(1,724		)	246		2,078			(1,526		)	552
Customer lists		20 yrs	2,932			(848		)	2,084		3,036			(706		)	2,330
Total amortizable assets			5,471			(3,036		)	2,435		5,665			(2,696		)	2,969
Intangible assets not subject to amortization:
Deferred licensing costs			3,284			—			3,284		3,563			—			3,563
Total non-amortizable assets			3,284			—			3,284		3,563			—			3,563
Total other intangible assets			$	8,755		$	(3,036	)	$	5,719	$	9,228		$	(2,696	)	$	6,532

During the year ended May 31, 2006, the Company acquired a customer list with the acquisition of Immucor-Kainos, which was valued at $1.3 million with a useful life of 20 years, and licensing and regulatory permits, which were assumed to have infinite lives and were valued at $3.6 million. The customer list is being amortized over 20 years, and the licensing and regulatory permits are not amortized but are evaluated for impairment annually in the fourth quarter of each fiscal year.

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Amortization of intangible assets amounted to $0.3 million for the years ended May 31, 2007 and May 31, 2006 and $0.4 million for the year ended May 31, 2005. The following table presents our estimate of amortization expense for each of the five next succeeding fiscal years (in thousands):

Year Ending May 31:
2008	$	346
2009	211
2010	162
2011	162
2012	162
Thereafter	1,392
	$	2,435

7.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	May 31,
	2007		2006
	(in thousands)
Sales and other taxes payable	$	3,182	$	1,152
Salaries and wages	5,858		3,231
Professional fees	1,812		2,027
Dealer commissions	625		675
Royalties	127		506
Accruals for pricing discounts to dealers	218		415
Other accruals	2,233		1,464
Accrued expenses and other current liabilities	$	14,055	$	9,470

8.DEFERRED REVENUE

As described in Note 1, many of the Company’s medical instrument sales contracts involve multiple deliverables with price guarantees, and revenues from these contracts are deferred and recognized over the term of the agreements which are generally five years. The Company also defers revenue from service contracts over the term of the service agreements. The additions to and recognition of deferred revenue for the year ended May 31, 2007 and May 31, 2006 were as follows:

	May 31,
	2007			2006
	(in thousands)
Balance at beginning of year	$	16,075		$	7,559
Foreign currency translation adjustment	89			224
Additions to deferred revenue from new contracts	11,943			13,772
Revenue recognized during the year	(8,425		)	(5,480		)
	19,682			16,075
Less: Deferred Revenue—current portion	(7,321		)	(4,575		)
Balance at end of year	$	12,361		$	11,500

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9.OTHER LONG TERM LIABILITIES

	May 31,
	2007			2006
	(in thousands)
Severence indemnity for employees	$	710		$	558
Deferred leasehold improvement incentive	1,383			1,438
Restructuring provision	443			342
	2,536			2,338
Less current portion	(585		)	(143		)
Other long term liabilities	$	1,951		$	2,195

The Company credits leasehold improvement incentives received from the landlord to rent expense over the term of the lease agreement.

10.COMMON STOCK

Stock split

Immucor distributed a three-for-two stock split on May 15, 2006 to the shareholders of record on April 24, 2006 which resulted in the issuance of 22,685,368 shares of common stock, net of 98 fractional shares which were paid in cash. Immucor had also distributed three-for-two stock splits on July 16, 2004 and December 13, 2004 which resulted in the issuance of 10,066,940 and 15,061,379 shares of common stock, respectively. These stock splits were the sixth, seventh and eighth for the Company since its initial public offering in December 1985.

Reserved shares

At May 31, 2007, 3,683,504 shares of common stock were reserved for future issuance for the outstanding awards issued under the Immucor, Inc. 2005 Long-Term Incentive Plan and previous plans.

Stock repurchases

The Company instituted a stock repurchase program in June 1998 for up to 6,075,000 shares of its common stock. On June 1, 2004, August 2, 2004 and December 13, 2005, the Board of Directors authorized the Company to repurchase up to an additional 675,000, 1,125,000 and 1.5 million shares, respectively.

During the year ended May 31, 2007, the Company repurchased 281,969 shares at an average per share price of $17.23. In fiscal 2007, the total amount spent for the shares bought under this program amounted to $4.9 million, compared to $24.8 million and $8.0 million spent in fiscal 2006 and fiscal 2005, respectively. An aggregate of 1,142,056 shares were available for repurchase under the program as of May 31, 2007.

11.STOCK—BASED COMPENSATION

All references to historical awards, outstanding awards and availability of shares for future grants under Immucor’s stock plans, as described below, and related prices per share have been retroactively adjusted, for comparability purposes, to reflect all applicable previous stock splits.

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Impact of adoption of SFAS 123(R)

On adoption of SFAS 123(R) as of June 1, 2006, the unrecognized compensation expense associated with the remaining portion of the unvested outstanding awards was $4.5 million ($2.9 million, net of taxes). This compensation expense is expected to be recognized through May 2010 on a straight-line basis over the weighted-average vesting period of approximately 1.75 years.

As a result of adopting SFAS 123(R), the Company’s financial results were lower than under the Company’s previous accounting method for share-based compensation by the following amounts:

	For the Year Ended
	May 31, 2007
	(in thousands)
Income before income taxes		$	3,123
Net income		$	2,225
Basic earnings per common share		$	0.03
Diluted earnings per common share		$	0.03

As a result of adopting SFAS 123(R), excess tax benefits realized by the Company on options exercised by employees have been classified as a financing cash inflow. Previously, such tax benefits were netted against income taxes payable and were disclosed in the working capital section of operating activities. As permitted by SFAS 123(R), the cash flow statements for fiscal 2005 and 2006 have not been restated to reflect the 6.4 million of excess tax benefit realized in each of those years as cash provided by financing activities. For the year ended May 31, 2007, the impact of excess tax benefits on the consolidated cash flow statement was as follows:

	For the Year Ended
	May 31, 2007
	(in thousands)
Increase (decrease) on:
Cash flows from operating activities		$	(12,273	)
Cash flows from financing activities		$	12,273

The following table shows total stock-based compensation expense for the year ended May 31, 2007, included in the consolidated statements of income:

	For the Year Ended
	May 31, 2007
	(in thousands)
Cost of sales		$	446
Research and development		290
Selling and marketing		709
Distribution		114
General and administrative		1,564
Total stock-based compensation		$	3,123

Pro forma information under SFAS 123 for the prior years

SFAS 123(R) requires the Company to present pro forma information for the comparative period prior to the adoption as if it had accounted for all of its stock options under the fair value method of SFAS 123.

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The following table illustrates the pro forma information regarding the effect on net earnings and net earnings per share if the Company had accounted for the share-based employee compensation under the fair value method of accounting:

	For the Year Ended May 31,
	2006			2005
	(amount in thousands, except per share data)
Net income as reported	$	39,843		$	23,910
Stock based employee compensation reported in earnings, net of
taxes under APB No. 25	562			—
Stock-based employee compensation expense determined under
fair value based method for all awards, net of taxes	(4,261		)	(2,067		)
Pro forma net income	$	36,144		$	21,843
Earnings per share as reported:
Per common share—Basic	$	0.59		$	0.35
Per common share—Diluted	$	0.56		$	0.34
Pro forma earnings per share:
Per common share—Basic	$	0.53		$	0.32
Per common share—Diluted	$	0.51		$	0.31

Valuation method used and assumptions

The Company estimates the fair value of stock options using a Black-Scholes valuation model, consistent with the provisions of SFAS 123(R), Securities and Exchange Commission Staff Accounting Bulletin 107 (“SAB 107”) and the Company’s prior pro forma disclosures of net earnings, including the fair value of stock-based compensation.

Key input assumptions used to estimate the fair value of stock options include the expected term until the exercise of the option, the expected volatility of the Company’s stock, risk-free rates of return and dividend yields, if any. The fair value for these options was estimated at the date of grant with the following weighted average assumptions:

	2007		2006		2005
Risk-free interest rate(1)	4.87	%	4.36	%	4.00	%
Expected volatility(2)	47.10	%	64.90	%	68.40	%
Expected life (years)(3)	4.25		7.30		8
Expected dividend yield(4)	—		—		—

(1) Based on the U.S. Treasury yield curve in effect at the time of grant.

(2) Expected stock price volatility is based on the average historical volatility of the Company’s shares during the period corresponding to the expected life of the options.

(3) Represents the period of time options are expected to remain outstanding. The weighted average expected option term was determined using the “simplified method” as allowed by SAB 107. The “simplified method” calculates the expected term as the average of the vesting term and original contractual term of the options. Beginning June 1, 2006, the contractual life of awards granted was reduced from 10 years to 6 years which, besides the impact of adoption of the simplified method, accounted for the reduction in expected life in fiscal year 2007.

(4) The Company has not paid dividends on its common stock and does not expect to pay dividends on its common stock in the near future.

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Plan summary

At an annual meeting of the Company’s shareholders held on December 13, 2005, the shareholders approved establishment of the Immucor, Inc. 2005 Long-Term Incentive Plan (the “2005 Plan”). The 2005 Plan replaced the Company’s preexisting stock option plans which have been frozen and remain in effect only to the extent of awards outstanding under these plans. Under the 2005 Plan, besides granting stock options, management is able to award stock appreciation rights, restricted stock, deferred stock, and other performance-based awards as incentive and compensation to employees. The number of shares of the Company’s common stock as to which awards may be granted under the 2005 Plan is 3,600,000. The maximum number of shares that may be used for awards other than stock options is 1,800,000 and for grants of incentive stock options is also 1,800,000. Options are granted at the closing market price on the date of the grant. Option awards generally vest equally over a four-year period and have a 6-year contractual term. Restricted stock awards generally vest equally over a five-year period. The 2005 Plan provides for accelerated vesting of option and restricted stock awards if there is a change in control, as defined in the plan.

Stock option activity

Compensation costs for stock options with tiered vesting terms are recognized evenly over the vesting periods. Activity for the Company’s option plans was as follows for the years ended May 31, 2007, 2006 and 2005:

						Weighted
			Weighted			Average
			Average			Remaining
	Number of		Exercise			Contractual		Aggregate
	Shares		Price			Life (years)		Intrinsic Value(1)
								(in thousands)
Outstanding at May 31, 2004	7,608,279			$	2.07
Granted	421,982			$	18.94
Exercised	(1,353,932	)		$	1.11
Forfeited	(196,610	)		$	2.91
Expired	(218,314	)		$	0.79
Outstanding at May 31, 2005	6,261,405			$	3.41		6.5		$	118,530
Granted	158,583			$	18.66
Exercised	(1,222,116	)		$	1.76
Forfeited	(248,598	)		$	6.82
Expired	(56,317	)		$	1.37
Outstanding at May 31, 2006	4,892,957			$	4.14		5.4		$	68,697
Granted	222,716			$	20.66
Exercised	(1,432,500	)		$	2.73
Forfeited	(23,074	)		$	12.61
Expired	(89,185	)		$	6.29
Outstanding at May 31, 2007	3,570,914			$	5.63		4.9		$	92,665
Exercisable at May 31, 2007	2,925,692			$	3.91		4.5		$	80,961
Shares available for future grants at May 31, 2007	1,498,352

(1) The aggregate intrinsic value in the above table represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the respective fiscal year and the exercise price, multiplied by the number of options.)

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(2) The weighted-average grant-date fair value of share options granted during fiscal years 2007 and 2006 was $8.99 and $12.39, respectively. The total intrinsic value of share options exercised during fiscal years 2007, 2006 and 2005 was $34.9 million, $20.3 million and $19.5 million, respectively.

At May 31, 2007, 2006, and 2005, options for 2,925,692, 3,942,959 and 3,035,282 shares of common stock, respectively, were exercisable, at weighted average exercise prices of $3.91, $3.18 and $1.11, respectively. In fiscal 2007, all options were granted at market value. In fiscal 2005 and in also fiscal 2006, the Company awarded grants with exercise price equal to the closing price on the business day immediately prior to the grant date; therefore in these cases, the exercise price may be higher or lower than the fair value of the shares at the date of grant. Consequently, the weighted average grant date fair value of options granted during fiscal 2006 was $13.34 for those granted at market value, $10.83 for those granted at above market value, and $13.03 for those granted at below market value. The weighted average grant date fair value of options granted during fiscal 2005 was $8.49 for those granted at market value, $10.91 for those granted above market value, and $9.37 for those granted at below market value.

The following table as of May 31, 2007 sets forth by group of exercise price ranges, the number of options outstanding, weighted average exercise prices and weighted average remaining contractual lives of options outstanding, and the number and weighted average exercise prices of options currently exercisable.

		Options Outstanding							Options Exercisable
				Weighted  Average			Weighted  Average				Weighted  Average
Range of Exercise Prices		Number of Shares		Exercise  Price			Contractual  Life		Number of Shares		Exercise  Price
$0.01 –	$  0.50		55,798		$	0.36		4.1		55,798		$	0.36
0.51 –	1.00		1,157,358		0.89			4.5		1,157,358		0.89
1.01 –	2.00		712,979		1.21			1.4		712,979		1.21
2.01 –	5.00		206,693		3.33			5.6		156,067		3.03
5.01 –	10.00		801,609		6.11			6.6		556,882		6.11
10.01 –	20.00		309,241		17.79			6.4		37,706		17.15
20.01 –	35.00		327,236		21.71			7.5		248,902		20.08
			3,570,914		$	5.63		4.9		2,925,692		$	3.91

Restricted stock activity

The Company granted restricted stock awards to its employees for the first time in fiscal 2007. The following is a summary of the changes in unvested restricted stock for the fiscal year ended May 31, 2007:

				Weighted-Average
				Grant-Date Fair
	Number of Shares			Value
Nonvested stock outstanding at May 31, 2006		—			$	—
Granted		127,105			17.51
Vested		(9,915	)		17.51
Forfeited		(4,600	)		17.51
Expired		—			—
Nonvested stock outstanding at May 31, 2007		112,590			$	17.51
Shares available for future grants at May 31, 2007		1,677,495

As of May 31, 2007, there was $5.1 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This compensation cost is expected to be recognized through June 6, 2011 based on existing vesting terms with the weighted average remaining expense recognition period being approximately 2.91 years.

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12.RESTRUCTURING EXPENSES

On October 31, 2005, the Board of Directors of the Company approved a plan to close the Company’s Houston, Texas manufacturing facility. The decision to close the facility was driven by a number of factors including, in particular, the expense of operating two separate FDA licensed manufacturing facilities. This closure, which is subject to certain regulatory clearances, is scheduled to be completed by December 2007.

During fiscal years 2007 and 2006, the Company recorded charges of approximately $1.1 million and $2.7 million, respectively, in connection with this planned closure. The expense for fiscal 2007 consisted primarily of product consolidation expenses, retention bonuses and relocation expenses. The expense for fiscal 2006 included approximately $2.3 million for impairment of long-lived assets based on an independent valuation, and approximately $0.4 million for severance pay, retention bonuses and other expenses. The Company expects to incur approximately $1.0 million of additional costs in fiscal 2008 to close this facility.

13.INCOME TAXES

Sources of income before income taxes are summarized below (in thousands):

	Year Ended May 31,
	2007		2006		2005
Domestic Operations	$	83,729	$	56,459	$	31,711
Foreign Operations	10,425		6,701		6,270
Total	$	94,154	$	63,160	$	37,981

The provision for income taxes is summarized as follows (in thousands):

	Year Ended May 31,
	2007			2006			2005
Current:
Federal	$	31,701		$	20,963		$	12,979
Foreign	4,257			3,593			1,908
State	1,769			1,218			1,377
	37,727			25,774			16,264
Deferred:
Federal	(2,938		)	(1,707		)	(2,617		)
Foreign	(494		)	(752		)	505
State	(209		)	2			(81		)
	(3,641		)	(2,457		)	(2,193		)
Income taxes	$	34,086		$	23,317		$	14,071

Deferred income taxes reflect the net tax effects of: (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes; and (b) operating loss carry-forwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. Based on assessments of all available evidence including, but not limited to, the operating history and lack of profitability of certain subsidiaries, the Company is uncertain as to the ability to realize the subsidiaries’ net operating loss carry-forwards and tax benefits and, as a result, deferred tax valuation allowances have been recorded against these deferred tax assets as follows:  Belgium, $0.8 million; Japan, $0.9 million; France, $0.1 million and Spain, $0.1 million. The Company has also established a valuation allowance against state operating loss carry-forwards of $0.7 million. Net operating loss carry-forwards for France and Belgium do not expire; other operating loss carry-forwards expire beginning in 2013.

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The tax effects of significant items comprising the Company’s net deferred tax liability at May 31, 2007 and 2006 are as follows (in thousands):

	Year Ended May 31,
	2007			2006
Deferred tax liabilities:
Amortization	$	(1,744	)	$	(1,707	)
Depreciation	(309		)	(557		)
Prepaids and other	(1,175		)	(488		)
Deferred tax assets:
Reserves not currently deductible	8,664			4,908
Operating loss carry-forwards	2,600			2,938
Uniform capitalization	1,172			859
	9,208			5,953
Valuation allowance	(2,643		)	(3,029		)
Net deferred tax assets	$	6,565		$	2,924

Net deferred tax assets increased by $3.7 million mainly due to an increase in deferred revenue of approximately $2.0 million and an increase of $1.8 million in reserves not currently deductible, off set by minor changes in other items resulting in a net decrease of $0.1 million. Deferred taxes are not provided for temporary differences of approximately $16.5 million, $11.7 million and $8.4 million as of May 31, 2007, 2006 and 2005, respectively, representing earnings of non-U.S. subsidiaries that are intended to be permanently reinvested. Computation of the potential deferred tax liability associated with these undistributed earnings is not practicable.

The Company’s effective tax rate differs from the federal statutory rate as follows:

	Year Ended May 31,
	2007			2006			2005
Federal statutory tax rate		35	%		35	%		35	%
State income taxes, net of federal tax benefit		3			3			3
Extraterritorial income exclusion and PAD		(1	)		(2	)		(1	)
Difference in effective income tax rates of other countries		—			—			1
Research and development credits		—			—			(1	)
Change in deferred tax valuation allowance		—			1			—
Other		(1	)		—			—
		36	%		37	%		37	%

As a result of utilizing compensation cost deductions arising from the exercise of nonqualified employee stock options for federal and state income tax purposes, the Company realized income tax benefits of $12.3 million in fiscal 2007, and $6.4 million in each of fiscal 2006 and 2005. These income tax benefits are recognized in the accompanying financial statements as additions to additional paid-in capital rather than as reductions of the respective income tax provisions because the related compensation deductions are not recognized as compensation expense for financial reporting purposes.

In fiscal 2004, a true up of the estimated tax benefit of the 2003 European restructure and adjustments for misapplication of Texas franchise tax rules for fiscal years 2002 and 2003 added $0.1 million and $0.3 million, respectively, to income tax expense. In addition, a reserve of $0.2 million was established to recognize the increasingly conservative positions taken by the various state taxing authorities with respect to the related party transactions. The Company added approximately $0.9 million to this reserve in fiscal 2005. In fiscal 2006, the Company added approximately $26,000 to this reserve, representing estimated interest expense. In fiscal 2007, the Company added approximately $0.7 million to this reserve, which includes $53,000 of estimated interest expense.

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In fiscal 2005, the Company claimed credits for qualified research and development activities performed during the years 2001 through 2005 of approximately $0.6 million. In fiscal 2006, the Company claimed approximately $0.3 million in credits for qualified research and development activities. In fiscal 2007, the Company claimed approximately $0.3 million in credits for qualified research and development activities performed during fiscal 2007. The Company has recorded reserves of $0.4 million, approximately 30% of the total credits claimed for all years.

In July 2006, the Financial Accounting Standards Board issued interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes”, which is effective for the Company for the fiscal year beginning June 1, 2007. The purpose of FIN 48 is to clarify and set forth consistent rules for accounting for uncertain tax positions in accordance with SFAS 109, “Accounting for Income Taxes”. The cumulative effect of applying the provisions of this interpretation are required to be reported separately as an adjustment to the opening balance of retained earning in the year of adoption. The Company is in the process of reviewing and evaluating FIN 48; however, the impact of its adoption to the Company’s financial condition, results of operations, or cash flows is not expected to be material.

14.EARNINGS PER SHARE

The following table sets forth the computation of earnings per common share and common share—assuming dilution in accordance with SFAS No. 128, Earnings per Share:

	Year Ended May 31,
	2007			2006			2005
	(Shares and $ in thousands, except per share data)
Numerator for basic and diluted earnings per share:
Income available to common shareholders		$	60,068		$	39,843		$	23,910
Denominator:
For basic earnings per share—weighted average shares basis		68,441			68,004			67,699
Effect of dilutive stock options		2,228			3,397			3,651
Denominator for diluted earnings per share—adjusted weighted average shares basis		70,669			71,401			71,350
Earnings per common share—basic		$	0.88		$	0.59		$	0.35
Earnings per common share—diluted		$	0.85		$	0.56		$	0.34

The effect of 36,916, 429,949 and 44,324 out-of-the-money options was excluded from the above calculation as inclusion of these securities would be anti-dilutive for the years ended May 31, 2007, 2006 and 2005, respectively.

On June 8, 2007, the Company, under an annual group award, issued options to employees to purchase 415,818 shares of common stock at an exercise price of $29.23 per share, which was the closing price on the date of the grant. The Company also issued 48,055 shares of restricted stock. These options and restricted stock are excluded in calculating the above diluted earnings per share but will have a dilutive effect on the future earnings per share calculations.

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15.DOMESTIC AND FOREIGN OPERATIONS

The Company’s operations and segments are organized around geographic areas. Immucor’s “Other” segment includes the operations of Belgium, Portugal and Spain. The foreign locations principally function as distributors of products developed and manufactured by the Company in the United States and Canada. The accounting policies applied in the preparation of the Company’s consolidated financial statements are applied consistently across the segments.

Segment information concerning the Company’s domestic and foreign operations for the years ended May 31, 2007, 2006 and 2005 is summarized below (in thousands):

	For the Year Ended May 31, 2007
	U.S.		Germany				Italy		Canada			Japan(1)				Other		Elims			Consolidated
Net reagent revenues:
Unaffiliated customers	$	149,278		$	11,192		$	13,956		$	10,345		$	8,044		$	9,846	$	—			$	202,661
Affiliates	11,622			3,781			—			276			—			138		(15,817		)		—
Total	160,900			14,973			13,956			10,621			8,044			9,984		(15,817		)		202,661
Net instrument revenues:
Unaffiliated customers	10,335			2,999			1,219			612			57			1,705		—				16,927
Affiliates	2,827			5,015			—			—			—			—		(7,842		)		—
Total	13,162			8,014			1,219			612			57			1,705		(7,842		)		16,927
Net collagen revenues:
Unaffiliated customers	4,090			—			—			—			—			—		—				4,090
Affiliates	—			—			—			—			—			—		—				—
Total	4,090			—			—			—			—			—		—				4,090
Net Sales	178,152			22,987			15,175			11,233			8,101			11,689		(23,659		)		223,678
Income (loss) from operations	81,393			(201		)	3,474			4,856			(117		)	995		1,212				91,612
Depreciation	3,256			693			1,356			192			176			852						6,525
Amortization	282			—			—			—			64									346
Restructuring expenses	1,051			—			—			—			—			—		—				1,051
Income tax (benefit) expense	30,323			20			1,824			1,972			—			65		(118		)		34,086
Interest income	2,035			25			631			105			1			44		—				2,841
Capital expenditures	8,119			453			911			103			174			1,133		—				10,893
Property & equipment—net, at year end	20,875			2,285			2,772			1,287			577			2,449		—				30,245
Goodwill	17,803			3,296			1,060			8,176			4,393			35		—				34,763
Total assets at year end	240,468			16,284			23,142			18,528			13,157			11,044		(47,145		)		275,478

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	For the Year Ended May 31, 2006
	U.S.		Germany			Italy		Canada			Japan(1)				Other		Elims			Consolidated
Net reagent revenues:
Unaffiliated customers	$	119,145		$	10,775	$	12,077		$	9,252		$	7,372		$	8,439	$	—			$	167,060
Affiliates	10,504			1,938		—			206			—			197		(12,845		)		—
Total	129,649			12,713		12,077			9,458			7,372			8,636		(12,845		)		167,060
Net instrument revenues:
Unaffiliated customers	7,263			1,984		1,191			345			15			1,719		—				12,517
Affiliates	802			3,095		1			—			—			2		(3,900		)		—
Total	8,065			5,079		1,192			345			15			1,721		(3,900		)		12,517
Net collagen revenues:
Unaffiliated customers	3,929			—		—			—			—			—		—				3,929
Affiliates	—			—		—			—			—			—		—				—
Total	3,929			—		—			—			—			—		—				3,929
Net Sales	141,643			17,792		13,269			9,803			7,387			10,357		(16,745		)		183,506
Income (loss) from operations	56,728			745		1,678			3,856			(433		)	681		(215		)		63,040
Depreciation	3,196			748		1,566			216			104			672		—				6,502
Amortization	360			—		—			—			60			7		—				427
Restructuring expenses	2,689			—		—			—			—			—		—				2,689
Income tax (benefit) expense	20,477			367		842			1,563			—			147		(79		)		23,317
Interest income	441			18		505			—			—			13		—				977
Capital expenditures	8,964			684		453			286			78			359		—				10,824
Property & equipment—net, at year end	16,057			2,508		3,080			1,344			605			2,090		—				25,684
Goodwill	17,803			3,144		1,011			7,934			4,766			33		—				34,691
Total assets at year end	165,102			12,139		20,026			14,249			14,125			9,382		(43,336		)		191,687

	For the Year Ended May 31, 2005
	U.S.		Germany			Italy			Canada			Japan(1)			Other		Elims			Consolidated
Net reagent revenues
Unaffiliated customers	$	88,616		$	11,674	$	11,637			$	8,095		$	—	$	8,778	$	—			$	128,800
Affiliates	9,237			2,199		—				245			—		139		(11,820		)		—
Total	97,853			13,873		11,637				8,340			—		8,917		(11,820		)		128,800
Net instrument revenues:
Unaffiliated customers	6,250			2,578		927				170			—		2,589		—				12,514
Affiliates	937			4,612		15				—			—		2		(5,566		)		—
Total	7,187			7,190		942				170			—		2,591		(5,566		)		12,514
Net collagen revenues:
Unaffiliated customers	3,472			—		—				—			—		—		—				3,472
Affiliates	—			—		—				—			—		—		—				—
Total	3,472			—		—				—			—		—		—				3,472
Net Sales	108,512			21,063		12,579				8,510			—		11,508		(17,386		)		144,786
Income (loss) from operations	31,548			2,169		(11		)		3,217			—		355		(26		)		37,252
Depreciation	3,231			970		1,657				259			—		898		—				7,015
Amortization	378			—		—				—			—		—		—				378
Restructuring expenses	—			—		—				—			—		—		—				—
Income tax (benefit) expense	11,650			862		243				1,213			—		95		8				14,071
Interest income	31			36		567				—			—		3		(13		)		624
Capital expenditures	3,397			249		1,881				217			—		849		—				6,593
Property & equipment—net, at year end	12,754			2,473		4,240				1,182			—		2,386		—				23,035
Goodwill	17,803			3,025		973				6,993			—		32						28,826
Total assets at year end	140,319			13,730		16,814				11,881			—		10,054		(35,185		)		157,613

(1) Results of operations for Japan are included from July 5, 2005 onwards, the date on which the Company acquired Immucor-Kainos, Inc.

During the years ended May 31, 2007, 2006 and 2005, the Company’s U.S. operations made net export sales to unaffiliated customers of approximately $5.4 million, $4.3 million and $6.9 million, respectively. The Company’s German operations made net export sales to unaffiliated customers of $4.7 million, $4.3 million and $5.5 million for the years ended May 31, 2007, 2006, and 2005, respectively. The

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Company’s Canadian operations made net export sales to unaffiliated customers of $1.8 million, $2.1 million and $1.9 million for the years ending May 31, 2007, 2006, and 2005, respectively. Product sales to affiliates are valued at market prices.

16.RETIREMENT PLAN

The Company maintains a 401(k) retirement plan covering its U.S. employees who meet the plan requirements. The Company matches a portion of employee contributions to the plan. During the years ended May 31, 2007, 2006 and 2005, the Company’s matching contributions to the plan were approximately $0.6 million, $0.5 million and $0.3 million, respectively. Effective January 1, 2005, employees vest immediately in the Company’s matching contributions. Prior to this date, vesting in the Company’s matching contributions was based on years of continuous service.

The Company’s Canadian affiliate maintains a defined contribution pension plan covering all Canadian employees, except temporary employees. The Company matches a portion of employee contributions to the plan, and each employee vests in the Company’s matching contributions once they have been a participant continuously for two years. During the years ended May 31, 2007, 2006 and 2005, the Company’s matching contributions to the plan were approximately $76,000, $80,000 and $58,000, respectively.

17.COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases office, warehousing and manufacturing facilities in the United States under several operating lease agreements expiring at various dates through fiscal 2017 with a right to renew for an additional term in the case of most of the leases. In fiscal 2007, due to changes in ownership of several warehouses, new leases had to replace a master lease; however, no major changes occurred in terms of the rent charges and periods of lease. One of the leases contains a leasehold improvement incentive allowing for a maximum reimbursement of $1.5 million, of which $1.4 million has been reimbursed as of May 31, 2007. These reimbursements due from the landlord were accrued as receivables and are included in prepaid expenses and other assets with corresponding credits recorded as deferred rent and amortized as reductions of rent expense over the term of the lease. The Company leases foreign office, manufacturing and warehouse facilities and automobiles under operating lease agreements expiring at various dates through fiscal 2012. The total leasing expenses, including leasing of properties, office equipment and associated service charges for the Company was $2.6 million in fiscal 2007, $ 2.5 million in fiscal 2006 and $2.2 million in fiscal 2005.

The following is a schedule of approximate future annual lease payments under all operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of May 31, 2007 (in thousands):

Year Ending May 31:
2008	$	2,307
2009	2,142
2010	1,401
2011	1,296
2012	1,424
Thereafter	6,204
	$	14,774

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Other Commitments

The Company entered into an instrument purchase agreement with Bio-Tek Instruments, Inc. for the development of Galileo® Echo™ on January 19, 2004 and accepted the manufacturer’s engineering model in fiscal 2005. The Company received FDA clearance in June 2007 and launched the instrument in Europe and the U.S. in the first quarter of fiscal 2008. At May 31, 2007, the Company had unfulfilled purchase orders issued to Bio-Tek for Echo™ instruments amounting to approximately $14.3 million.

In September 2003, the Company entered into a five-year purchase agreement to purchase products from Celliance Ltd (“Celliance”) (a subsidiary of Millipore Corporation). The Company will supply Celliance with a 12-month rolling forecast of purchases that constitute a binding purchase order. In return, Celliance will supply the products at the price specified in the purchase agreement with prices to increase annually beginning January 1, 2004. Celliance will supply products at the listed prices and at reduced performance prices if certain sales volume has been reached. The agreement also provides for a preferential treatment for supply of products in relation to Celliance’s sales orders from other customers. At May 31, 2007, the Company’s commitments under this arrangement are $1.1 million for fiscal 2008.

Contingencies

As previously reported, the Company’s Italian subsidiary and Dr. Gioacchino De Chirico, the Company’s Chief Executive Officer and the former President of the subsidiary, have been the subjects of a criminal investigation in Milan, Italy centered on payments by several companies to certain Italian physicians allegedly in exchange for favorable contract awards by their hospitals. Dr. De Chirico was charged as the former President of the subsidiary with directing a €13,500 payment to one physician and payments totaling approximately $47,000 to another physician, and the subsidiary was charged concerning the €13,500 payment under an Italian law holding the subsidiary responsible for actions allegedly taken by an officer. In January 2007 the Company’s Italian subsidiary settled the charges in Italy on terms that were not material to the Company’s financial condition. Dr. De Chirico has vigorously denied any wrongdoing, and is contesting the charges against him, which have been sent forward for trial. The trial is expected to begin sometime this fall and to continue well into 2008, and appeals of an unfavorable verdict could take several years.

An investigation into these matters by the Audit Committee of the Company’s Board of Directors concluded that the €13,500 payment to a physician as the organizer and chairman of a convention sponsored by the Italian subsidiary was not improper, but the invoice for those services resulted in a violation of the books and records provisions of the Foreign Corrupt Practices Act. The Company reported this violation to the SEC, who thereafter issued a formal investigative order. The Company and Dr. De Chirico have been seeking to settle the SEC investigation, but no determination can yet be made as to whether we will become subject to any fines, penalties and/or other charges imposed by the SEC or any governmental authority, or any other damages or costs that may arise in connection with these circumstances.

Between August 31 and October 19, 2005, a series of ten class-action lawsuits were filed in the United States District Court for the Northern District of Georgia against the Company and certain of its current and former directors and officers alleging that the Company’s stock prices during part of 2004 and 2005 were inflated as a result of material misrepresentations or omissions in the Company’s financial statements and other public announcements. These cases were consolidated under the caption In re Immucor, Inc. Securities Litigation, File No. 1:05-CV-2276-WSD. In May 2007 the Company entered into an agreement to settle these lawsuits. Under the settlement agreement, the Company’s insurance carrier has agreed to pay $2.5 million to the plaintiff class in consideration of an absolute and unconditional release of all claims against the Company and the individual defendants. The Company’s only costs are legal expenses, which have been expensed as incurred. The Court has given its preliminary approval to the terms of the

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settlement. The settlement is contingent upon various conditions, including but not limited to final approval by the Court after notice to the class and a hearing scheduled for September 20, 2007. It is not certain the settlement will receive final approval from the Court nor be upheld if challenged on appeal.

Other than as set forth above, the Company is not currently subject to any material legal proceedings, nor, to the Company’s knowledge, is any material legal proceeding threatened against the Company. However, from time to time, the Company may become a party to certain legal proceedings in the ordinary course of business. Management does not believe any on-going legal proceedings, including those summarized above, will have a material adverse effect on the Company’s consolidated financial position or future results of operations.

18.RELATED PARTY TRANSACTIONS

Michael S. Goldman joined the Company’s Board of Directors effective May 15, 2006. Mr. Goldman is a Managing Director and founding principal of TM Capital Corp., a New York and Atlanta based investment bank which has represented the Company in a number of transactions prior to Mr. Goldman becoming a director of the Company. The Company paid fees to TM Capital Corp. totaling $120,000, $470,000 and $60,000 in fiscal years 2007, 2006 and 2005, respectively.

19.SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

																Earnings Per
							Income						Earnings			Common Share-
	Net			Gross			from			Net			Per Common			Assuming
Fiscal Year Ended	Sales			Profit			Operations(2)			Income			Share(1)			Dilution(1)
	(In thousands, except per share amounts)
May 31, 2007
First Quarter		$	51,040		$	34,536		$	19,766		$	12,733		$	0.19		$	0.18
Second Quarter		54,426			37,843			21,341			14,102			$	0.21		$	0.20
Third Quarter		57,091			40,353			23,057			15,019			$	0.22		$	0.21
Fourth Quarter		61,121			45,023			27,448			18,214			$	0.26		$	0.26
		$	223,678		$	157,755		$	91,612		$	60,068		$	0.88		$	0.85
May 31, 2006
First Quarter		$	42,434		$	26,695		$	12,481		$	8,006		$	0.12		$	0.12
Second Quarter		44,025			28,541			12,766			8,055			$	0.12		$	0.11
Third Quarter		47,090			32,134			19,079			11,721			$	0.17		$	0.16
Fourth Quarter		49,957			34,167			18,714			12,061			$	0.18		$	0.17
		$	183,506		$	121,537		$	63,040		$	39,843		$	0.59		$	0.56

(1) All share and per share amounts have been retroactively adjusted to reflect the May 2006, December 2004 and July 2004 three-for-two stock splits.

(2) Income from operations for the second quarter of the year ended May 31, 2006 includes a one-time charge amounting to approximately $2,457,000 for restructuring expenses pertaining to the proposed closure of the Houston manufacturing facilities.

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Item 8.—Financial Statements and Supplementary Data (Continued).

B.Supplementary Financial Information

Consolidated Financial Schedule

Schedule II—Valuation and Qualifying Accounts
Year ended May 31, 2007, 2006 and 2005

				Charged to
	Beginning			Costs and							Ending
	Balance			Expense			Deductions				Balance
2007
Allowance for doubtful accounts		$	1,950		$	364		$	(588	)		$	1,726
Provision for restructuring expense		$	342		$	358		$	(257	)		$	443
Deferred income tax valuation allowance		$	3,029		$	—		$	(386	)		$	2,643
2006
Allowance for doubtful accounts		$	1,874		$	254		$	(178	)		$	1,950
Provision for restructuring expense		$	—		$	342		$	—			$	342
Deferred income tax valuation allowance		$	123		$	2,906		$	—			$	3,029
2005
Allowance for doubtful accounts		$	1,330		$	942		$	(398	)		$	1,874
Deferred income tax valuation allowance		$	266		$	—		$	(143	)		$	123

Note 1:“Deductions” for the “Allowance for doubtful accounts” represent accounts written off during the period less recoveries of accounts previously written off and exchange differences generated.

Item 9.—Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A.—Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Based on their evaluation as of May 31, 2007, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

(b) Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended May 31, 2007 that have materially affected, or are reasonably likely to have materially affect, our internal control over financial reporting.

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(c) Management’s Report on Internal Control over Financial Reporting

The management of Immucor is responsible for establishing and maintaining adequate internal control over financial reporting, as such is defined in Rules 13a-15(f) promulgated under the Securities Exchange Act of 1934, as amended, and for performing an assessment of the effectiveness of internal control over financial reporting as of May 31, 2007. The Company’s internal control over financial reporting is a process that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Immucor’s management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2007, using the criteria described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The objective of this assessment is to determine whether the Company’s internal control over financial reporting was effective as of May 31, 2007. Immucor’s management has concluded that, as of May 31, 2007, its internal control over financial reporting was effective based on these criteria.

Immucor management’s assessment of the effectiveness of its internal control over financial reporting as of May 31, 2007 has been audited by Grant Thornton LLP, the independent registered public accounting firm that audited our financial statements included in Part II, Item 8 of this report.  Grant Thornton, LLP has audited and reported on management’s assessment of the Company’s internal control over financial reporting, which is also included in Part II, Item 8 of this report.

/s/ dr. gioacchino dechirico	/s/ Patrick D. Waddy
Dr. Gioacchino DeChirico	Patrick D. Waddy
President and Chief Executive Officer	Vice President— Chief Financial Officer

Item 9B.—Other Information.

Not applicable.

72

PART III

We will file a definitive Proxy Statement for our 2007 Annual Meeting of Shareholders with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G (3) to Form 10-K. Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are incorporated by reference.

Item 10.—Directors and Executive Officers of the Registrant.

The information required by Item 10 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2007 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s fiscal year.

Item 11.—Executive Compensation.

The information required by Item 11 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2007 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s fiscal year.

Item 12.—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 12 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2007 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s fiscal year.

Item 13.—Certain Relationships and Related Transactions.

The information required by Item 13 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2007 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s fiscal year.

Item 14.—Principal Accountant Fees and Services.

The information required by Item 14 is hereby incorporated by reference from the Company’s definitive Proxy Statement relating to the Company’s 2007 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s fiscal year.

73

PART IV

Item 15.—Exhibits and Financial Statement Schedules.

(a)Documents filed as part of this report:

1.	Consolidated Financial Statements.
	The Consolidated Financial Statements, Notes thereto, and Report of Independent Registered Public Accounting Firm thereon are included in Part II, Item 8 of this report.
2.	Consolidated Financial Statement Schedule included in Part II, Item 8 of this report .
	Schedule II—Valuation and Qualifying Accounts.
	Other financial statement schedules are omitted as they are not required or not applicable.
3.	Exhibits.
	See Item 15(b) below.

(b)Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

3.1	Amended and Restated Articles of Incorporation dated September 7, 2006 (incorporated by reference to Exhibit 3.1 to Immucor, Inc.’s Quarterly Report on Form 10-Q filed on January 5, 2007).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Immucor, Inc.’s Current Report on Form 8-K filed on September 13, 2006).
4.1	Amended and Restated Shareholder Rights Agreement dated as of November 20, 2001 between Immucor, Inc. and EquiServe Trust Company, N.A. as Rights Agent (incorporated by reference to Exhibit 4.1 to Immucor, Inc.’s quarterly report on Form 10-Q filed on January 14, 2002).
10.1	Standard Industrial Lease, dated July 21, 1982, between the Company and Colony Center, Ltd. (incorporated by reference to Exhibit 10.2 to Immucor, Inc.’s Annual Report on Form 10-K for the fiscal year ended May 31, 1985).
10.1-1	Lease Amendment dated June 28, 1989, between the Company and Colony Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor, Inc.’s Annual Report on Form 10-K for the fiscal year ended May 31, 1989).
10.1-2	Lease Amendment dated November 8, 1991, between the Company and Colony Center, Ltd. (incorporated by reference to Exhibit 10.1-1 to Immucor, Inc.’s Annual Report on Form 10-K for the fiscal year ended May 31, 1992).
10.1-3	Lease Agreement, dated February 2, 1996, between the Company and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.1-3 to Immucor, Inc.’s Annual Report on Form 10-K for the fiscal year ended May 31, 1996).
10.1-4	Lease Amendment, dated March 8, 1998, between the Company and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.1-4 to Immucor, Inc.’s Annual Report on Form 10-K for the fiscal year ended May 31, 1998).

74

10.1-5	Lease Amendment, dated August 11, 1999, between the Company and Connecticut General Life Insurance Company (incorporated by reference to Exhibit 10.1-5 to Immucor, Inc.’s Annual Report on Form 10-K for the fiscal year ended May 31, 1999).
10.1-6**	Lease Amendment, dated August 8, 2002, between the Company and Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
10.1-7**	Amended and Restated Lease Amendment, dated January 18, 2005, between the Company and AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
10.1-8**	Lease Amendment, dated March 31, 2006, between the Company and AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
10.1-9**	Amended and Restated Office Lease Agreement [2975 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
10.1-10**	Amended and Restated Office Lease Agreement [2985 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
10.1-11**	Amended and Restated Office Lease Agreement [2990 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
10.1-12**	Amended and Restated Office Lease Agreement [3130 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
10.1-13**	Amended and Restated Office Lease Agreement [3150 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
10.1-14**	Amended and Restated Office Lease Agreement [7000 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
10.2**	Industrial Multi-Tenant Lease between the Company and AMB Property, L.P., dated December 29, 2005.
10.3	United States Department of Health and Human Services Establishment License dated December 28, 1982, for the manufacture of biological products (incorporated by reference to Exhibit 10.12 to Registration Statement No. 33-966 on Form S-1).
10.4	United States Department of Health and Human Services Product License dated December 28, 1982, for the manufacture and sale of reagent red blood cells (incorporated by reference to Exhibit 10.13 to Registration Statement No. 33-966 on Form S-1).

75

10.5	United States Department of Health and Human Services Product License dated May 20, 1983, for the manufacture and sale of blood grouping sera (incorporated by reference to Exhibit 10.14 to Registration Statement No. 33-966 on Form S-1).
10.6	United States Department of Health and Human Services Product License date November 18, 1983, for the manufacture and sale of anti-human serum (incorporated by reference to Exhibit 10.15 to Registration Statement No. 33-966 on Form S-1).
10.7*	Immucor, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.2 to Immucor, Inc.’s Registration Statement No. 333-131902 filed on April 5, 2006).
10.8*	2003 Stock Option Plan (incorporated by reference to Exhibit 10.8 to Immucor, Inc.’s Annual Report on Form 10-K filed on August 16, 2004).
10.8-1*	Amended and Restated 2003 Stock Option Plan, amended and restated as of November 10, 2004 (incorporated by reference to Exhibit 10.8-1 to Immucor, Inc’s Annual Report on Form 10-K filed on October 19, 2005).
10.9*	Amended and Restated 1998 Stock Option Plan (incorporated by reference to Exhibit 10.9 to Immucor, Inc.’s Annual Report on Form 10-K filed on August 16, 2004).
10.10*	Amended and Restated 1995 Stock Option Plan (incorporated by reference to Exhibit 10.10 to Immucor, Inc.’s Annual Report on Form 10-K filed on August 16, 2004).
10.11*	1990 Stock Option Plan, including form of Stock Option Agreement used thereunder (incorporated by reference to Exhibit 10.15 to Immucor, Inc.’s Annual Report on Form 10-K for the fiscal year ended May 31, 1995).
10.12*	Employment Agreement dated October 13, 1998, between the Company and Patrick D. Waddy (incorporated by reference to Exhibit 10.12 to Immucor, Inc’s Annual Report on Form 10-K filed on October 19, 2005).
10.13*	Form of indemnification agreement between the Company and certain directors (incorporated by reference to Exhibit 10.22 to Immucor, Inc.’s quarterly report on Form 10-Q filed January 14, 2002).
10.14	Loan Agreement among Immucor, Inc., as borrower, and SunTrust Bank, as lender, dated as of December 18, 2003 (incorporated by reference to Exhibit 10.1 to Immucor, Inc.’s quarterly report on Form 10-Q filed on April 14, 2004).
10.15	Human Extracellular Matrix Mesh Supply Agreement dated June 30, 2003, between the Company and Inamed Corporation (incorporated by reference to Exhibit 10.18 to Immucor, Inc.’s Annual Report on Form 10-K filed on August 16, 2004).
10.16*	Employment Agreement dated May 1, 2004, between the Company and Edward L. Gallup (incorporated by reference to Exhibit 10.19 to Immucor, Inc.’s Annual Report on Form 10-K filed on August 16, 2004).
10.16-1*	Amendment No. 1 to Employment Agreement, dated May 22, 2006, by and between the Company and Edward L. Gallup (incorporated by reference to Exhibit 10.2 to Immucor, Inc.’s Current Report on Form 8-K filed on May 25, 2006).
10.16-2*	Amended and Restated Employment Agreement dated September 7, 2006, by and between the Company and Edward L. Gallup (incorporated by reference to Exhibit 10.1 to Immucor, Inc.’s Current Report on Form 8-K filed on September 13, 2006).

76

10.17*	Consulting Agreement dated March 1, 2007 by and between the Company and Edward L. Gallup (incorporated by reference to Exhibit 10.1 to Immucor, Inc.’s Current Report on Form 8-K filed on March 6, 2007).
10.18*	Employment Agreement dated May 1, 2004, between the Company and Ralph A. Eatz (incorporated by reference to Exhibit 10.20 to Immucor, Inc.’s Annual Report on Form 10-K filed on August 16, 2004).
10.18-1*	Amendment No. 1 to Employment Agreement, dated May 22, 2006, by and between the Company and Ralph A. Eatz (incorporated by reference to Exhibit 10.4 to Immucor, Inc.’s Current Report on Form 8-K filed on May 25, 2006).
10.18-2*	Amendment No. 2 to Employment Agreement, dated June 1, 2007, by and between the Company and Ralph A. Eatz (incorporated by reference to Exhibit 10.5 to Immucor, Inc.’s Current Report on Form 8-K filed on June 25, 2007).
10.19*	Employment Agreement, dated December 1, 2003, by and between the Company and Gioacchino De Chirico (incorporated by reference to Exhibit 10.21/A to Immucor, Inc.’s amended Annual Report on Form 10-K/A filed on December 6, 2006).
10.19-1*	Amendment No. 1 to Employment Agreement, dated May 1, 2004, by and between the Company and Dr. Gioacchino De Chirico (incorporated by reference to Exhibit 10.22 to Immucor, Inc.’s Annual Report on Form 10-K filed on August 16, 2004).
10.19-2*	Amendment to Employment Agreement, dated June 1, 2007, by and between the Company and Dr. Gioacchino De Chirico (incorporated by reference to Exhibit 10.2 to Immucor, Inc.’s Current Report on Form 8-K filed on June 25, 2007).
10.20*	Employment Agreement dated July 28, 2003, between the Company and Didier Lanson (incorporated by reference to Exhibit 10.23 to Immucor, Inc’s Annual Report on Form 10-K filed on October 19, 2005).
10.21*	Employment Agreement dated April 1, 2007, between the Company and Philip H. Moïse (incorporated by reference to Exhibit 10.1 to Immucor, Inc.’s Quarterly Report on Form 10-Q filed on April 5, 2007).
10.22*	Fiscal Year 2008 Bonus Plan and Fiscal Year 2008 Long-Term Incentive Awards Plan (incorporated by reference to Immucor, Inc.’s Current Report on Form 8-K filed on May 31, 2007).
21**	Subsidiaries of the Registrant.
23.1**	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
23.2**	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1**	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a).
31.2**	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a).
32.1**	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Denotes a management contract or compensatory plan or arrangement.

**Filed or furnished herewith

77

(c)Financial Statement Schedule

No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements.

78

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

IMMUCOR, INC.

By:	/s/ Dr. GIOACCHINO DE CHIRICO
	Dr. Gioacchino De Chirico, President and Chief Executive Officer
	(Principal Executive Officer)
	July 27, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Dr. Gioacchino DeChirico

Dr. Gioacchino De Chirico, President and Chief Executive Officer

(Principal Executive Officer)

July 27, 2007

/s/ Patrick D. Waddy

Patrick D. Waddy, Vice President - Chief Financial Officer

(Principal Financial and Accounting Officer)

July 27, 2007

/s/ Roswell S. Bowers

Roswell S. Bowers, Director

July 27, 2007

/s/ Ralph A. Eatz

Ralph A. Eatz, Director, Senior Vice President—Chief Scientific Officer

July 27, 2007

/s/ Michael Goldman

Michael Goldman, Director

July 27, 2007

/s/ Jack Goldstein

Jack Goldstein, Director

July 27, 2007

/s/ John A. Harris

John A. Harris, Director

July 27, 2007

/s/ Joseph E. Rosen

Joseph E. Rosen, Director

July 27, 2007

79

EXHIBIT INDEX

Number		Description
	10.1-6	Lease Amendment, dated August 8, 2002, between the Company and Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
	10.1-7	Amended and Restated Lease Amendment, dated January 18, 2005, between the Company and AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
	10.1-8	Lease Amendment, dated March 31, 2006, between the Company and AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
	10.1-9	Amended and Restated Office Lease Agreement [2975 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
	10.1-10	Amended and Restated Office Lease Agreement [2985 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
	10.1-11	Amended and Restated Office Lease Agreement [2990 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
	10.1-12	Amended and Restated Office Lease Agreement [3130 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
	10.1-13	Amended and Restated Office Lease Agreement [3150 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
	10.1-14	Amended and Restated Office Lease Agreement [7000 Building], dated January 26, 2007, between the Company and Business Park Investors Group, successor in interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., successor in interest to Connecticut General Life Insurance Company.
	10.2	Industrial Multi-Tenant Lease between the Company and AMB Property, L.P., dated December 29, 2005.
	21	Subsidiaries of the Registrant.
	23.1	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
	23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
	31.1	Certification of Principal Executive Officer Pursuant to Rule 13a-14(a).
	31.2	Certification of Principal Financial Officer Pursuant to Rule 13a-14(a).
	32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

80

EX-10.1.6

Exhibit 10.1.6

FOURTH AMENDMENT TO LEASE

This Fourth Amendment to Lease, made and entered into as of this 8th day of August, 2002 by and between Crocker Realty Trust, L.P. (hereinafter referred to as “Lessor”), a Delaware limited partnership doing business in Georgia as Crocker Realty, L.P., successor in interest to Connecticut General Life Insurance Company on behalf of its Separate Account R, and Immucor, Inc., a Georgia corporation (hereinafter referred to as “Lessee”).

WITNESSETH:

Whereas, Lessor’s predecessor in interest and Lessee entered into a Lease Agreement dated as of February 2, 1996 for the Premises located in Suite 600 at 3130 Gateway Drive, and Suite 400, 450, and 500 at 3150 Gateway Drive, Norcross, Georgia 30071, containing 47,452 square feet, which was amended by that certain First Amendment to the Lease Agreement dated March 8, 1998 and which was further amended by that certain Second Amendment to Lease Agreement dated August 18, 1998 and which was further amended by that certain Third Amendment dated August 19, 1999 (such Lease Agreement as so amended by the First Amendment, Second Amendment and Third Amendment is hereinafter referred to as the “Lease).

Whereas, Lessor and Lessee desire to further amend the Lease in certain respects:

Now, Therefore, in consideration of the Premises, the sum of Ten and no/100 Dollars ($10.00) in hand paid by Lessee to Lessor, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Premises:

As of December 1, 2002, the Premises shall be expanded to include 5,241 rentable square feet in Suite 200 at 7000 Peachtree Industrial Boulevard, Norcross, Georgia 30071 (hereinafter referred to as the “Expansion Premises” and attached hereto as Exhibit “A”).  The new size of the Premises shall be 72,384 rentable square feet.

2.Extension:

In further reference to Paragraph 1 of the First Amendment and Paragraph 2 of the third Amendment, the Lease shall be extended for twenty-seven (27) months from August 31, 2005 to November 30, 2007 (the “Termination Date”).

3.Base Rate:

The base rent for the Expansion Premises shall be as follows:

Period	Per Square Foot		Period Total		Monthly
12/1/02 – 11/30/03	$	8.39	$	43,971.99	$	3,664.33
12/1/03 – 11/30/04	$	8.73	$	45,730.87	$	3,810.91
12/1/04 – 11/30/05	$	9.07	$	47,560.10	$	3,963.34
12/1/05 – 11/30/06	$	9.44	$	49,462.51	$	4,121.88
12/1/06 – 11/30/07	$	9.82	$	51,441.01	$	4,286.75

In further reference to Section 3 and Special Stipulation 36 of the Lease, Lessee shall pay rent on the entire Premises based on the following schedule:

Period	Per Square Foot		Period Total		Monthly
12/1/02 – 11/30/03	$	8.39	$	607,301.76	$	50,608.48
12/1/03 – 11/30/04	$	8.73	$	631,593.83	$	52,632.82
12/1/04 – 11/30/05	$	9.07	$	656,857.58	$	54,738.13
12/1/05 – 11/30/06	$	9.44	$	683,131.89	$	56,927.66
12/1/06 – 11/30/07	$	9.82	$	710,457.16	$	59,204.76

4.Improvement Allowance:

Lessor shall provide a Tenant Improvement Allowance to Lessee pursuant to the provisions in the attached Exhibit “B”.

5.Pro-Rata Share:

Tenant’s pro-rata share of the entire Property for calculation purposes shall be thirty-three and 06/100 percent (33.06%).

6.Section 38, Renewal Option, of the Lease shall be based upon the new expiration date as set forth in Paragraph 2, above.

7.Expansion Option:

Provided no material Event of Default by Tenant has occurred, Tenant shall have the first refusal to lease the area identified on Exhibit “A” to this Fourth Amendment to Lease Agreement as the Option Space known as Suite 100 and Suite 300 containing 2,606 square feet and 6,459 square feet respectively (herein so called) on the following terms and conditions:

(a)In the event of a bona fide offer for any part of the Option Space, Landlord shall give written notice (the “Notice”) to Tenant specifying the terms of such offer, and Tenant shall have the option to lease the portion of the Option Space described in the Notice upon the terms stated in the Notice.  As used herein, “bona fide offer” shall mean either a binding or non-binding letter of intent or proposal to or from a specific prospective tenant containing a statement of the material economic terms for a lease of the Option Space.

(b)Landlord must receive written notice from Tenant of its unconditional and irrevocable acceptance of the terms stated in the Notice no later than five (5) days after Tenant’s receipt of the Notice; failing which, Landlord shall be free for a period of three hundred sixty-five (365) days thereafter to lease all or any part of

2

the Option Space, and in connection with such leasing, Landlord may agree to changes to the terms stated in the Notice without Tenant’s consent or approval so long as such changes are the result of arm’s-length negotiations between Landlord and a prospective tenant and not the result of bad faith or collusion.  To the extent (and only to the extent) any part of the Option Space has not been so leased or becomes available again at the end of such 365-day period, Tenant’s right of refusal under this Paragraph shall remain in effect.

(c)If Landlord has received written notice from Tenant of its unconditional and irrevocable acceptance of the terms stated in the Notice not later than five (5) days after Tenant’s receipt of the Notice, the portion of the Option Space described in the Notice shall be deemed added to the Premises, Landlord shall deliver such portion of the Option Space to the Tenant at the time and in the condition described in the Notice, Tenant shall commence payment of Minimum Rent and Additional Rent with respect to such portion of the Option Space in accordance with the terms of the Notice, and all other terms of Tenant’s leasing and occupancy of such portion of the Option Space shall be as provided in the Lease except as otherwise provided in the Notice.  When requested by Landlord, Tenant shall execute an appropriate amendment to this Lease to reflect the addition of such portion of the Option Space to the Premises.

Except as expressly amended hereby, the Lease shall remain in full force and effect.

In Witness Whereof, the parties hereto have set their hand and seal as of the day and year first above written.

			Lessor:
Signed, Sealed and Delivered			Crocker Realty Trust, L.P., a Delaware
in the presence of:			limited partnership doing business in
			Georgia as Crocker Realty, L.P.
/s/ Kim K. Chase			By:	CRT-GP, LLC, a Delaware limited
Printed Name:		Kim K. Chase	liability company, its sole general partner
/s/ Donna E. Green			By:	Crocker Operating Partnership,
Printed Name:	Donna E. Green		L.P., a Delaware limited partnership, its sole
			member
			By:	Crocker Realty Trust, Inc., a
			Maryland corporation, its sole general
			partner
			By:	/s/ Christopher L. Becker
				Name:	Christopher L. Becker
				Title:	Vice President

3

			[Corporate Seal]
Signed, Sealed and Delivered	Lessee: Immucor, Inc.,
in the presence of:	a Georgia Corporation
	By:	/s/ Ralph A. Eatz
Printed Name:	Name:			Ralph A. Eatz
	Its:	Senior Vice President
Printed Name:
				[Corporate Seal]

4

EXHIBIT “A”

Floor Plans for Expansion Premises

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EXHIBIT “B”

Tenant Improvements
[Tenant Builds]

Landlord has made no representation or promise as to the condition of the Premises.  Landlord shall not perform any alterations, additions, or improvements in order to make the Premises suitable and ready for occupancy and use by Tenant.  Tenant has inspected the Premises, is fully familiar with the physical condition of the Premises, and shall accept the Premises “as is,” “where is,” without any warranty, express or implied, or representation as to fitness or suitability.

Tenant shall perform all work necessary or desirable for Tenant’s occupancy of the Premises (the “Tenant Improvements”).  Tenant shall furnish to Landlord, for Landlord’s written approval, a permit set (final construction drawings), if applicable, of plans and specifications for the Tenant Improvements (the “Plans”).  If and to the extent appropriate, considering the nature of the improvements, the Plans shall include the following if applicable:  fully dimensioned architectural plan; electric/telephone outlet diagram; reflective ceiling plan with light switches; mechanical plan; furniture plan; electric power circuitry diagram; plumbing plans; all color and finish selections; all special equipment and fixture specifications; and fire sprinkler design drawings.

The Plans shall comply with all applicable laws, ordinances, directives, rules, regulations, and other requirements improved by any and all governmental authorities having or asserting jurisdiction over the Premises.  Landlord shall review the Plans and either approve or disapprove them, in Landlord’s sole discretion, within a reasonable period of time.  Should Landlord disapprove them, Tenant shall make any necessary but reasonable modifications and resubmit the Plans to Landlord in final form within ten days following receipt of Landlord’s disapproval of them.  The approval by Landlord of the Plans and any approval by Landlord of any similar plans and specifications for any other Alterations or the supervision by Landlord of any work performed on behalf of Tenant shall not (i) imply Landlord’s approval of the plans and specifications as to quality of design or fitness of any material or device used; (ii) imply that the plans and specifications are in compliance with any codes or other requirements of governmental authority (it being agreed that compliance with these requirements is solely Tenant’s responsibility); (iii) impose any liability on Landlord to Tenant or any third party; or (iv) serve as a waiver or forfeiture of any right of Landlord.  The Tenant improvements shall be constructed by a general contractor selected and paid by Tenant and approved by Landlord.  A copy of the contractor’s license(s) to do business in the jurisdiction(s) in which the Premises are located, the fully executed contract between Tenant and the general contractor, the general contractor’s work schedule, and all building or other governmental permits required for the Tenant improvements shall be delivered to landlord prior to commencement of the Tenant Improvements.  Tenant shall cooperate as reasonably necessary so that its general contractor will cause the Tenant improvements to be completed promptly and with due diligence.  The Tenant improvements shall be performed in accordance with the Plans and shall be done in a good and workmanlike manner using new materials.  All work shall be done in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directives, rules, regulations,

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and other requirements of any governmental authorities having or asserting jurisdiction over the Premises.  Prior to the commencement of any work by Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of builder’s risk, comprehensive general liability, and workers’ compensation insurance complying with the requirements set forth in the insurance section of this Lease.  Any damage to any part of the Building Project that occurs as a result of the Tenant improvements shall be promptly repaired by Tenant.

Tenant shall also ensure compliance with the following requirements concerning construction:

1.Tenant and all construction personnel shall abide by Landlord’s job site rules and regulations and fully cooperate with Landlord’s construction representatives in coordinating all construction activities in the Building Project, including, but not limited to, rules and regulations concerning working hours and parking.

2.Tenant shall be responsible for cleaning up any refuse or other materials left behind by construction personnel at the end of each work day.

3.Tenant shall deliver to Landlord all forms of approval provided by the appropriate local governmental authorities to certify that the Tenant Improvements have been completed and the Premises are ready for occupancy, including, but not limited to, a final, unconditional certificate of occupancy.

4.At all times during construction, Tenant shall allow Landlord access to the Premises for inspection purposes.  On completion of the Tenant Improvements, Tenant’s general contractor shall review the Premises with Landlord and Tenant and secure the Landlord’s and Tenant’s acceptance of the Tenant Improvements.

If and for as long as Tenant is not in default under this Lease beyond any applicable grace period, Tenant shall be entitled to a fixed price Tenant Improvement Allowance in the amount of $42,000.00.  The Tenant Improvement Allowance shall be paid to Tenant in reimbursement for the total out of pocket costs paid by Tenant for the Tenant Improvements.  If the total amount paid by Tenant for the Tenant Improvements is less than the Tenant Improvement Allowance, Tenant shall not receive cash or any credit against rent due under this Lease for the unused portion of the allowance.  The Tenant Improvement Allowance shall be paid within 21 days after all of the following events have occurred:  (i) the Tenant Improvements have been substantially completed by June 1, 2003; (ii) Tenant has delivered to Landlord final releases of lien from Tenant’s general contractor and all lienors giving notice and a final contractor’s affidavit from the general contractor and all other receipts and supporting information concerning payment for the work that Landlord may reasonably request; (iii) Tenant has moved into the Premises and opened for business in the Premises; and (iv) Tenant has paid the rent due for the first month of the Lease Term.  Tenant shall provide Landlord with true copies of bills paid by Tenant for the Tenant Improvements, and Landlord shall reimburse Tenant for the amount set forth in the bills up to the amount of the allowance.  At Landlord’s option, the Tenant Improvement Allowance or any portion of it may be paid by Landlord directly to the general contractor performing the Tenant Improvements or to any lienor giving notice.  If Tenant is in default under this Lease

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beyond any applicable grace period, Landlord may, in addition to all its other available rights and remedies, withhold payment of any unpaid portion of the Tenant Improvement Allowance, even if Tenant has already paid for all or a portion of the cost of the Tenant Improvements.

The Tenant Improvement Allowance is being paid by Landlord as an inducement to Tenant to enter into this Lease and as consideration for the execution of this Lease by Tenant and the performance by Tenant under this Lease for the full Lease Term.  If after Tenant has been granted all or any portion of the allowance, the Lease Term is thereafter terminated by virtue of a default by Tenant or Landlord resumes possession of the Premises consequent on a default by Tenant, and Landlord is precluded by applicable law from collecting the full amount of damages attributable to the default as provided in the Default section of this Lease, then, in addition to all other available damages and remedies, Landlord shall also be entitled to recover from Tenant the unamortized portion (calculated using an interest rate of 12% per annum compounded monthly) of the Tenant Improvement Allowance, which sum shall not be deemed rent. This obligation of Tenant to repay the unamortized balance of the Tenant Improvement Allowance to Landlord shall survive the expiration or sooner termination of the Lease Term.

The Tenant Improvement Allowance provisions of this exhibit shall not apply to any additional space added to the original Premises at any time after the Date of this Lease, whether by any options under this Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the initial Lease Term, whether under any options under this Lease or otherwise, unless expressly so provided in this Lease or an amendment to this Lease.

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EX-10.1.7

Exhibit 10.1.7

AMENDED AND RESTATED FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT

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

W I T N E S S E T H:

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

WHEREAS, Landlord and Tenant desire to amend and restate the terms of the Former Fifth Amendment in its entirety pursuant to the terms and conditions hereinafter set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual premises and covenants contained herein and in the Lease, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.             Extended Term.

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

(b)           Provided no event of default by Tenant then exists beyond any applicable notice and cure periods at the time of the giving of Tenant’s notice and as of the commencement date of the applicable Renewal Term, Tenant may extend the term of the Lease for two additional periods  of five (5) years each (each a “Renewal Term”), by delivering written notice of the exercise thereof to Landlord not later than twelve (12) months before the expiration of the Extended Term, or the expiration of the first Renewal Term, as applicable.  Time is of the essence with respect to the foregoing.  Tenant may not exercise the option for the second Renewal Term unless it exercised the option for the first Renewal Term.  The Base Rent payable for each month during each Renewal Term shall be the equal to one-twelfth (1/12th) of the product of (i) the total rentable square feet within the Premises as of the commencement of such Renewal Term and (ii) the prevailing per square foot rental rate (the “Prevailing Rental Rate”), at the commencement of such Renewal Term, for renewals of space of equivalent quality, size, utility and location in the Building Project and comparable buildings in the Market Area (as hereinafter defined), taking into account all relevant factors including, without limitation, the length of the Renewal Term and the credit standing of Tenant to be taken into account, provided that the Prevailing Rental Rate shall in no event be less than the rate of Base Rent applicable immediately prior to the expiration of the Extended Term, or the first Renewal Term, as applicable.  Landlord shall, within twenty (20) days after the receipt of Tenant’s notice of exercise, notify Tenant in writing of Landlord’s reasonable determination of the Prevailing Rental Rate for the Premises for the applicable Renewal Term.  Thereafter, Tenant shall have ten (10) days from its receipt of Landlord’s notice to notify Landlord

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

Within five (5) days after the expiration of the Negotiation Period, Tenant shall notify Landlord of Tenant’s selection of a real estate broker who shall act on Tenant’s behalf in determining the Prevailing Rental Rate.  After Tenant delivers its notice to Landlord as set forth above, Landlord shall notify Tenant of Landlord’s selection of a real estate broker who shall act on Landlord’s behalf in determining the Prevailing Rental Rate.  Within twenty (20) days after the selection of Tenant’s and Landlord’s broker, the two (2) brokers shall render a joint written determination of the Prevailing Rental Rate, which joint determination shall be final, conclusive and binding for the applicable Renewal Term.  If the two (2) brokers are unable to agree upon a joint written determination within said twenty (20) day period, the two brokers shall select a third broker within such twenty (20) day period and shall each submit a determination of the Prevailing Rental Rate to such third broker.  In the event the two brokers cannot agree on a third, Landlord or Tenant may request that the local chapter of the Board of Realtors appoint a party to act as the third broker.  Within ten (10) days after the appointment of the third broker, the third broker shall render a written determination of the Prevailing Rental Rate, which must be either the Landlord’s broker’s determination as submitted or the Tenant’s broker’s determination as submitted, but no other amount and no compromise between the two, with the third broker’s determination being final, conclusive and binding on both parties.  All brokers selected or appointed in accordance with this subparagraph shall have at least ten (10) years prior experience in the commercial office leasing market of the Northeast Atlanta metropolitan area (“Market Area”). No brokers selected or appointed in accordance with this subparagraph shall be or have been affiliated with either party or employed by either party in the Market Area.  If either Landlord or Tenant fails or refuses to select a broker, the other broker shall alone determine the Prevailing Rental Rate.  Landlord and Tenant agree that they shall be bound by the determination of Prevailing Rental Rate pursuant to this paragraph.  Landlord shall bear the fee and expenses of its broker; Tenant shall bear the fee and expenses of its broker; and Landlord and Tenant shall share equally the fee and expenses of the third broker, if any.

Notwithstanding anything to the contrary contained herein, in the event the Prevailing Rental Rate determined in accordance with this subsection (b) is less than the rate payable upon the expiration of the Extended Term, the Prevailing Rental Rate will be automatically adjusted to be the annual Base Rent in effect during the last year of the Extended Term subject to the same percentage rate escalation on each anniversary of the commencement date of the Extended Term in place during the original Term.  The Prevailing Rental Rate determined in accordance with this subsection (b) shall be final, binding and conclusive upon the parties and such determination shall not be subject to dispute or challenge in court or otherwise.

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

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

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

2.             Expansion.

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

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

(c)           In the event that Landlord has not delivered the Expansion Space to Tenant in Required Delivery Condition within ninety (90) days after the Effective Date, Landlord shall give Tenant a good faith estimate of the period of time required in order for Landlord to cause the Expansion Space to be in Required Delivery Condition.  Within thirty (30) days after the later to occur of (x) the expiration of such 90-day period, or (y) the date on which Tenant

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receives such estimate from Landlord, Tenant, at Tenant’s option, shall have the right to terminate this Amendment by giving notice to Landlord within such thirty (30) day period, time being of the essence with respect to the foregoing.  If Tenant timely terminates this Amendment pursuant to the preceding sentence, Landlord, at Tenant’s option, shall lease to Tenant the 6,459 rentable square feet known as Suite 300 of the Building known as 7000 Peachtree Industrial on the same terms and conditions set forth in the Lease (without regard to this Amendment), except that Tenant shall receive a Tenant Improvement Allowance equal to $96,885.00 (i.e., $15.00 per rentable square foot of Suite 300).   If Tenant elects to lease such space, Landlord and Tenant shall enter into a formal amendment to the Lease to memorialize such amendment to the Lease.  In the event that Tenant fails to timely elect to terminate this Amendment in accordance with this subsection (c), Tenant shall no longer have the right to terminate this Amendment and this subsection (c) shall be of no further force and effect.

3.             Expansion Term.  The demised term with respect to the Expansion Space shall commence on the Expansion Effective Date and shall continue through June 30, 2016, coterminous with the expiration of the Extended Term.

4.             Base Rent.

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

b.             Notwithstanding the foregoing to the contrary, Base Rent for the Original Premises for the remainder of the current Term and for the entire Extended Term shall be calculated in accordance with the following:

Time Period	Square Footage	Base Rent PSF per Annum	Monthly Base Rent
Effective Date - 11/30/05	72,384	$9.07	$54,710.24
12/1/05-11/30/06	72,384	$9.44	$56,942.08
12/1/06-11/30/07	72,384	$8.14	$49,100.48
12/1/07-11/30/08	72,384	$6.52	$39,328.64
12/1/08-11/30/09	72,384	$6.76	$40,776.32
12/1/09-11/30/10	72,384	$7.01	$42,284.32
12/1/10-11/30/11	72,384	$7.28	$43,912.96
12/1/11-11/30/12	72,384	$9.22	$55,615.04
12/1/12-11/30/13	72,384	$9.50	$57,304.00
12/1/13-11/30/14	72,384	$9.79	$59,053.28
12/1/14-11/30/15	72,384	$10.08	$60,802.56
12/1/15-6/30/16	72,384	$10.38	$62,612.16

Base Rent for the Expansion Space for the entire Extended Term shall be calculated in accordance with the following:

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

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c.             So long as the Lease is in full force and effect and no event of default has occurred beyond any applicable notice and cure periods, Landlord will pay to Tenant, within five (5) days following the Expansion Effective Date, the sum of One Hundred Thirty-Five Thousand Nine Hundred Forty-Eight and 75/100 Dollars ($135,948.75) (the “Expansion Inducement Fee”).  In the event Landlord fails to timely pay to Tenant the Expansion Inducement Fee as set forth in this Section 4(c), such fee shall bear interest at the lesser rate of eighteen percent (18%) or the maximum lawful rate and Tenant shall be entitled to offset the next installments of Base Rent against such Expansion Inducement Fee until exhausted.

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

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

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

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

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

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

“Base Year” shall mean calendar year 2005.

“Comparative Year” shall mean each calendar year subsequent to the Base Year.

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

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

Landlord’s Insurance Costs.  The term “Landlord’s Insurance Costs” shall mean all insurance carried by Landlord with respect to the Building so long as such insurance is of a type customarily carried by owners of comparable buildings or required by any mortgagee of the Building.

Common Area Costs.  The term “Common Area Costs” shall mean the reasonable expenses incurred by Landlord at its discretion, for the operation and maintenance of the common areas, including, without limiting the generality of the foregoing, costs for lighting, painting, cleaning, traffic control, policing, inspection, landscaping and repairing and replacing the common areas, or any part thereof together with a reasonable allowance for Landlord’s direct overhead for such services, and any and all water consumed on the Premises which is not separately metered to Tenant.

Common Area Costs shall exclude:  (i) leasing commissions, rent concessions to tenants, and tenant improvements; (ii) executive’s salaries above the grade of building/property manager;(iii) expenditures for capital items, except as provided in the next paragraph; (iv) cost of repairs or replacements necessitated by the exercise of the power of eminent domain, or incurred by reason of fire or other casualty, except to the extent of a commercially reasonable deductible amount; (v) costs for which Landlord is reimbursed by insurance proceeds or pursuant to warranties; (vi) depreciation; (vii) rent under any underlying ground lease; (viii) interest and principal due under any mortgages encumbering the Building; (ix) costs incurred in negotiating or enforcing leases against tenants, including attorneys’ fees; (x) interest and penalties for the late payment of any Real Estate Taxes; (xi) advertising and promotional expenditures; and (xii) cost of furnishing services to any tenant to the extent materially in excess of the services provided to Tenant or to which Tenant is entitled under the Lease.

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

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

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period, shall be “grossed up” to the amount that would reasonably have been incurred during that period if Landlord had furnished the applicable item of work, services, or utilities to the applicable portion of the Building Project.  If the provisions of this subsection are applied in any calendar year the Base Year Amount shall likewise be adjusted for the calendar year on which it is based.

e.             Payment.  Landlord shall reasonably estimate the Common Area Costs, Landlord’s Insurance Costs and Real Estate Taxes that will be payable for each calendar year during the Lease Term in advance and Tenant shall pay one twelfth of Tenant’s Share of such estimate monthly in advance, together with the payment of Base Rent.  After the end of such each calendar year, Landlord shall furnish Tenant a detailed statement of the actual Common Area Costs, Landlord’s Insurance Costs and Real Estate Taxes for the year.  If the actual Common Area Costs, Landlord’s Insurance Costs and Real Estate Taxes exceed the monthly estimates, Tenant shall pay the shortfall to Landlord within thirty (30) days of Landlord’s invoice.  If the actual Common Area Costs, Landlord’s Insurance Costs and Real Estate Taxes are less than the monthly estimates, the excess will, at Landlord’s election, either be promptly refunded to Tenant or be credited against Tenant’s monthly Common Area Costs, Landlord’s Insurance Costs and Real Estate Taxes obligations.  Tenant waives and releases any and all objections or claims relating to Common Area Costs for any calendar year unless, within 90 days after Landlord provides Tenant with the annual statement of the actual Common Area Costs for the calendar year, Tenant provides Landlord notice that it disputes the statement.

f.              Audit.  Provided no event of default then exists beyond any applicable notice and cure periods, after receiving an annual Common Area Costs statement and giving Landlord not less than five (5) business days prior written notice of the date on which Tenant desires to conduct the audit, Tenant may, at Tenant’s expense, inspect or audit Landlord’s records relating to Common Area Costs for the period of time covered by such Common Area Costs statement in accordance with the following provisions.  If Tenant fails to notify Landlord in writing within ninety (90) days after the statement has been delivered to Tenant that Tenant desires to conduct an audit, or if Tenant fails to conclude its audit or inspection and notify Landlord of any objections within one hundred twenty (120) days after the statement has been delivered to Tenant, then Tenant shall have waived its right to object to the calculation of Common Area Costs for the year in question and the calculation of Common Area Costs set forth on such statement shall be final and binding on both Landlord and Tenant.   Tenant’s audit or inspection shall be conducted where Landlord maintains its books and records, shall not unreasonably interfere with the conduct of Landlord’s business, and shall be conducted only during business hours reasonably designated by Landlord.  Tenant may not conduct an inspection or have an audit performed more than once during any calendar year.  Tenant or the accounting firm conducting such audit shall, at no charge to Landlord, submit its audit report in draft form to Landlord for Landlord’s review and comment before the final approved audit report is submitted to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report.  If such inspection or audit reveals that an error was made in the Common Area Costs previously charged to Tenant, then Landlord shall, at Landlord’s option, either refund to Tenant any overpayment of any such costs or apply such overpayment as a credit to the next installments of Common Area Costs due under the Lease, or Tenant shall pay to Landlord any underpayment of any such costs, as the case may be, within thirty (30) days after notification thereof.  If Tenant audits Landlord’s books and such inspection or audit reveals that Landlord’s itemized statement overstated the Common Area Costs for the period in question by more than five percent (5%) then, in addition to reimbursement from Landlord as aforesaid for any such excess, Landlord shall reimburse Tenant for the reasonable, actual costs of such audit.  Provided Landlord’s accounting for Common Area Costs is consistent with the terms of the Lease, Landlord’s good faith judgment regarding the proper interpretation of the Lease and the proper accounting for Common Area Costs shall be binding on Tenant in connection with any such audit or inspection.  Tenant shall maintain the results of each such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (1) reasonably acceptable to Landlord, (2) which is not compensated on a contingency fee basis or in any other

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

g.             Proration.  If the demised term of the Lease expires other than on December 31, then the Common Area Costs for the first or last calendar year of the Extended Term, as the case may be, shall be appropriately prorated.  The proportionate share shall be based on the number of days that the Lease shall have been in existence during the year.

h.             Delay in Billing.  Any delay or failure of Landlord in billing for any Rent under this article shall not constitute a waiver of or in any way impair the continuing obligation of Tenant to pay the Rent.  If any statement of Common Area Costs, Landlord’s Insurance Costs or Real Estate Taxes should not be determined on a timely basis, Tenant shall continue to make payments at the rate in effect during the preceding period, and promptly following the final determination by Landlord there shall be an appropriate adjustment and payment by Tenant of all amounts on account of Common Area Costs that would have been payable if the Common Area Costs, Landlord’s Insurance Costs or Real Estate Taxes had been timely determined.”

6.             Condition of Expansion Space.  Except as set expressly set forth in this Amendment and the Work Letter attached hereto as Exhibit B and by this reference made a part hereof, (a) the Expansion Space shall be delivered to Tenant by Landlord “AS IS, WHERE IS AND WITH ALL FAULTS” and (b) Landlord is not obligated to perform any tenant improvements therein or to provide any tenant improvement allowances with respect thereto.

7.             Right of Offer.

a.             During the Extended Term (excluding any holdover period), so long as the Lease is in full force and effect and no event of default has occurred, beyond any applicable notice and cure periods either at the time of the Offer (as defined below) or as of the effective date of the proposed expansion of the Premises to include the Offer Space as set forth herein, Landlord hereby grants to Tenant a one-time right of offer (the “Right of Offer”) to expand the Premises to include any space within the buildings located at 2975 Gateway Drive, Norcross, Georgia, 2990 Gateway Drive, Norcross, Georgia, 3130 Gateway Drive, Norcross, Georgia, 3150 Gateway Drive, Norcross, Georgia, and 7000 Peachtree Industrial Boulevard, Norcross, Georgia (the “Offer Space”) when it “becomes available,” subject to the terms and conditions set forth herein and subject and subordinate only to the specific prior rights of other tenants identified on Exhibit C attached hereto and made a part hereof.

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

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

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

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

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

8.             Reduction.             Tenant shall have the one-time-only option to decrease the rentable square footage of the Premises effective as of November 30, 2009 to an amount equal to not less than ninety percent (90%) of the number of square feet contained within the Premises as of May 30, 2009 (the “Retained Space”) by delivering Landlord written notice of its election to reduce the Premises no later than May 30, 2009, along with (a) plans setting forth the proposed size, location and configuration of Tenant’s Retained Space as separated from the remainder of the original Premises (the “Released Space”), (b) a reduction fee in good and collectable funds equal to  $4.22 x the rentable square footage of the Released Space, and (c) reimbursement for any then remaining unamortized Tenant Improvement Allowance (as defined in Exhibit B) and unamortized brokerage commission paid by Landlord in connection with this Amendment which are attributable to the Released Space.  All Tenant Improvement Allowance and brokerage commission shall be deemed amortized over the entire Extended Term in equal monthly installments at an interest rate of 8% per annum.  Any Released Space shall, in Landlord’s reasonable discretion (i) not constitute less than 5,000 rentable square feet; (ii) comprise a commercially leaseable space; and (iii) comply with all applicable building code requirements without requiring the construction of any new corridors (unless such costs are paid by Tenant and Landlord approves the plans for such construction, which approval shall not be unreasonably withheld or delayed). Tenant shall be solely responsible for all reasonable costs incurred by Landlord to separately demise the Released Space as a stand-alone suite.  Once Tenant’s plans for the Retained Space have been approved by Landlord, the revised number of rentable square feet so determined for the Retained Space shall be deemed to be the number of rentable square feet in the “Premises” for all purposes under the Lease (and thereafter not subject to contest by either party), which shall include, as applicable, an appropriate adjustment in the definition of Tenant’s Share and the calculation of Base Rent hereunder.  If Tenant does not timely exercise its rights pursuant to the terms of this Section 8, the reduction right set forth in this Section 8 shall be of no further force or effect, and the rentable square footage set forth in Section 2 above shall be deemed to have been conclusively determined and to not be subject to contest by either party.  If Tenant does exercise its rights pursuant to this Section 8, the parties shall enter into an amendment which appropriately reflects the reduction in the size of the Premises.

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

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

11.           Parking.

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

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

c.             Landlord reserves the right to (a) reduce the number of spaces in the Parking Areas as long as the number of spaces remaining is in compliance with all applicable governmental requirements and does not reduce the number of spaces Tenant may use below Tenant’s Parking Ratio; (b) to reserve spaces for the exclusive use of specific tenants, visitors or other parties; and (c) change the Parking Areas or access thereto, provided that such change does not materially alter the size or location of the Parking Areas or Tenant’s access thereto, and some manner of reasonable access to the Parking Areas remains after the change; and none of the foregoing shall entitle Tenant to any claim against Landlord or to any abatement of Rent.

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

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13.           Brokers.  Tenant warrants and represents to Landlord that except for Newmark Southern Region, no broker, finder, real estate agent or other person is entitled to a commission, fee or other compensation in connection with or as a result of this Amendment or the transactions contemplated hereby or hereunder.  The commission of the broker identified above shall be paid by Landlord pursuant to a separate agreement.  Tenant hereby indemnifies and holds harmless Landlord from any and all claims, losses, costs and damages (including reasonable attorneys’ fees) arising in connection with any claims against Landlord for broker commissions, fees, or other compensation; the foregoing indemnity shall not include the fees of the broker(s) identified above.

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

15.           Miscellaneous.  To the extent the provisions of this Amendment are inconsistent with the Lease, the terms of this Amendment shall control.  Except as expressly amended or modified herein, all other terms, covenants and conditions of the Lease shall remain in full force and effect and this Amendment shall be binding upon the parties hereto and their respective successors and assigns.  This Amendment shall be governed by the laws of the State in which the Building is located.  Any terms used in this Amendment as defined terms, but which are not defined herein, shall have the meanings attributed to those terms in the Lease.  The submission of this Amendment to Tenant for examination or consideration does not constitute an offer to amend the Lease, and this Amendment shall become effective only upon the execution and delivery thereof by both Landlord and Tenant.  The Lease, as amended hereby, contains the entire agreement between the parties with respect to the space demised by the Lease, as amended, and no representations, inducements, promises, agreements, oral or otherwise, between the parties not embodied in the Lease, as amended hereby, shall be of any force and effect.  Time is of the essence as to all of the obligations of Tenant under the Lease and this Amendment.  This Amendment has been negotiated “at arm’s length” by Landlord and Tenant, each having the opportunity to be represented by legal counsel.  Therefore, this Amendment shall not be more strictly construed against either party by reason of the fact that one party may have drafted this Amendment.  This Amendment may be executed by the parties signing different counterparts of this Amendment, which counterparts together shall constitute the agreement of the parties.

16.           Notices.  As of the date hereof, Landlord’s notice addresses is hereby updated to the following: Crocker Realty Trust, L.P., 1301 Avenue of the Americas, New York, NY 10019, with a copy to Parthenon Realty, LLC, 11700 Great Oaks Way, Suite 200, Alpharetta, GA 30022, with a copy to the building management office at the Building Project, attention:  On-Site Property Manager.

17.           Landlord Default.    If Landlord fails to observe or perform any term or covenant required to be observed or performed by it under the Lease which failure materially, adversely affects Tenant’s use and occupancy of or access to the Premises, and Landlord does not cure such failure within thirty (30) days (or within a reasonable time thereafter if necessary under the circumstances so long as Landlord is diligent in its prosecution of the cure of such failure), or within five (5) days if such failure on behalf of Landlord creates an emergency situation immediately threatening persons or property or rendering all, or substantially all of the Premises untenantable, after receipt of written notice from Tenant specifying such failure and requesting that it be remedied, then, subject to the provisions of Section 30 of the Lease, Tenant shall be entitled, at its election, to exercise concurrently or successively, any one or more of the rights available in law or equity under the laws of the State of Georgia.  Notwithstanding the foregoing to the contrary, Tenant shall have no right, and hereby expressly waives any right to, perform any work on behalf of Landlord or otherwise exercise “self help” and any right to deduct or withhold any amounts from any rentals due hereunder.  Tenant acknowledges and agrees that all of its covenants and obligations contained herein are independent of Landlord’s covenants and obligations contained herein.  Tenant shall neither be relieved from the performance of any of its covenants and obligations (including, without limitation, the obligation to pay Rent) nor entitled to terminate the Lease, due to a breach or default by Landlord of any of its obligations covenants or obligations, unless expressly permitted to the contrary by the terms of the Lease.

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

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paid under the applicable ISO Causes of Loss — Special Form fire and casualty insurance carried by the party whose property is damaged.  These waivers shall apply if the damage would have been covered by a customary ISO Causes of Loss — Special Form insurance policy, even if the party fails to obtain such coverage.  The intent of this provision is that each party shall look solely to its insurance with respect to property damage or destruction which can be covered by ISO Causes of Loss — Special Form insurance.  To further effectuate the provisions of this Section 18, Landlord and Tenant both agree to provide copies of the Lease, as amended by this Amendment (and in particular, these waivers) to their respective insurance carriers and to require such insurance carriers to waive all rights of subrogation against the other party with respect to property damage covered by the applicable ISO Causes of Loss — Special Form fire and casualty insurance policy.

19.           Monument Signage.  Subject to compliance with all applicable laws, ordinances and governmental approvals (the compliance with which, including the procurement of all necessary permits and licenses, is Tenant’s responsibility), Tenant shall have the right to install, at Tenant’s sole cost and expense, a monument sign bearing Tenant’s name (“Tenant’s Monument Signage”) in accordance with the location(s), size, color, design, material, content, lighting and other characteristics reasonably approved in advance, in writing by Landlord.  At Tenant’s sole cost and expense, Tenant shall maintain Tenant’s Monument Signage in good condition, subject to Landlord’s reasonable approval as to Tenant’s maintenance plan and implementation.  Upon either: (i) an event of default, which has not been cured within the applicable cure period, if any; (ii) the expiration or earlier termination of the Lease, (iii) the assignment of the Lease or sublet of the Premises, to any party other than an Affiliate or (iv) the occurrence of an event which causes the rentable square feet leased to Tenant to fall below 95,000 rentable square feet, Landlord shall have the right, but not the obligation, to remove Tenant’s Monument Signage, to repair all injury or damage resulting from such removal, and Tenant shall reimburse Landlord for all actual costs incurred in connection with such removal and repair.  Landlord hereby approves the design of the initial Tenant’s Monument Signage described on Exhibit E attached hereto, and Landlord shall not unreasonably withhold its consent to the proposed size and other characteristics of Tenant’s Monument Signage so long as such proposed signage is substantially similar to other monuments located on the Property.

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

21.           Use.        Landlord hereby acknowledges and agrees that, subject to the terms of the Lease (including, without limitation, the obligation to comply with all laws and ordinances), Tenant shall be permitted to occupy and use the Premises for the following uses in addition to those uses otherwise permitted by the Lease:  light manufacturing, distribution, and a small animal colony in connection with Tenant’s research and development laboratory.

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

[SIGNATURES APPEAR ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties herein have hereunto set their hands and seals, the day and year first above written.

LANDLORD:
AP-SOUTHEAST REALTY, LP, A Delaware limited partnership
By:   AP-SOUTHEAST GP
	By:	/s/ WILLIAM F. FUSEMAN III
	Print Name:	William F. Fuseman III
	Title:	Senior Vice President

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

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Exhibit A

[ATTACH FLOOR PLAN FOR EXPANSION SPACE]

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Exhibit B

TENANT IMPROVEMENTS

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

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

3.             Tenant shall deliver to Landlord preliminary space plans, prepared by Gensler, (“Preliminary Plans”) showing the improvements Tenant desires to construct in the Expansion Space (and, to the extent applicable, in the Original Premises).  Landlord will cooperate fully with Tenant and Ginzler and Associates, Tenant’s architect and the Building engineer to facilitate the preparation of the Plans, which Tenant will cause it architect and the Building engineer to prepare and which shall be consistent with the Preliminary Plans.  Landlord will respond promptly to any requests for information submitted by Tenant and Tenant’s architect and the Building engineer. Upon request by Tenant, Landlord will meet promptly with Tenant’s architect and the Building engineer to review and discuss the Plans. Promptly following the completion of the Plans, Tenant shall cause the Plans to be delivered to Landlord for Landlord’s written approval.  Landlord’s approval of the Plans shall not be unreasonably withheld, except for any elements of the Tenant Improvements which may affect the Building’s structure or systems, in which event Landlord may withhold its approval in its sole discretion.  Landlord must notify Tenant of its approval or disapproval of the Plans within ten (10) days of Tenant’s delivery thereof to Landlord. Landlord’s failure to respond to the Plans submitted by Tenant for Landlord’s approval within such ten (10) day period shall be deemed to be Landlord’s approval of such Plans.  The Plans shall be prepared by the Tenant’s architect, except for the electrical and mechanical plans, which shall be prepared by the approved Building licensed professional engineer, Leapley Construction Group of Atlanta, LLC.  Both the architect and Building engineer will be employed by Tenant pursuant to written contracts between Tenant and each of them.  The Plans shall comply with all applicable laws, ordinances,

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

4.             If Landlord validly disapproves any portion of the Plans, Tenant shall cause the Plans to be revised and resubmitted to Landlord as soon as possible and Landlord shall have three (3) business days to review and notify Tenant of Landlord’s approval or disapproval of the revised Plans, which approval shall not be unreasonably withheld based on the same standards set forth above.  Any approval by Landlord of any similar plans and specifications for any other Alterations or the supervision by Landlord of any work performed on behalf of Tenant shall not:  (a) imply Landlord’s approval of the quality of design or fitness of any material or device used; (b) imply that the Plans are in compliance with any codes or other requirements of governmental authority; (c) impose any liability on Landlord to Tenant or any third party; or (d) serve as a waiver or forfeiture of any right of Landlord.  Landlord hereby approves those plans prepared by Gensler & Associates dated January 19, 2004 with respect to 6459 rentable square feet located at 7000 Gateway Drive.  Landlord further agrees not to unreasonably withhold, condition or delay its approval as to any Plans presented by Tenant for the Expansion Space which provide for the installation of substantially similar improvements as were installed by Tenant and approved by Landlord for the Original Premises.

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

6.             Tenant shall perform the Tenant Improvements in a good and workmanlike manner, using Building Standard materials.  Other than as set forth in this Work Letter or in the Amendment to which this Work Letter is attached, (a) Landlord has made no representation or promise as to the condition of the Premises, (b) Tenant has inspected the Premises and is fully familiar with the physical condition of the Premises, and shall accept the Premises in its then existing “as is,” “where is” condition, (c)  Landlord shall not perform any work and shall not perform any work as to any portions of the Premises, (d) Landlord has made no warranty, express or implied, or representation as to fitness or suitability, and (e) Landlord will not be liable for any latent or patent defect in the Premises.

7.             Tenant shall have the right to request changes from time to time in the Plans if approved by Landlord, which approval shall not be unreasonably withheld so long as Tenant pay all increases in the Work Cost (subject to Landlord providing the tenant improvement allowance)

8.             Tenant shall perform all work not shown on the Plans.

9.             The tenant improvement allowance shall be paid within twenty-one days after all of the following events have occurred:  (a) the Tenant Improvements have been Substantially Completed; (b) Tenant has delivered to Landlord final releases of lien from Tenant’s general contractor and all subcontractors and material suppliers and a final contractor’s affidavit from the general contractor in accordance with the laws of the State where the Premises are located, and in a form and substance reasonably acceptable to Landlord; (c) Tenant has moved into the Expansion Space and opened for business in the Expansion Space; and (d) Tenant has paid the Rent due for the first month of the demised term with respect to the Expansion Space.  Tenant shall provide Landlord with true copies of bills paid by Tenant for the Tenant Improvements, and Landlord shall reimburse Tenant for the amount set forth in the bills up to the amount of the tenant improvement allowance.  At Landlord’s option, the tenant improvement allowance or any portion of it may be paid by Landlord directly to the general contractor, subcontractor or material supplier performing the Tenant Improvements who notifies Landlord that it has not been paid.  If Tenant is in default under this Lease beyond any applicable notice and cure period, Landlord may, in addition to all its other available rights and remedies, withhold payment of any unpaid portion of the tenant improvement allowance.  If Tenant makes an appropriate request, prior to the expiration of such one hundred eighty (180) day period as provided in Section 2 above, for disbursement of the tenant improvement allowance and has satisfied the requirements of items (a) — (d) above, Landlord will be obligated to make the disbursement of the requested portion of the tenant improvement allowance even though Landlord’s twenty-one (21) day period to make the disbursement occurs more than one hundred eighty days after the Expansion Effective Date.

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

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under any options under the Lease or otherwise, or to any portion of the Premises or any additions to the Premises in the event of a renewal or extension of the Extended Term, whether under any options under the Lease or otherwise, unless expressly so provided in the Lease or an amendment to the Lease.

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Exhibit C

[attach list of superior rights to Offer Space]

none

18

Exhibit D

[attach description of Parking Areas]

19

EX-10.1.8

Exhibit 10.1.8

SIXTH AMENDMENT TO OFFICE LEASE AGREEMENT

THIS SIXTH AMENDMENT TO OFFICE LEASE AGREEMENT (“Amendment”) is made and entered into as of the 31 day of March, 2006 (the “Effective Date”), by and between AP-SOUTHEAST REALTY LP, a Delaware limited partnership, successor by name change to Crocker Realty Trust, L.P., which, in turn, is successor-in-interest to Connecticut General Life Insurance Company, (“Landlord”), and IMMUCOR, INC., a Georgia corporation (“Tenant”).

W I T N E S S E T H:

WHEREAS, Tenant and Landlord entered into that certain Office Lease Agreement, dated as of February 2, 1996, as amended by that certain First Amendment to Lease Agreement dated as of March 8, 1998, as amended by that certain Second Amendment to Lease Agreement dated as of August 18, 1998, as amended by that certain Third Amendment to Lease Agreement dated as of August 19, 1999, as amended by that certain Fourth Amendment to Lease Agreement dated as of August 8, 2002, and as further amended by that certain Amended and Restated Fifth Amendment to Lease Agreement dated as of January 18, 2005 (the “Fifth Amendment”) (as so amended, the “Lease”), with respect to therein described space (the “Original Premises”) located as more particularly described in the Lease in the buildings known as 2975 Gateway Drive, Norcross, Georgia, 3130 Gateway Drive, Norcross, Georgia, 3150 Gateway Drive, Norcross, Georgia, and 7000 Peachtree Industrial Boulevard, Norcross, Georgia (each individually and/or collectively, the “Building”) located in that certain office park known as Colony Center Business Park (the “Building Project”); and

WHEREAS, Landlord and Tenant desire to amend the Lease pursuant to the terms and conditions hereinafter set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual premises and covenants contained herein and in the Lease, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.             Expansion.

As of the Effective Date, the Original Premises consist of 108,637 rentable square feet.  Effective on April 1, 2006 (the “Expansion Effective Date”), the Original Premises shall be increased for all purposes under the Lease (other than the construction, work letter and improvement allowance provisions thereof) by an agreed 2,606 rentable square feet known as Suite 100 of the Building known as 7000 Peachtree Industrial as more particularly shown cross-hatched on Exhibit A attached hereto and made a part hereof (the “Expansion Space”).  Following the addition of the Expansion Space and thereafter during the Expansion Term (as hereinafter defined), the total space leased from Landlord to Tenant, and by Tenant from Landlord, pursuant to the terms of the Lease as amended hereby (and therefore, the “Premises” under the Lease) shall equal an agreed 111,243 rentable square feet.  The number of rentable square feet in the Expansion Space includes an add-on factor for common areas in the Building and has been agreed upon by the parties as final and correct and not subject to challenge or dispute by either party.

2.             Expansion Term.  The demised term with respect to the Expansion Space (“Expansion Term”) shall commence on the Expansion Effective Date and shall continue through June 30, 2016, coterminous with the expiration of the demised term for the Original Premises.

3.             Base Rent.

a.             Except as set forth herein, commencing on the Expansion Effective Date, all obligations for Common Area Costs, Real Estate Taxes, Landlord’s Insurance Costs and all other charges applicable to the Original Premises during the Lease Term shall be applicable to the Expansion Space during the Expansion Term calculated at the same rates, amounts and timing of increases.

b.             Notwithstanding the foregoing to the contrary, Base Rent for the Expansion Space shall be calculated in accordance with the following:

Time Period	Base Rent PSF per Annum	Monthly Base Rent
4/1/06-11/30/06	$7.73	$1,678.70
12/1/06-11/30/07	$6.28	$1,363.81
12/1/07-11/30/08	$6.52	$1,415.93
12/1/08-11/30/09	$6.76	$1,468.05
12/1/09-11/30/10	$7.01	$1,522.34
12/1/10-11/30/11	$7.28	$1,580.97
12/1/11-11/30/12	$9.22	$2,002.28
12/1/12-11/30/13	$9.50	$2,063.08
12/1/13-11/30/14	$9.79	$2,126.06
12/1/14-11/30/15	$10.08	$2,189.04
12/1/15-6/30/16	$10.38	$2,254.19

Notwithstanding the foregoing to the contrary, Base Rent for the Expansion Space only shall be conditionally abated from April 1, 2006 until August 31, 2006.  Commencing upon September 1, 2006, Tenant shall make Base Rent payments for the Expansion Space as otherwise provided above.  Notwithstanding such abatement of Base Rent (a) all other sums due under the Lease, including Base Rent for the Original Premises and Additional Rent and Operating Costs for the entire Premises shall be payable as provided in the Lease, and (b) any increases in Base Rent set forth in the Lease shall occur on the dates scheduled therefore.  The abatement of Base Rent provided for in this provision is conditioned upon Tenant’s full and timely performance of all of its obligations under the Lease.  If at any time during the Expansion Term an Event of Default by Tenant occurs, then the abatement of Base Rent provided for in this provision shall immediately become void, and Tenant shall promptly pay to Landlord, in addition to all other amounts due to Landlord under the Lease, the full amount of all Base Rent herein abated.

c.             The Base Year with respect to the Expansion Space only shall be deemed to be calendar year 2006.

d.             Tenant’s Share with respect to the Expansion Space shall be 1.19%.

4.             Condition of Expansion Space.  Except as set expressly set forth in the Work Letter attached hereto as Exhibit B and by this reference made a part hereof, (a) the Expansion Space shall be delivered to Tenant by Landlord “AS IS, WHERE IS AND WITH ALL FAULTS” and (b) Landlord is not obligated to perform any tenant improvements therein or to provide any tenant improvement allowances with respect thereto.

5.             Right of Offer.  The Right of Offer set forth in the Fifth Amendment is hereby revised so that the Offer Space shall be defined as “any space within the buildings located at 2975 Gateway Drive, Norcross, Georgia, 2990 Gateway Drive, and 7000 Peachtree Industrial Boulevard, Norcross, Georgia” only. 

6.             Acknowledgement.  Tenant hereby acknowledges that, to Tenant’s current knowledge (without inquiry)  Landlord is not in default of its obligations arising pursuant to the Lease as of the date of this Amendment and that, except as set forth on Exhibit B attached hereto, Landlord has fully performed any tenant improvement, buildout or construction allowance obligations set forth in the Lease.

7.             Brokers.  Tenant warrants and represents to Landlord that except for Newmark Southern Region, no broker, finder, real estate agent or other person is entitled to a commission, fee or other compensation in connection with or as a result of this Amendment or the transactions contemplated hereby or hereunder.  The commission of the broker identified above shall be paid by Landlord pursuant to a separate agreement.  Tenant hereby indemnifies and holds harmless Landlord from any and all claims, losses, costs and damages (including reasonable attorneys’ fees) arising in connection with any claims against Landlord for broker commissions, fees, or other compensation; the foregoing indemnity shall not include the fees of the broker(s) identified above.

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8.             Authority.  Landlord and Tenant affirm and covenant that each has the authority to enter into this Amendment, to abide by the terms hereof, and that the signatories hereto are authorized representatives of their respective entities empowered by their respective entities to execute this Amendment.  Upon Landlord’s request, Tenant shall provide evidence of the foregoing to Landlord.

9.             Miscellaneous.  To the extent the provisions of this Amendment are inconsistent with the Lease, the terms of this Amendment shall control.  Except as expressly amended or modified herein, all other terms, covenants and conditions of the Lease shall remain in full force and effect and this Amendment shall be binding upon the parties hereto and their respective successors and assigns.  This Amendment shall be governed by the laws of the State in which the Building is located.  Any terms used in this Amendment as defined terms, but which are not defined herein, shall have the meanings attributed to those terms in the Lease.  The submission of this Amendment to Tenant for examination or consideration does not constitute an offer to amend the Lease, and this Amendment shall become effective only upon the execution and delivery thereof by both Landlord and Tenant.  The Lease, as amended hereby, contains the entire agreement between the parties with respect to the space demised by the Lease, as amended, and no representations, inducements, promises, agreements, oral or otherwise, between the parties not embodied in the Lease, as amended hereby, shall be of any force and effect.  Time is of the essence as to all of the obligations of Tenant under the Lease and this Amendment.  This Amendment has been negotiated “at arm’s length” by Landlord and Tenant, each having the opportunity to be represented by legal counsel.  Therefore, this Amendment shall not be more strictly construed against either party by reason of the fact that one party may have drafted this Amendment.  This Amendment may be executed by the parties signing different counterparts of this Amendment, which counterparts together shall constitute the agreement of the parties.

IN WITNESS WHEREOF, the parties herein have hereunto set their hands and seals, the day and year first above written.

LANDLORD:

AP-SOUTHEAST REALTY, LP,
A Delaware limited partnership

By:   AP-SOUTHEAST GP

	By:	/s/ WILLIAM F. FUSEMAN III
	Print Name:	William F. Fuseman III
	Title:	Senior Vice President
TENANT:
IMMUCOR, INC., a Georgia corporation
	By:	/s/ RALPH A. EATZ
	Print Name:	Ralph A. Eatz
	Title:	Senior Vice President

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Exhibit A

[ATTACH FLOOR PLAN FOR EXPANSION SPACE]

4

Exhibit B

TENANT IMPROVEMENTS

[Tenant Builds]

Landlord has made no representation or promise as to the condition of the Expansion Space.  Landlord shall not perform any alterations, additions, or improvements in order to make the Expansion Space suitable and ready for occupancy and use by Tenant.  Tenant has inspected the Expansion Space, is fully familiar with the physical condition of the Expansion Space, and shall accept the Expansion Space “as is,” “where is,” without any warranty, express or implied, or representation as to fitness or suitability.

Tenant shall perform all work necessary or desirable for Tenant’s occupancy of the Expansion Space (the “Tenant Improvements”).  Tenant shall furnish to Landlord, for Landlord’s written approval, a permit set (final construction drawings) of plans and specifications for the Tenant Improvements (the “Plans”).  The Plans shall include the following:  fully dimensioned architectural plan; electric/telephone outlet diagram; reflective ceiling plan with light switches; mechanical plan; furniture plan; electric power circuitry diagram; plumbing plans; all color and finish selections; all special equipment and fixture specifications; and fire sprinkler design drawings.

1.             The Plans will be prepared by the approved Building architect, except for and the electrical and mechanical plans, which shall be prepared by the approved Building professional engineer,.  Both the architect and the engineer will be employed by Tenant pursuant to written contracts between Tenant and each of them.  The Plans shall be produced on CAD.  Tenant shall be obligated to cause the Plans to comply with all applicable laws, ordinances, directives, rules, regulations, and other requirements imposed by any and all governmental authorities having or asserting jurisdiction over the Expansion Space.  Landlord shall review the Plans and either approve or disapprove them within a reasonable period of time.  Landlord further agrees not to unreasonably withhold, condition or delay its approval as to any Plans presented by Tenant for the Expansion Space which provide for the installation of substantially similar improvements as were installed by Tenant and approved by Landlord for the Original Premises. Should Landlord disapprove them, Tenant shall make any necessary modifications and resubmit the Plans to Landlord for approval or disapproval following receipt of Landlord’s disapproval of them.  The approval by Landlord of the Plans and any approval by Landlord of any similar plans and specifications for any other Alterations or the supervision by Landlord of any work performed on behalf of Tenant shall not:  (a) imply Landlord’s approval of the quality of design or fitness of any material or device used; (b) imply that the Plans; are in compliance with any codes or other requirements of governmental authority; (c) impose any liability on Landlord to Tenant or any third party; or (d) serve as a waiver or forfeiture of any right of Landlord.  The Tenant Improvements shall be constructed by a general contractor selected and paid by Tenant and approved by Landlord.  A copy of the contractor’s license(s) to do business in the jurisdiction(s) in which the Expansion Space are located, the fully executed contract between Tenant and the general contractor, the general contractor’s work schedule, and all building or other governmental permits required for the Tenant Improvements shall be delivered to Landlord before commencement of the Tenant Improvements.  Tenant shall cooperate as reasonably necessary so that its general contractor will cause the Tenant Improvements to be completed promptly and with due diligence.  The Tenant Improvements shall be performed in accordance with the Plans and shall be done in a good and workmanlike manner using new materials.  All work shall be done in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directives, rules, regulations, and other requirements of any governmental authorities having or asserting jurisdiction over the Expansion Space.  Before the commencement of any work by Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of builder’s risk, commercial general liability, and workers’ compensation insurance complying with the requirements of this Lease.  Any damage to any part of the Building Project that occurs as a result of the Tenant Improvements shall be promptly repaired by Tenant.  Tenant shall pay to Landlord 3% of the total actual costs of the Tenant Improvements, including extra work or change orders, representing Landlord’s fee for overhead and supervision.

Tenant shall also ensure compliance with the following requirements concerning construction:

1.             Tenant and all construction personnel shall abide by Landlord’s job site rules and regulations and fully cooperate with Landlord’s construction representatives in coordinating all construction activities in the Building Project, including rules and regulations concerning working hours, parking, use of the construction elevator and restrictions on the hours during which noisy or disruptive work may be performed.

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2.             Tenant shall be obligated to obtain and deliver to Landlord all forms of approval provided by the appropriate local governmental authorities to certify that the Tenant Improvements have been completed and the Expansion Space are ready for occupancy, including a final, unconditional certificate of occupancy.  Tenant shall also be obligated to obtain and deliver to Landlord a certificate of substantial completion executed by the architect who prepared the Plans.

3.             At all times during construction, Tenant shall allow Landlord access to the Expansion Space for inspection purposes.  On completion of the Tenant Improvements, Tenant’s general contractor shall review the Expansion Space with Landlord and Tenant and secure Landlord’s and Tenant’s acceptance of the Tenant Improvements.

If, but only as long as Tenant is not in default under this Lease beyond any applicable grace period, Tenant shall be entitled to a fixed price tenant improvement allowance in the amount of $34,581.62.  The tenant improvement allowance shall be paid to Tenant in reimbursement for the total out of pocket costs paid by Tenant for the design professional fees and the “hard costs” of construction of the Tenant Improvements.  The allowance may not be applied to any other costs such as, but not limited to, the costs of Tenant’s furniture, trade fixtures, and equipment, cabling and wiring costs, and moving expenses.  If the total amount paid by Tenant for the Tenant Improvements is less than the tenant improvement allowance, Tenant shall not receive cash or any credit against Rent for the unused portion of the allowance.  The tenant improvement allowance shall be paid within twenty-one days after all of the following events have occurred:  (a) the Tenant Improvements have been Substantially Completed; (b) Tenant has delivered to Landlord final releases of lien from Tenant’s general contractor and all subcontractors and material suppliers and a final contractor’s affidavit from the general contractor in accordance with the laws of the State where the Expansion Space are located, and in a form and substance reasonably acceptable to Landlord; (c) Tenant has moved into the Expansion Space and opened for business in the Expansion Space; and (d) Tenant has paid the Rent due for the first month of the Expansion Term.  Tenant shall provide Landlord with true copies of bills paid by Tenant for the Tenant Improvements, and Landlord shall reimburse Tenant for the amount set forth in the bills up to the amount of the allowance.  At Landlord’s option, the tenant improvement allowance or any portion of it may be paid by Landlord directly to the general contractor, subcontractor or material supplier performing the Tenant Improvements who notifies Landlord that it has not been paid.  If Tenant is in default under this Lease beyond any applicable grace period, Landlord may, in addition to all its other available rights and remedies, withhold payment of any unpaid portion of the tenant improvement allowance.  The tenant improvement allowance shall be available to Tenant only for Tenant Improvements performed by or on behalf of Tenant and completed on or before the date which is one hundred eighty (180) days after the date of this Lease.  If Tenant has not requested payment of all of the tenant improvement allowance on or before that date, Tenant shall have no further rights whatsoever to use any portion of the undisbursed tenant improvement allowance.  If Tenant makes an appropriate request, prior to the expiration of such one hundred eighty (180) day period, for disbursement of the tenant improvement allowance and has satisfied the requirements of items (a) — (d) above, Landlord will be obligated to make the disbursement of the requested portion of the tenant improvement allowance even though Landlord’s twenty-one (21) day period to make the disbursement occurs more than one hundred eighty days after the date of this Lease.

The tenant improvement allowance provisions of this exhibit shall not apply to any additional space added to the Premises at any time after the Date of this Amendment, whether by any options under the Lease or otherwise, or to any portion of the Premises or any additions to the Premises in the event of a renewal or extension of the Expansion Term, whether under any options under the Lease or otherwise, unless expressly so provided in the Lease or an amendment to this Lease.

The “Expansion Effective Date” shall mean April 1, 2006.

6

EX-10.1.9

Exhibit 10.1.9

AMENDED AND RESTATED OFFICE LEASE AGREEMENT

[2975 BUILDING]

THIS AMENDED AND RESTATED OFFICE LEASE AGREEMENT (this “Agreement”), is made and entered into as of the 26th day of January 2007 (the “Effective Date”), by and between BUSINESS PARK INVESTORS GROUP, LLC, a Delaware limited liability company, successor-in-interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., which, in turn, is successor-in—interest to Connecticut General Life Insurance Company (“Landlord”) and IMMUCOR, INC., a Georgia corporation (“Tenant”).

W I T N E S S E T H :

WHEREAS, Tenant and Landlord entered into that certain Office Lease Agreement, dated as of February 2, 1996, as amended by that certain First Amendment to Lease Agreement dated as of March 8, 1998, as amended by that certain Second Amendment to Lease Agreement dated as of August 18, 1998, as amended by that certain Third Amendment to Lease Agreement dated as of August 19, 1999, as amended by that certain Fourth Amendment to Lease Agreement dated as of August 8, 2002, as amended by that certain Amended and Restated Fifth Amendment to Lease Agreement dated as of January 18, 2005, and as further amended by that certain Sixth Amendment to Lease Agreement dated as of March 31, 2006 (as so amended, the “Lease”) with respect to the therein described space located as more particularly described in the Lease in the buildings known as 2975 Gateway Drive, Norcross, Georgia (the “2975 Building”), 2990 Gateway Drive, Norcross, Georgia (the “2990 Building”), 3130 Gateway Drive, Norcross, Georgia (the “3130 Building”), 3150 Gateway Drive, Norcross, Georgia (the “3150 Building”), and 7000 Peachtree Industrial Boulevard, Norcross, Georgia (the “7000 Building”) (individually and collectively, the “Building”) located in that certain office park known as Colony Center Business Park (the “Building Project”); and

WHEREAS, true and correct copies of the Lease (including all amendments thereto) are attached hereto as Exhibit A; and

WHEREAS, the rentable square feet of leased space currently held by Tenant within each individual Building in the Building Project is set forth on Exhibit B attached hereto (“RSF by Building”); and

WHEREAS, Landlord and Tenant desire to amend and restate the terms of the Lease in its entirety for the sole purpose of partitioning the Lease by individual Building on a stand alone basis pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein and in the Lease, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1

1.Partition of Lease by Building; No Cross Default; Future Expansions.

A.As of the Effective Date, this Agreement shall constitute a separate and distinct, stand alone lease for each of the individual Buildings in the Building Project (individually or collectively, a “Stand Alone Lease”). Each Stand Alone Lease shall operate independently of all other Stand Alone Leases as if each was entered into separately without reference to the other. Except as otherwise expressly stated herein, each Stand Alone Lease shall be on the exact same terms and conditions as are set forth in the Lease attached hereto as Exhibit A, provided that each Stand Alone Lease shall only govern the RSF by Building as set forth on Exhibit B (as may be expanded or modified from time to time) for the Building in question. Accordingly, the definition of “Premises” in the Lease which pertains to the leased space as a whole shall hereby be amended with respect to each Stand Alone Lease so to cover only the RSF by Building as governed by the applicable Stand Alone Lease.

B.To the extent any provision in the Lease operates to proportionately allocate any rights and/or obligations under the Lease based on rentable square footage, such rights and/or obligations in each Stand Alone Lease shall hereby be amended so as to be allocated proportionately based on the ratio of the amount of rentable square feet of leased space held by Tenant under each Stand Alone Lease bears in relation to the total amount of rentable square feet in the Building Project as a whole. Accordingly, Tenant’s Share of the Project shall be calculated separately for each Stand Alone Lease in accordance with the Lease. Without limiting the generality of the foregoing, all obligations for Common Area Costs, Real Estate Taxes, Landlord’s Insurance Costs and all other charges applicable to the Premises during the Lease Term shall be applicable to the Premises governed by each Stand Alone Lease calculated at the same rates, amounts, and escalations. Notwithstanding any provision to the contrary, it is the intent of the parties that such allocation on the basis of each Stand Alone Lease shall not serve to expand or diminish any rights and/or obligations of a party under the Lease when viewed as a whole, including, without limitation, Tenant’s right to park in the Parking Areas that correspond to the Parking Ratio (as such terms are defined in the Lease).

C.Anything to the contrary in the foregoing notwithstanding, Base Rent due from Tenant under each Stand Alone Lease shall be calculated at the same rates, amounts, and escalations as set forth in the Sixth Amendment to Lease Agreement dated as of March 31, 2006, applied to the RSF by Building governed by the Stand Alone Lease in question. A Schedule of Base Rent for the 2975 Building is attached hereto as Exhibit C. Tenant shall continue to pay Base Rent to the Landlord’s property management company in one check in the manner provided by the Lease until one or more Buildings is sold to third party at which time, Tenant shall pay by separate check for each separate landlord.

D.Each Stand Alone Lease shall be enforced separately, and not be cross-defaulted to any other Stand Alone Lease (i.e., a default under one Stand Alone Lease shall not automatically trigger a default under another Stand Alone Lease).

2

E.Any future expansions of the Premises (including the Building located at 2985 Gateway Drive, Norcross, Georgia, being a part of the Building Project, in which Landlord and Tenant are contemplating a future expansion), shall be effected by way of an amendment to the Stand Alone Lease for the individual Building(s) in question.

2.Brokers. Tenant warrants and represents to Landlord that except for Jackson Oats Shaw Corporate Real Estate, LLC (“Landlord’s Broker”), no broker, finder, real estate agent or other person is entitled to a commission, fee or other compensation in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder. Tenant further warrants and represents that no broker, finder, real estate agent or other person has represented Tenant in any negotiations in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder, including, without limitation, Newmark Southern Region, LLC or its affiliates. The commission of Landlord’s Broker shall be paid by Landlord pursuant to a separate written agreement.  Tenant hereby indemnifies and holds harmless Landlord from any and all claims, losses, costs and damages (including reasonable attorneys’ fees) arising in connection with any claims against Landlord for broker’s commissions, fees, or other compensation; the foregoing indemnity shall not include the fees of the brokers identified above.

3.Authority. Landlord and Tenant affirm and covenant that each has the authority to enter into this Agreement, to abide by the terms hereof, and that the signatories hereto are authorized representatives of their respective entities empowered by their respective entities to execute this Agreement.  Upon Landlord’s request, Tenant shall provide evidence of the foregoing to Landlord.

4.Ratification.  Except as expressly amended by this Agreement, the Lease remains unchanged and is hereby ratified and confirmed by Landlord and Tenant. All other terms, covenants and conditions of the Lease shall remain in full force and effect, and this Agreement shall be binding upon the parties hereto and their respective successors and assigns. In the event of a conflict between the terms and conditions of the Lease and those set forth in this Agreement, the terms and conditions of this Agreement shall control.

5.Miscellaneous. This Agreement shall be governed by the laws of the State in which the Building is located.  Any terms used in this Agreement as defined terms, but which are not defined herein, shall have the meanings attributed to them in the Lease.  The submission of this Agreement to Tenant for examination and consideration does not constitute an offer to amend the Lease, and this Agreement shall become effective only upon the execution and delivery thereof by both Landlord and Tenant.  The Lease, as amended hereby, contains the entire agreement between the parties, and no representations, inducements, promises, agreements, oral or otherwise, between the parties not embodied in the Lease, as amended hereby, shall be of any force or effect.  Time is of the essence as to all of the obligations of Tenant under the Lease and this Agreement.  This Agreement has been negotiated “at arms length” by Landlord and Tenant, each having the opportunity to be represented by legal counsel.  Therefore, this Agreement shall not be strictly construed against either party by reason of the fact that

3

one party may have drafted this Agreement.  This Agreement may be executed by the parties signing different counterparts of this Agreement, which counterparts together shall constitute the agreement of the parties.

[Signatures on Next Page]

4

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and year first above written.

LANDLORD:
BUSINESS PARK INVESTORS GROUP, LLC,
a Delaware limited liability company
By:	/s/	Craig Bernstein
Name:		Craig Bernstein
Title:		Managing Member
TENANT:
IMMUCOR, INC., a Georgia corporation
By:	/s/		Ralph A. Eatz
Name:			Ralph A. Eatz
Title:			Senior Vice President

5

Exhibit A

Lease Documents

[The documents in this Exhibit A have been separately filed and are therefore not included here.]

Exhibit B

Rentable Square Feet by Building

1.2975 Building – 13,453 rsf

2.2990 Building – 29,794 rsf

3.3130 Building – 37,931 rsf

4.3150 Building – 15,759 rsf

5.7000 Building – 14,306 rsf

Exhibit C

Base Rent Schedule for 2975 Building

Time Period	Base Rent Per Rentable  Square Foot Per Annum		Monthly Base Rent
12/1/2006-11/30/2007	$	7.49	$	8,396.91
12/1/2007-11/30/2008	$	6.52	$	7,309.46
12/1/2008-11/30/2009	$	6.76	$	7,578.52
12/1/2009-11/30/2010	$	7.01	$	7,858.79
12/1/2010-11/30/2011	$	7.28	$	8,161.49
12/1/2011-11/30/2012	$	9.22	$	10,336.39
12/1/2012-11/30/2013	$	9.50	$	10,650.29
12/1/2013-11/30/2014	$	9.79	$	10,975.41
12/1/2014-11/30/2015	$	10.08	$	11,300.52
12/1/2015-06/30/2016	$	10.38	$	11,636.85

EX-10.1.10

Exhibit 10.1.10

OFFICE LEASE AGREEMENT

[2985 BUILDING]

THIS OFFICE LEASE AGREEMENT [2985 BUILDING] (this “Agreement”), is made and entered into as of the 26th day of January 2007 (the “Effective Date”), by and between BUSINESS PARK INVESTORS GROUP, LLC, a Delaware limited liability company, successor-in-interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., which, in turn, is successor-in—interest to Connecticut General Life Insurance Company (“Landlord”) and IMMUCOR, INC., a Georgia corporation (“Tenant”).

W I T N E S S E T H :

WHEREAS, Tenant and Landlord entered into that certain Office Lease Agreement, dated as of February 2, 1996, as amended by that certain First Amendment to Lease Agreement dated as of March 8, 1998, as amended by that certain Second Amendment to Lease Agreement dated as of August 18, 1998, as amended by that certain Third Amendment to Lease Agreement dated as of August 19, 1999, as amended by that certain Fourth Amendment to Lease Agreement dated as of August 8, 2002, as amended by that certain Amended and Restated Fifth Amendment to Lease Agreement dated as of January 18, 2005, and as further amended by that certain Sixth Amendment to Lease Agreement dated as of March 31, 2006 (as so amended, the “Base Lease”) with respect to the therein described space (the “Existing Premises”) located as more particularly described in the Lease in the buildings known as 2975 Gateway Drive, Norcross, Georgia, 2990 Gateway Drive, Norcross, Georgia, 3130 Gateway Drive, Norcross, Georgia, 3150 Gateway Drive, Norcross, Georgia, and 7000 Peachtree Industrial Boulevard, Norcross, Georgia  (individually and collectively, the “Building”) located in that certain office park known as Colony Center Business Park (the “Building Project”); and

WHEREAS, Landlord and Tenant entered into that certain Amended and Restated Office Lease Agreement dated January 26, 2007, for the sole purpose of partitioning the Base Lease by individual Building on a stand alone basis (the “Amended and Restated Lease”) as more particularly described and set forth therein; and

WHEREAS, pursuant to the terms and conditions set forth in the Amended and Restated Lease, any expansion by Tenant to another building in the Building Park not then covered by the Base Lease would be treated as Stand Alone Lease (as defined therein) for the building in question; and

WHEREAS, Tenant and Tenant desire to enter into a Stand Alone Lease for certain premises in the building known as 2985 Gateway Drive, Norcross, Georgia (the “2985 Building”) into which Tenant desires to expand, subject to and in accordance with the terms and conditions set forth in this Agreement.

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NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.Stand Alone Lease. This Agreement shall be deemed to be a Stand Alone Lease for all space leased by Tenant hereunder in the 2985 Building, on the terms and conditions set forth in the Amended and Restated Lease as applicable to a Stand Alone Lease.

2.Expansion Space. Effective on August 1, 2007 (the “Expansion Effective Date”), Landlord does hereby lease, demise and let unto Tenant, and Tenant hereby accepts, subject to the terms of the Amended and Restated Lease as further modified and amended herein, 19,731 rentable square feet of space known as Suite 300, and 12,448 rentable square feet of space known as Suite 200, of the 2985 Building, for a total of 32,179 rentable square feet in the aggregate, as more particularly shown cross-hatched on Exhibit A attached hereto and made a part hereof (the “Expansion Space”).  Following the addition of the Expansion Space and thereafter during the Expansion Term (as hereafter defined), the Expansion Space shall constitute the Premises under the Lease.  The number of rentable square feet in the Expansion Space includes an add-on factor for common areas in the 2985 Building and has been agreed upon by the parties as final and correct and not subject to challenge or dispute by either party.

2.Expansion Term.  The demised term with respect to the Expansion Space (“Expansion Term”) shall commence on the Expansion Effective Date and shall continue through June 30, 2016, coterminous with the expiration of the demised term for the Existing Premises. If such existing tenant or occupant of Suite 200 holds over, and Landlord is delayed, using good faith efforts in Landlord’s discretion in acquiring possession of Suite 200 prior to August 1, 2007, or if Landlord is unable to tender possession of Suite 200 to Tenant on the specified date due to any other reason beyond the control of Landlord, Landlord shall not be in default hereunder nor in any way be liable to Tenant because of such delay, and Tenant agrees to accept possession of Suite 200 at such time as Landlord is able to tender the same. In such event, the commencement of the Lease Term with respect to Suite 200 shall be postponed on a day for day basis. The deferment of installments of Base Rent shall be Tenant’s exclusive remedy for postponement of the Commencement Date, and Tenant shall have no, and waives any, claim against Landlord because of any such delay. For purposes hereof, Landlord’s “good faith efforts” shall not include bringing legal action to compel such tenant to surrender the premises.

3.Base Rent

A.Except as set forth herein, commencing on the Expansion Effective Date, all obligations for Common Area Costs, Real Estate Taxes, Landlord’s Insurance Costs and all other charges applicable to the Existing Premises during the Lease Term

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shall be applicable to the Expansion Space during the Expansion Term calculated at the same rates, amounts, and escalations.

B.Anything to the contrary in the foregoing notwithstanding, Base Rent for the Premises shall be in accordance with the following:

Time Period	Base Rent Per Rentable Square Foot Per Annum		Monthly Base Rent
08/1/2007-11/30/2007	$	7.49	$	20,085.06
12/1/2007-11/30/2008	$	6.52	$	17,483.92
12/1/2008-11/30/2009	$	6.76	$	18,127.50
12/1/2009-11/30/2010	$	7.01	$	18,797.90
12/1/2010-11/30/2011	$	7.28	$	19,521.93
12/1/2011-11/30/2012	$	9.22	$	24,724.20
12/1/2012-11/30/2013	$	9.50	$	25,475.04
12/1/2013-11/30/2014	$	9.79	$	26,252.70
12/1/2014-11/30/2015	$	10.08	$	27,030.36
12/1/2015-06/30/2016	$	10.38	$	27,834.84

4.Condition of Expansion Space.

A.Except as expressly set forth in Section 4(B) below or in the Office Upfit Agreement attached hereto as Exhibit B and by this reference made a part hereof, (i) the Expansion Space shall be delivered to Tenant by Landlord “AS IS, WHERE IS AND WITH ALL FAULTS” and (ii) Landlord is not obligated to perform any tenant improvements therein or to provide any tenant improvement allowances with respect thereto.

B.Notwithstanding the foregoing, Landlord represents and warrants that as of the Expansion Effective Date: (i) the basic plumbing, heating, ventilating, air conditioning, sprinkler and electrical systems and any conduits or connections thereto or distribution systems thereof serving the Expansion Space shall be in good working order and condition; and (ii) the Expansion Space is in compliance with all statutes, codes, ordinances, rules, regulations and laws of all local, state and federal authorities having jurisdiction over the Expansion Space and the Building including, without limitation, to the best of Landlord’s knowledge, all environmental laws and regulations; provided, however, Landlord shall not be obligated to make an alterations or improvements to the Expansion Space to cure any non-compliance caused (a) by Tenant’s specific use of the Expansion Space or (b) by any loss of any legal non-compliant or “grandfathered” status of the Expansion Space.  In all other cases, Landlord, at Landlord’s sole cost (and without reimbursement by Tenant) shall be responsible for correcting any failure of the Expansion Space to be in compliance with current laws, codes, regulations and ordinances.  In addition, Tenant shall not be required to pay any Base Rent, Tenant’s Share of Common Area Costs or any other sum with respect to the Expansion Space during any such time as the Expansion Space fails to comply with the terms of this Section 4(B) or is not free of all tenancies.

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5.Access to Expansion Space.  Following the Effective Date, Landlord agrees to allow Tenant and the approved contractors of Tenant access to the Expansion Space for the purpose of performing the Tenant Improvement Work (as defined in Exhibit B attached hereto).  Such right of access shall be subject to all of the terms, covenants and conditions of the Lease, except that no Base Rent nor Tenant’s Share of Common Area Costs shall accrue with respect to the Expansion Space prior to the Expansion Effective Date.

6.Must Take Expansion Space.

A.Effective as of June 1, 2009 (the “Must Take Expansion Space Effective Date”), Tenant must take and lease from Landlord in addition to the Expansion Space certain premises in the 2985 Building adjacent to and contiguous with the Expansion Space, comprised of 7,560 rentable square feet of space known as Suite 100, and 5,140 rentable square feet of space known as Suite 150, for a total of 12,700 rentable square feet in the aggregate (collectively the “Must Take Expansion Space”).

B.The Lease Term with respect to the Must Take Expansion Space shall commence on the Must Take Expansion Space Effective Date and shall expire on June 30, 2016, so as to be coterminous with the Expansion Term. If the Must Take Expansion Space becomes available prior to the Must Take Expansion Space Effective Date, and Tenant takes possession and occupancy thereof, all terms and provisions of the Lease shall apply to such occupancy provided that Tenant shall not be obligated to commence paying Base Rent or any other sum until the Must Take Expansion Space Effective Date.

C.Landlord shall lease the Must Take Expansion Space to Tenant, and Tenant shall accept and lease the Must Take Expansion Space from Landlord, effective as of the Must Take Expansion Space Effective Date, in accordance with the same representations, warranties, duties and obligations of Landlord and Tenant applicable to the Expansion Space hereunder which shall, except as otherwise provided herein, apply equally to the Must Take Expansion Space. Without limiting the generality of the foregoing, commencing on the Must Take Expansion Space Effective Date, all obligations for Base Rent, Common Area Costs, Real Estate Taxes, Landlord’s Insurance Costs and all other charges applicable to the Expansion Space during the remainder of the Expansion Term shall be applicable to the Must Take Expansion Space calculated at the same rates, amounts, and escalations.

D.Landlord shall provide Tenant with a Tenant Improvement Allowance equal to Eighty-Six Thousand Three Hundred Sixty and 00/100 Dollars ($86,360.00) for the Must Take Expansion Space. Tenant shall complete the build out of all alterations and improvements to the Must Take Expansions Space in accordance with the terms and conditions set forth in the Office Upfit Agreement attached hereto as Exhibit B.

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E.The same warranties and representations made by Landlord with respect to the Expansion Space pursuant to Paragraph 4.A and 4.B above shall be applicable to the Must Take Expansion Space as of the Must Take Expansion Space Effective Date.  Notwithstanding anything to the contrary herein, Tenant shall not be required to pay any Base Rent, Tenant’s Share of Common Area Costs or any other sum with respect to the Must Take Expansion Space during any such time as the Must Take Expansion Space fails to comply with the terms of Section 4(B) or is not free of all tenancies.

F.In the event Landlord must relocate the existing tenant in Suite 150 to make the premises available for Tenant by June 1, 2009, Tenant shall reimburse Landlord within thirty (30) days of written demand (which demand shall contain reasonable backup documentation for all costs sought to be reimbursed) of the lesser of (a) $10,000.00 (the “Cap Amount”), or (b) fifty percent (50%) of all reasonable costs and expenses (including, without limitation, reasonable moving costs) actually incurred by Landlord to relocate such tenant from Suite 150 to “reasonably equivalent space comparable in size and layout within the Building Project”, if and to the extent available, in accordance with the terms and conditions of such existing tenant’s lease. Provided, however, if the total costs to relocate such tenant exceed 200% of the Cap Amount, then Landlord and Tenant shall for a period of up to ten (10) business days negotiate in good faith in an effort to reach an agreement as to the amount each party is willing to increase its relative contribution in order that such excess costs would be paid in full. If despite such good faith negotiations Landlord and Tenant fail to reach agreement during such 10 business day period, then Landlord, in its sole discretion, may elect to (i) pay 100% of such excess costs and relocate the tenant in which event Tenant shall lease Suite 150 on the terms contained herein, or (ii) not pay such excess costs, in which event the tenant shall not be relocated and Landlord and Tenant shall be released from all further obligations with respect to Suite 150. In the event such existing tenant or occupant of Suite 150 holds over, and Landlord is delayed, using good faith efforts in Landlord’s discretion in acquiring possession of Suite 150 prior to June 1, 2009, or if Landlord is unable to tender possession of Suite 150 to Tenant on the specified date due to any other reason beyond the control of Landlord (including, without limitation, if there is no space available within the Building Project to relocate such tenant), Landlord shall not be in default hereunder nor in any way be liable to Tenant because of such delay, and Tenant agrees to accept possession of Suite 150 at such time as Landlord is able to tender the same. In such event, the commencement of the Lease Term with respect to Suite 150 shall be postponed on a day for day basis. The deferment of installments of Base Rent and other sums shall be Tenant’s exclusive remedy for postponement of the Commencement Date, and Tenant shall have no, and waives any, claim against Landlord because of any such delay. For purposes hereof, Landlord’s “good faith efforts” shall not include bringing legal action to compel such tenant to surrender the premises.

G.Within five (5) days following Landlord’s written request, Tenant shall execute and deliver an amendment to this Agreement prepared by Landlord’s counsel certifying (if true) that Tenant has accepted delivery of the Must Take Expansion

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Space and memorializing the terms and provisions applicable to Tenant’s lease of said space consistent with this Paragraph 6.

7.Acknowledgement. Tenant hereby acknowledges that, to Tenant’s current knowledge (without inquiry), Landlord is not in default of its obligations arising pursuant to the Lease as of the date of this Agreement and that, except as set forth in Exhibit B attached hereto, Landlord has fully performed any tenant improvement, buildout or construction allowance obligations set forth in the Lease. Landlord hereby acknowledges that, to Landlord’s current knowledge (without inquiry), Tenant is not in default of its obligations arising pursuant to the Lease as of the date of this Agreement

8.Brokers.Tenant warrants and represents to Landlord that except for Jackson Oats Shaw Corporate Real Estate, LLC (“Landlord’s Broker”), no broker, finder, real estate agent or other person is entitled to a commission, fee or other compensation in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder. Tenant further warrants and represents that no broker, finder, real estate agent or other person has represented Tenant in any negotiations in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder, including, without limitation, Newmark Southern Region, LLC or its affiliates. The commission of Landlord’s Broker shall be paid by Landlord pursuant to a separate written agreement.  Tenant hereby indemnifies and holds harmless Landlord from any and all claims, losses, costs and damages (including reasonable attorneys’ fees) arising in connection with any claims against Landlord for broker’s commissions, fees, or other compensation; the foregoing indemnity shall not include the fees of the brokers identified above.

9.Authority.   Landlord and Tenant affirm and covenant that each has the authority to enter into this Agreement, to abide by the terms hereof, and that the signatories hereto are authorized representatives of their respective entities empowered by their respective entities to execute this Agreement.  Upon Landlord’s request, Tenant shall provide evidence of the foregoing to Landlord.

10.Miscellaneous.  To the extent the provisions of this Agreement are inconsistent with the Amended and Restated Lease, the terms of this Agreement shall control.  Except as expressly amended or modified herein, all other terms, covenants and conditions of the Amended and Restated Lease shall remain in full force and effect and this Agreement shall be binding upon the parties hereto and their respective successors and assigns.  This Agreement shall be governed by the laws of the State in which the 2985 Building is located. Any terms used in this Agreement as defined terms, but which are not defined herein, shall have the meanings attributed to them in the Amended and Restated Lease.  The submission of this Agreement to Tenant for examination and consideration does not constitute an offer to lease the Expansion Space, and this Agreement shall become effective only upon the execution and delivery thereof by both Landlord and Tenant.  The Amended and Restated Lease, as modified and

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amended hereby, contains the entire agreement between the parties with respect to the Expansion Space, and no representations, inducements, promises, agreements, oral or otherwise, between the parties not embodied in the Amended and Restated Lease, as modified and amended hereby, shall be of any force or effect.  Time is of the essence as to all of the obligations of Tenant under the Amended and Restated Lease and this Agreement. This Agreement has been negotiated “at arms length” by Landlord and Tenant, each having the opportunity to be represented by legal counsel.  Therefore, this Agreement shall not be strictly construed against either party by reason of the fact that one party may have drafted this Agreement.  This Agreement may be executed by the parties signing different counterparts of this Agreement, which counterparts together shall constitute the agreement of the parties.

[Signatures commence on the following page]

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the day and year first above written.

LANDLORD:
BUSINESS PARK INVESTORS GROUP, LLC,
a Delaware limited liability company
By:	/s/	Craig Bernstein
Name:		Craig Bernstein
Title:		Managing Member
TENANT:
IMMUCOR, INC., a Georgia corporation
By:	/s/	Ralph A. Eatz
Name:		Ralph A. Eatz
Title:		Senior Vice President

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Exhibit A

Floor Plan of Expansion Space

Exhibit B

Office Upfit Agreement

This Office Upfit Agreement sets forth the terms and conditions relating to the construction of the tenant improvements in the Expansion Space pursuant to that certain Stand Alone Office Lease Agreement [2985 Building] between BUSINESS PARK INVESTORS GROUP, LLC, a Delaware limited liability company and IMMUCOR, INC., a Georgia corporation (“Tenant”). Unless otherwise defined herein, all defined terms (as indicated by an initial capital letter), used herein shall have the meaning ascribed to them in the Amendment.

1.The “Tenant Improvement Work” shall mean all of the build-out improvements to the Expansion Space for Tenant to occupy and use the Expansion Space in accordance with this Exhibit B. The Tenant Improvement Work for the Expansion Space shall be performed by Tenant’s Contractor (as defined below). Tenant shall submit to Landlord for Landlord’s approval (not to be unreasonably withheld, conditioned or delayed) architectural plans, working drawings and specifications (including mechanical, electrical and plumbing plans and specifications) for the Tenant Improvement Work to be constructed and installed in the Expansion Space (collectively, the “Construction Drawings”).

2.Following the Effective Date, Tenant shall diligently pursue the preparation of the Construction Drawings required to construct the Tenant Improvement Work in substantial compliance with the Construction Drawings and all applicable codes, ordinances and laws. Upon approval, the Construction Drawings shall be incorporated in the Lease by this reference for all relevant purposes. The Construction Drawings shall be subject to approval of Landlord (not to be unreasonably withheld, conditioned or delayed) and Tenant and the government officials having jurisdiction over same. Tenant shall submit Tenant’s initial architectural plan within thirty (30) days following the Effective Date. Tenant shall make all subsequent submittals in response to Landlord’s comments and revisions thereto within three (3) business days following receipt thereof from Landlord until final completion and approval of the Construction Drawings by the parties. The Construction Drawings shall be prepared by a licensed architect (the “Tenant’s Architect”) of Tenant’s choosing approved by Landlord (not to be unreasonably withheld, conditioned or delayed).   Landlord hereby approves of Jova/Daniels/Busby Architects as Tenant’s Architect.

3.Notwithstanding Landlord’s approval, Tenant shall nonetheless be solely responsible for the content of the Construction Drawings, coordination of said plans and specifications with base Building design, and all associated fees and costs (which may be paid from the Tenant Improvement Allowance). The approved Construction Drawings shall satisfy the requirements of all applicable local, state, and federal codes, laws, statutes, ordinances, regulations, rules and orders, building codes, and decisions of building inspectors, as well as the

applicable standard of care of design professionals for such work in Atlanta, Georgia.

4.Tenant shall not make any material changes to the approved Construction Drawings without receiving Landlord’s prior written approval, such approval not to be unreasonably withheld, delayed, or conditioned.

5.The design (layouts, fixtures and finishes) of the Tenant Improvement Work for the Expansion Space shall be equal to and consistent with the quality of design of the 2985 Building.  The equipment and other technical requirements of the plans and specifications shall be consistent and compatible with the technical requirements of the Building, and shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, delayed, or conditioned.  Tenant shall ensure that nothing in the approved plans and specifications or in Tenant’s use of the Expansion Space shall cause any warranty related to equipment or systems for the Building to be violated or invalidated, provided that such warranties have been made available to Tenant.

6.As Landlord’s contribution to the cost of the Tenant Improvement Work, Landlord shall provide Tenant with an allowance (the “Tenant Improvement Allowance”) of up to Two Hundred Seventy-Nine Thousand Forty and No/100 Dollars ($279,040.00). The Tenant Improvement Allowance shall only be used to pay for the total hard and soft costs related to the design and construction of the Tenant Improvement Work as approved by Landlord, cabling, wiring, telecommunications costs, costs of furniture, fixtures and equipment, and such other expenses as are expressly provided herein. Without limiting the generality of the foregoing, the Tenant Improvement Allowance may be used to pay for the costs of materials and labor; required permits; architectural, engineering and space planning fees; general contractor’s overhead and profit; and construction management fees payable to Landlord’s Construction Manager designated below. Tenant shall bear the cost, if any, of the Tenant Improvement Work over and above the Tenant Improvement Allowance.  Landlord shall fund up to the maximum amount of the Tenant Improvement Allowance (net of Landlord’s construction management fees) within thirty (30) days following Tenant’s request for payment made after substantial completion of the Tenant Improvement Work, together with paid invoices and signed final lien waivers from all contractors and subcontractors performing all or any portion of the Tenant Improvement Work. Any unused portion of the Tenant Improvement Allowance shall be applied as a credit against Rent.

7.Tenant shall enter into a construction contract for the Tenant Improvement Work with a general contractor of Tenant’s choosing approved by Landlord (“Tenant’s Contractor”). Tenant shall cause Tenant’s Contractor to complete the Tenant Improvement Work by no later than the Expansion Effective Date; provided, however, that the Expansion Effective Date shall not be delayed if such work is completed after the Expansion Effective Date or if Tenant has not taken occupancy and has commenced the operation of its business by such date, except

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for delays directly resulting from a breach of this Agreement by Landlord or as a result of Acts of God or the elements, strikes, governmental orders, accidents, or other conditions beyond the control of the Tenant in which event the Expansion Effective Date shall be extended one day for every day that Tenant is so delayed.  Landlord hereby approves of Leapely Construction Group as Tenant’s Contractor.

8.Intentionally Deleted.

9.Tenant shall be liable for any “corrective work” required due to or necessary to correct or remedy any errors or omissions in the approved Construction Drawings (including the failure of the approved Construction Drawings to meet the requirements of state, county or local law so as to enable one to obtain building and occupancy permits for the Expansion Space) or violations by Tenant of this Exhibit B and the Lease. Such corrective work and any costs (including utilities), expenses, and fees associated therewith, shall be paid promptly by Tenant.  If revisions to the approved Construction Drawings are needed to obtain rebids for corrective work, Tenant shall be responsible for directing the architects and the engineers in revising the plans and specifications and shall pay all fees incurred in making such revisions. Such revisions shall be subject to Landlord’s approval (not to be unreasonably withheld, conditioned or delayed). Landlord shall approve or reject such revisions within five (5) business days after delivery of any revised plans and specifications.

10.Tenant shall be liable for the payment of all Rent applicable to the Expansion Space commencing on the Expansion Effective Date. Landlord shall not be liable for any delays in completion of the Tenant Improvement Work. Landlord shall be paid a construction management fee to supervise the work performed by Tenant’s Contractor. The construction management fee shall be equal to 5% of the hard construction costs of the Tenant Improvement Work and shall be paid from the Tenant Improvement Allowance.

11.Landlord and its designated construction manager shall be permitted to inspect the work performed by Tenant’s contractors and subcontractors in the Expansion Space on a regular basis.

12.Tenant shall not permit any liens to be filed against the Building (or the land upon which it is situated) or the Expansion Space (including the work therein) by any contractor engaged by Tenant, or by Tenant’s Contractor, and, if such lien is filed, Tenant shall cause the lien to be released (by bond, undertaking, or otherwise) within ten (10) days of the receipt of such notice of lien.  This provision shall be specifically enforceable by Landlord.

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EX-10.1.11

Exhibit 10.1.11

AMENDED AND RESTATED OFFICE LEASE AGREEMENT

[2990 BUILDING]

THIS AMENDED AND RESTATED OFFICE LEASE AGREEMENT (this “Agreement”), is made and entered into as of the 26th day of January 2007 (the “Effective Date”), by and between BUSINESS PARK INVESTORS GROUP, LLC, a Delaware limited liability company, successor-in-interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., which, in turn, is successor-in—interest to Connecticut General Life Insurance Company (“Landlord”) and IMMUCOR, INC., a Georgia corporation (“Tenant”).

W I T N E S S E T H :

WHEREAS, Tenant and Landlord entered into that certain Office Lease Agreement, dated as of February 2, 1996, as amended by that certain First Amendment to Lease Agreement dated as of March 8, 1998, as amended by that certain Second Amendment to Lease Agreement dated as of August 18, 1998, as amended by that certain Third Amendment to Lease Agreement dated as of August 19, 1999, as amended by that certain Fourth Amendment to Lease Agreement dated as of August 8, 2002, as amended by that certain Amended and Restated Fifth Amendment to Lease Agreement dated as of January 18, 2005, and as further amended by that certain Sixth Amendment to Lease Agreement dated as of March 31, 2006 (as so amended, the “Lease”) with respect to the therein described space located as more particularly described in the Lease in the buildings known as 2975 Gateway Drive, Norcross, Georgia (the “2975 Building”), 2990 Gateway Drive, Norcross, Georgia (the “2990 Building”), 3130 Gateway Drive, Norcross, Georgia (the “3130 Building”), 3150 Gateway Drive, Norcross, Georgia (the “3150 Building”), and 7000 Peachtree Industrial Boulevard, Norcross, Georgia (the “7000 Building”) (individually and collectively, the “Building”) located in that certain office park known as Colony Center Business Park (the “Building Project”); and

WHEREAS, true and correct copies of the Lease (including all amendments thereto) are attached hereto as Exhibit A; and

WHEREAS, the rentable square feet of leased space currently held by Tenant within each individual Building in the Building Project is set forth on Exhibit B attached hereto (“RSF by Building”); and

WHEREAS, Landlord and Tenant desire to amend and restate the terms of the Lease in its entirety for the sole purpose of partitioning the Lease by individual Building on a stand alone basis pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein and in the Lease, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

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1.Partition of Lease by Building; No Cross Default; Future Expansions.

A.As of the Effective Date, this Agreement shall constitute a separate and distinct, stand alone lease for each of the individual Buildings in the Building Project (individually or collectively, a “Stand Alone Lease”). Each Stand Alone Lease shall operate independently of all other Stand Alone Leases as if each was entered into separately without reference to the other. Except as otherwise expressly stated herein, each Stand Alone Lease shall be on the exact same terms and conditions as are set forth in the Lease attached hereto as Exhibit A, provided that each Stand Alone Lease shall only govern the RSF by Building as set forth on Exhibit B (as may be expanded or modified from time to time) for the Building in question. Accordingly, the definition of “Premises” in the Lease which pertains to the leased space as a whole shall hereby be amended with respect to each Stand Alone Lease so to cover only the RSF by Building as governed by the applicable Stand Alone Lease.

B.To the extent any provision in the Lease operates to proportionately allocate any rights and/or obligations under the Lease based on rentable square footage, such rights and/or obligations in each Stand Alone Lease shall hereby be amended so as to be allocated proportionately based on the ratio of the amount of rentable square feet of leased space held by Tenant under each Stand Alone Lease bears in relation to the total amount of rentable square feet in the Building Project as a whole. Accordingly, Tenant’s Share of the Project shall be calculated separately for each Stand Alone Lease in accordance with the Lease. Without limiting the generality of the foregoing, all obligations for Common Area Costs, Real Estate Taxes, Landlord’s Insurance Costs and all other charges applicable to the Premises during the Lease Term shall be applicable to the Premises governed by each Stand Alone Lease calculated at the same rates, amounts, and escalations. Notwithstanding any provision to the contrary, it is the intent of the parties that such allocation on the basis of each Stand Alone Lease shall not serve to expand or diminish any rights and/or obligations of a party under the Lease when viewed as a whole, including, without limitation, Tenant’s right to park in the Parking Areas that correspond to the Parking Ratio (as such terms are defined in the Lease).

C.Anything to the contrary in the foregoing notwithstanding, Base Rent due from Tenant under each Stand Alone Lease shall be calculated at the same rates, amounts, and escalations as set forth in the Sixth Amendment to Lease Agreement dated as of March 31, 2006, applied to the RSF by Building governed by the Stand Alone Lease in question. A Schedule of Base Rent for the 2990 Building is attached hereto as Exhibit C. Tenant shall continue to pay Base Rent to the Landlord’s property management company in one check in the manner provided by the Lease until one or more Buildings is sold to third party at which time, Tenant shall pay by separate check for each separate landlord.

D.Each Stand Alone Lease shall be enforced separately, and not be cross-defaulted to any other Stand Alone Lease (i.e., a default under one Stand Alone Lease shall not automatically trigger a default under another Stand Alone Lease).

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E.Any future expansions of the Premises (including the Building located at 2985 Gateway Drive, Norcross, Georgia, being a part of the Building Project, in which Landlord and Tenant are contemplating a future expansion), shall be effected by way of an amendment to the Stand Alone Lease for the individual Building(s) in question.

2.Brokers. Tenant warrants and represents to Landlord that except for Jackson Oats Shaw Corporate Real Estate, LLC (“Landlord’s Broker”), no broker, finder, real estate agent or other person is entitled to a commission, fee or other compensation in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder. Tenant further warrants and represents that no broker, finder, real estate agent or other person has represented Tenant in any negotiations in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder, including, without limitation, Newmark Southern Region, LLC or its affiliates. The commission of Landlord’s Broker shall be paid by Landlord pursuant to a separate written agreement.  Tenant hereby indemnifies and holds harmless Landlord from any and all claims, losses, costs and damages (including reasonable attorneys’ fees) arising in connection with any claims against Landlord for broker’s commissions, fees, or other compensation; the foregoing indemnity shall not include the fees of the brokers identified above.

3.Authority.   Landlord and Tenant affirm and covenant that each has the authority to enter into this Agreement, to abide by the terms hereof, and that the signatories hereto are authorized representatives of their respective entities empowered by their respective entities to execute this Agreement.  Upon Landlord’s request, Tenant shall provide evidence of the foregoing to Landlord.

4.Ratification.  Except as expressly amended by this Agreement, the Lease remains unchanged and is hereby ratified and confirmed by Landlord and Tenant. All other terms, covenants and conditions of the Lease shall remain in full force and effect, and this Agreement shall be binding upon the parties hereto and their respective successors and assigns. In the event of a conflict between the terms and conditions of the Lease and those set forth in this Agreement, the terms and conditions of this Agreement shall control.

5.Miscellaneous. This Agreement shall be governed by the laws of the State in which the Building is located.  Any terms used in this Agreement as defined terms, but which are not defined herein, shall have the meanings attributed to them in the Lease.  The submission of this Agreement to Tenant for examination and consideration does not constitute an offer to amend the Lease, and this Agreement shall become effective only upon the execution and delivery thereof by both Landlord and Tenant.  The Lease, as amended hereby, contains the entire agreement between the parties, and no representations, inducements, promises, agreements, oral or otherwise, between the parties not embodied in the Lease, as amended hereby, shall be of any force or effect.  Time is of the essence as to all of the obligations of Tenant under the Lease and this Agreement.  This Agreement has been negotiated “at arms length” by Landlord and Tenant, each having the opportunity to be represented by legal counsel.  Therefore, this Agreement shall not be strictly construed against either party by reason of the fact that

3

one party may have drafted this Agreement.  This Agreement may be executed by the parties signing different counterparts of this Agreement, which counterparts together shall constitute the agreement of the parties.

[Signatures on Next Page]

4

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and year first above written.

LANDLORD:
BUSINESS PARK INVESTORS GROUP, LLC,
a Delaware limited liability company
By:	/s/ Craig Bernstein
Name:					Craig Bernstein
Title:			Managing Member
TENANT:
IMMUCOR, INC., a Georgia corporation
By:		/s/ Ralph A. Eatz
Name:					Ralph A. Eatz
Title:				Senior Vice President

5

Exhibit A

Lease Documents

[The documents in this Exhibit A have been separately filed and are therefore not included here.]

Exhibit B

Rentable Square Feet by Building

1.2975 Building – 13,453 rsf

2.2990 Building – 29,794 rsf

3.3130 Building – 37,931 rsf

4.3150 Building – 15,759 rsf

5.7000 Building – 14,306 rsf

Exhibit C

Base Rent Schedule for 2990 Building

Time Period	Base Rent Per Rentable Square Foot Per Annum		Monthly Base Rent
12/1/2006-11/30/2007	$	7.49	$	18,596.42
12/1/2007-11/30/2008	$	6.52	$	16,188.07
12/1/2008-11/30/2009	$	6.76	$	16,783.95
12/1/2009-11/30/2010	$	7.01	$	17,404.66
12/1/2010-11/30/2011	$	7.28	$	18,075.03
12/1/2011-11/30/2012	$	9.22	$	22,891.72
12/1/2012-11/30/2013	$	9.50	$	23,586.92
12/1/2013-11/30/2014	$	9.79	$	24,306.94
12/1/2014-11/30/2015	$	10.08	$	25,026.96
12/1/2015-06/30/2016	$	10.38	$	25,771.81

EX-10.1.12

Exhibit 10.1.12

AMENDED AND RESTATED OFFICE LEASE AGREEMENT

[3130 BUILDING]

THIS AMENDED AND RESTATED OFFICE LEASE AGREEMENT (this “Agreement”), is made and entered into as of the 26th day of January 2007 (the “Effective Date”), by and between BUSINESS PARK INVESTORS GROUP, LLC, a Delaware limited liability company, successor-in-interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., which, in turn, is successor-in—interest to Connecticut General Life Insurance Company (“Landlord”) and IMMUCOR, INC., a Georgia corporation (“Tenant”).

WITNESSETH:

WHEREAS, Tenant and Landlord entered into that certain Office Lease Agreement, dated as of February 2, 1996, as amended by that certain First Amendment to Lease Agreement dated as of March 8, 1998, as amended by that certain Second Amendment to Lease Agreement dated as of August 18, 1998, as amended by that certain Third Amendment to Lease Agreement dated as of August 19, 1999, as amended by that certain Fourth Amendment to Lease Agreement dated as of August 8, 2002, as amended by that certain Amended and Restated Fifth Amendment to Lease Agreement dated as of January 18, 2005, and as further amended by that certain Sixth Amendment to Lease Agreement dated as of March 31, 2006 (as so amended, the “Lease”) with respect to the therein described space located as more particularly described in the Lease in the buildings known as 2975 Gateway Drive, Norcross, Georgia (the “2975 Building”), 2990 Gateway Drive, Norcross, Georgia (the “2990 Building”), 3130 Gateway Drive, Norcross, Georgia (the “3130 Building”), 3150 Gateway Drive, Norcross, Georgia (the “3150 Building”), and 7000 Peachtree Industrial Boulevard, Norcross, Georgia (the “7000 Building”) (individually and collectively, the “Building”) located in that certain office park known as Colony Center Business Park (the “Building Project”); and

WHEREAS, true and correct copies of the Lease (including all amendments thereto) are attached hereto as Exhibit A; and

WHEREAS, the rentable square feet of leased space currently held by Tenant within each individual Building in the Building Project is set forth on Exhibit B attached hereto (“RSF by Building”); and

WHEREAS, Landlord and Tenant desire to amend and restate the terms of the Lease in its entirety for the sole purpose of partitioning the Lease by individual Building on a stand alone basis pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein and in the Lease, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1

1.Partition of Lease by Building; No Cross Default; Future Expansions.

A.As of the Effective Date, this Agreement shall constitute a separate and distinct, stand alone lease for each of the individual Buildings in the Building Project (individually or collectively, a “Stand Alone Lease”). Each Stand Alone Lease shall operate independently of all other Stand Alone Leases as if each was entered into separately without reference to the other. Except as otherwise expressly stated herein, each Stand Alone Lease shall be on the exact same terms and conditions as are set forth in the Lease attached hereto as Exhibit A, provided that each Stand Alone Lease shall only govern the RSF by Building as set forth on Exhibit B (as may be expanded or modified from time to time) for the Building in question. Accordingly, the definition of “Premises” in the Lease which pertains to the leased space as a whole shall hereby be amended with respect to each Stand Alone Lease so to cover only the RSF by Building as governed by the applicable Stand Alone Lease.

B.To the extent any provision in the Lease operates to proportionately allocate any rights and/or obligations under the Lease based on rentable square footage, such rights and/or obligations in each Stand Alone Lease shall hereby be amended so as to be allocated proportionately based on the ratio of the amount of rentable square feet of leased space held by Tenant under each Stand Alone Lease bears in relation to the total amount of rentable square feet in the Building Project as a whole. Accordingly, Tenant’s Share of the Project shall be calculated separately for each Stand Alone Lease in accordance with the Lease. Without limiting the generality of the foregoing, all obligations for Common Area Costs, Real Estate Taxes, Landlord’s Insurance Costs and all other charges applicable to the Premises during the Lease Term shall be applicable to the Premises governed by each Stand Alone Lease calculated at the same rates, amounts, and escalations. Notwithstanding any provision to the contrary, it is the intent of the parties that such allocation on the basis of each Stand Alone Lease shall not serve to expand or diminish any rights and/or obligations of a party under the Lease when viewed as a whole, including, without limitation, Tenant’s right to park in the Parking Areas that correspond to the Parking Ratio (as such terms are defined in the Lease).

C.Anything to the contrary in the foregoing notwithstanding, Base Rent due from Tenant under each Stand Alone Lease shall be calculated at the same rates, amounts, and escalations as set forth in the Sixth Amendment to Lease Agreement dated as of March 31, 2006, applied to the RSF by Building governed by the Stand Alone Lease in question. A Schedule of Base Rent for the 3130 Building is attached hereto as Exhibit C. Tenant shall continue to pay Base Rent to the Landlord’s property management company in one check in the manner provided by the Lease until one or more Buildings is sold to third party at which time, Tenant shall pay by separate check for each separate landlord.

D.Each Stand Alone Lease shall be enforced separately, and not be cross-defaulted to any other Stand Alone Lease (i.e., a default under one Stand Alone Lease shall not automatically trigger a default under another Stand Alone Lease).

2

E.Any future expansions of the Premises (including the Building located at 2985 Gateway Drive, Norcross, Georgia, being a part of the Building Project, in which Landlord and Tenant are contemplating a future expansion), shall be effected by way of an amendment to the Stand Alone Lease for the individual Building(s) in question.

2.Brokers. Tenant warrants and represents to Landlord that except for Jackson Oats Shaw Corporate Real Estate, LLC (“Landlord’s Broker”), no broker, finder, real estate agent or other person is entitled to a commission, fee or other compensation in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder. Tenant further warrants and represents that no broker, finder, real estate agent or other person has represented Tenant in any negotiations in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder, including, without limitation, Newmark Southern Region, LLC or its affiliates. The commission of Landlord’s Broker shall be paid by Landlord pursuant to a separate written agreement.  Tenant hereby indemnifies and holds harmless Landlord from any and all claims, losses, costs and damages (including reasonable attorneys’ fees) arising in connection with any claims against Landlord for broker’s commissions, fees, or other compensation; the foregoing indemnity shall not include the fees of the brokers identified above.

3.Authority.   Landlord and Tenant affirm and covenant that each has the authority to enter into this Agreement, to abide by the terms hereof, and that the signatories hereto are authorized representatives of their respective entities empowered by their respective entities to execute this Agreement.  Upon Landlord’s request, Tenant shall provide evidence of the foregoing to Landlord.

4.Ratification.  Except as expressly amended by this Agreement, the Lease remains unchanged and is hereby ratified and confirmed by Landlord and Tenant. All other terms, covenants and conditions of the Lease shall remain in full force and effect, and this Agreement shall be binding upon the parties hereto and their respective successors and assigns. In the event of a conflict between the terms and conditions of the Lease and those set forth in this Agreement, the terms and conditions of this Agreement shall control.

5.Miscellaneous. This Agreement shall be governed by the laws of the State in which the Building is located.  Any terms used in this Agreement as defined terms, but which are not defined herein, shall have the meanings attributed to them in the Lease.  The submission of this Agreement to Tenant for examination and consideration does not constitute an offer to amend the Lease, and this Agreement shall become effective only upon the execution and delivery thereof by both Landlord and Tenant.  The Lease, as amended hereby, contains the entire agreement between the parties, and no representations, inducements, promises, agreements, oral or otherwise, between the parties not embodied in the Lease, as amended hereby, shall be of any force or effect.  Time is of the essence as to all of the obligations of Tenant under the Lease and this Agreement.  This Agreement has been negotiated “at arms length” by Landlord and Tenant, each having the opportunity to be represented by legal counsel.  Therefore, this Agreement shall not be strictly construed against either party by reason of the fact that

3

one party may have drafted this Agreement.  This Agreement may be executed by the parties signing different counterparts of this Agreement, which counterparts together shall constitute the agreement of the parties.

[Signatures on Next Page]

4

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and year first above written.

LANDLORD:
BUSINESS PARK INVESTORS GROUP, LLC,
a Delaware limited liability company
By:	/s/ Craig Bernstein
Name:				Craig Bernstein
Title:			Managing Member
TENANT:
IMMUCOR, INC., a Georgia corporation
By:		/s/ Ralph A. Eatz
Name:					Ralph A. Eatz
Title:			Senior Vice President

5

Exhibit A

Lease Documents

[The documents in this Exhibit A have been separately filed and are therefore not included here.]

Exhibit B

Rentable Square Feet by Building

1.2975 Building – 13,453 rsf

2.2990 Building – 29,794 rsf

3.3130 Building – 37,931 rsf

4.3150 Building – 15,759 rsf

5.7000 Building – 14,306 rsf

Exhibit C

Base Rent Schedule for 3130 Building

Time Period	Base Rent Per Rentable Square Foot Per Annum		Monthly Base Rent
12/1/2006-11/30/2007	$	7.49	$	23,675.27
12/1/2007-11/30/2008	$	6.52	$	20,609.18
12/1/2008-11/30/2009	$	6.76	$	21,367.80
12/1/2009-11/30/2010	$	7.01	$	22,158.03
12/1/2010-11/30/2011	$	7.28	$	23,011.47
12/1/2011-11/30/2012	$	9.22	$	29,143.65
12/1/2012-11/30/2013	$	9.50	$	30,028.71
12/1/2013-11/30/2014	$	9.79	$	30,945.37
12/1/2014-11/30/2015	$	10.08	$	31,862.04
12/1/2015-06/30/2016	$	10.38	$	32,810.32

EX-10.1.13

Exhibit 10.1.13

AMENDED AND RESTATED OFFICE LEASE AGREEMENT

[3150 BUILDING]

THIS AMENDED AND RESTATED OFFICE LEASE AGREEMENT (this “Agreement”), is made and entered into as of the 26th day of January 2007 (the “Effective Date”), by and between BUSINESS PARK INVESTORS GROUP, LLC, a Delaware limited liability company, successor-in-interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., which, in turn, is successor-in—interest to Connecticut General Life Insurance Company (“Landlord”) and IMMUCOR, INC., a Georgia corporation (“Tenant”).

WITNESSETH:

WHEREAS, Tenant and Landlord entered into that certain Office Lease Agreement, dated as of February 2, 1996, as amended by that certain First Amendment to Lease Agreement dated as of March 8, 1998, as amended by that certain Second Amendment to Lease Agreement dated as of August 18, 1998, as amended by that certain Third Amendment to Lease Agreement dated as of August 19, 1999, as amended by that certain Fourth Amendment to Lease Agreement dated as of August 8, 2002, as amended by that certain Amended and Restated Fifth Amendment to Lease Agreement dated as of January 18, 2005, and as further amended by that certain Sixth Amendment to Lease Agreement dated as of March 31, 2006 (as so amended, the “Lease”) with respect to the therein described space located as more particularly described in the Lease in the buildings known as 2975 Gateway Drive, Norcross, Georgia (the “2975 Building”), 2990 Gateway Drive, Norcross, Georgia (the “2990 Building”), 3130 Gateway Drive, Norcross, Georgia (the “3130 Building”), 3150 Gateway Drive, Norcross, Georgia (the “3150 Building”), and 7000 Peachtree Industrial Boulevard, Norcross, Georgia (the “7000 Building”) (individually and collectively, the “Building”) located in that certain office park known as Colony Center Business Park (the “Building Project”); and

WHEREAS, true and correct copies of the Lease (including all amendments thereto) are attached hereto as Exhibit A; and

WHEREAS, the rentable square feet of leased space currently held by Tenant within each individual Building in the Building Project is set forth on Exhibit B attached hereto (“RSF by Building”); and

WHEREAS, Landlord and Tenant desire to amend and restate the terms of the Lease in its entirety for the sole purpose of partitioning the Lease by individual Building on a stand alone basis pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein and in the Lease, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1

1.     Partition of Lease by Building; No Cross Default; Future Expansions.

A.    As of the Effective Date, this Agreement shall constitute a separate and distinct, stand alone lease for each of the individual Buildings in the Building Project (individually or collectively, a “Stand Alone Lease”). Each Stand Alone Lease shall operate independently of all other Stand Alone Leases as if each was entered into separately without reference to the other. Except as otherwise expressly stated herein, each Stand Alone Lease shall be on the exact same terms and conditions as are set forth in the Lease attached hereto as Exhibit A, provided that each Stand Alone Lease shall only govern the RSF by Building as set forth on Exhibit B (as may be expanded or modified from time to time) for the Building in question. Accordingly, the definition of “Premises” in the Lease which pertains to the leased space as a whole shall hereby be amended with respect to each Stand Alone Lease so to cover only the RSF by Building as governed by the applicable Stand Alone Lease.

B.    To the extent any provision in the Lease operates to proportionately allocate any rights and/or obligations under the Lease based on rentable square footage, such rights and/or obligations in each Stand Alone Lease shall hereby be amended so as to be allocated proportionately based on the ratio of the amount of rentable square feet of leased space held by Tenant under each Stand Alone Lease bears in relation to the total amount of rentable square feet in the Building Project as a whole. Accordingly, Tenant’s Share of the Project shall be calculated separately for each Stand Alone Lease in accordance with the Lease. Without limiting the generality of the foregoing, all obligations for Common Area Costs, Real Estate Taxes, Landlord’s Insurance Costs and all other charges applicable to the Premises during the Lease Term shall be applicable to the Premises governed by each Stand Alone Lease calculated at the same rates, amounts, and escalations. Notwithstanding any provision to the contrary, it is the intent of the parties that such allocation on the basis of each Stand Alone Lease shall not serve to expand or diminish any rights and/or obligations of a party under the Lease when viewed as a whole, including, without limitation, Tenant’s right to park in the Parking Areas that correspond to the Parking Ratio (as such terms are defined in the Lease).

C.    Anything to the contrary in the foregoing notwithstanding, Base Rent due from Tenant under each Stand Alone Lease shall be calculated at the same rates, amounts, and escalations as set forth in the Sixth Amendment to Lease Agreement dated as of March 31, 2006, applied to the RSF by Building governed by the Stand Alone Lease in question. A Schedule of Base Rent for the 3150 Building is attached hereto as Exhibit C. Tenant shall continue to pay Base Rent to the Landlord’s property management company in one check in the manner provided by the Lease until one or more Buildings is sold to third party at which time, Tenant shall pay by separate check for each separate landlord.

D.    Each Stand Alone Lease shall be enforced separately, and not be cross-defaulted to any other Stand Alone Lease (i.e., a default under one Stand Alone Lease shall not automatically trigger a default under another Stand Alone Lease).

2

E.     Any future expansions of the Premises (including the Building located at 2985 Gateway Drive, Norcross, Georgia, being a part of the Building Project, in which Landlord and Tenant are contemplating a future expansion), shall be effected by way of an amendment to the Stand Alone Lease for the individual Building(s) in question.

2.     Brokers. Tenant warrants and represents to Landlord that except for Jackson Oats Shaw Corporate Real Estate, LLC (“Landlord’s Broker”), no broker, finder, real estate agent or other person is entitled to a commission, fee or other compensation in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder. Tenant further warrants and represents that no broker, finder, real estate agent or other person has represented Tenant in any negotiations in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder, including, without limitation, Newmark Southern Region, LLC or its affiliates. The commission of Landlord’s Broker shall be paid by Landlord pursuant to a separate written agreement.  Tenant hereby indemnifies and holds harmless Landlord from any and all claims, losses, costs and damages (including reasonable attorneys’ fees) arising in connection with any claims against Landlord for broker’s commissions, fees, or other compensation; the foregoing indemnity shall not include the fees of the brokers identified above.

3.     Authority.   Landlord and Tenant affirm and covenant that each has the authority to enter into this Agreement, to abide by the terms hereof, and that the signatories hereto are authorized representatives of their respective entities empowered by their respective entities to execute this Agreement.  Upon Landlord’s request, Tenant shall provide evidence of the foregoing to Landlord.

4.     Ratification.  Except as expressly amended by this Agreement, the Lease remains unchanged and is hereby ratified and confirmed by Landlord and Tenant. All other terms, covenants and conditions of the Lease shall remain in full force and effect, and this Agreement shall be binding upon the parties hereto and their respective successors and assigns. In the event of a conflict between the terms and conditions of the Lease and those set forth in this Agreement, the terms and conditions of this Agreement shall control.

5.     Miscellaneous. This Agreement shall be governed by the laws of the State in which the Building is located.  Any terms used in this Agreement as defined terms, but which are not defined herein, shall have the meanings attributed to them in the Lease.  The submission of this Agreement to Tenant for examination and consideration does not constitute an offer to amend the Lease, and this Agreement shall become effective only upon the execution and delivery thereof by both Landlord and Tenant.  The Lease, as amended hereby, contains the entire agreement between the parties, and no representations, inducements, promises, agreements, oral or otherwise, between the parties not embodied in the Lease, as amended hereby, shall be of any force or effect.  Time is of the essence as to all of the obligations of Tenant under the Lease and this Agreement.  This Agreement has been negotiated “at arms length” by Landlord and Tenant, each having the opportunity to be represented by legal counsel.  Therefore, this Agreement shall not be strictly construed against either party by reason of the fact that

3

one party may have drafted this Agreement.  This Agreement may be executed by the parties signing different counterparts of this Agreement, which counterparts together shall constitute the agreement of the parties.

[Signatures on Next Page]

4

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and year first above written.

LANDLORD:
BUSINESS PARK INVESTORS GROUP, LLC,
a Delaware limited liability company
By:	/s/ Craig Bernstein
Name:					Craig Bernstein
Title:			Managing Member
TENANT:
IMMUCOR, INC., a Georgia corporation
By:		/s/ Ralph A. Eatz
Name:						Ralph A. Eatz
Title:				Senior Vice President

5

Exhibit A

Lease Documents

[The documents in this Exhibit A have been separately filed and are therefore not included here.]

Exhibit B

Rentable Square Feet by Building

1.2975 Building – 13,453 rsf

2.2990 Building – 29,794 rsf

3.3130 Building – 37,931 rsf

4.3150 Building – 15,759 rsf

5.7000 Building – 14,306 rsf

Exhibit C

Base Rent Schedule for 3150 Building

Time Period	Base Rent Per Rentable Square Foot Per Annum		Monthly Base Rent
12/1/2006-11/30/2007	$	7.49	$	9,836.24
12/1/2007-11/30/2008	$	6.52	$	8,562.39
12/1/2008-11/30/2009	$	6.76	$	8,877.57
12/1/2009-11/30/2010	$	7.01	$	9,205.88
12/1/2010-11/30/2011	$	7.28	$	9,560.46
12/1/2011-11/30/2012	$	9.22	$	12,108.17
12/1/2012-11/30/2013	$	9.50	$	12,475.88
12/1/2013-11/30/2014	$	9.79	$	12,856.72
12/1/2014-11/30/2015	$	10.08	$	13,237.56
12/1/2015-06/30/2016	$	10.38	$	13,631.54

EX-10.1.14

Exhibit 10.1.14

AMENDED AND RESTATED OFFICE LEASE AGREEMENT

[7000 BUILDING]

THIS AMENDED AND RESTATED OFFICE LEASE AGREEMENT (this “Agreement”), is made and entered into as of the 26th day of January 2007 (the “Effective Date”), by and between BUSINESS PARK INVESTORS GROUP, LLC, a Delaware limited liability company, successor-in-interest to AP-Southeast Realty LP, successor by name change to Crocker Realty Trust, L.P., which, in turn, is successor-in—interest to Connecticut General Life Insurance Company (“Landlord”) and IMMUCOR, INC., a Georgia corporation (“Tenant”).

WITNESSETH:

WHEREAS, Tenant and Landlord entered into that certain Office Lease Agreement, dated as of February 2, 1996, as amended by that certain First Amendment to Lease Agreement dated as of March 8, 1998, as amended by that certain Second Amendment to Lease Agreement dated as of August 18, 1998, as amended by that certain Third Amendment to Lease Agreement dated as of August 19, 1999, as amended by that certain Fourth Amendment to Lease Agreement dated as of August 8, 2002, as amended by that certain Amended and Restated Fifth Amendment to Lease Agreement dated as of January 18, 2005, and as further amended by that certain Sixth Amendment to Lease Agreement dated as of March 31, 2006 (as so amended, the “Lease”) with respect to the therein described space located as more particularly described in the Lease in the buildings known as 2975 Gateway Drive, Norcross, Georgia (the “2975 Building”), 2990 Gateway Drive, Norcross, Georgia (the “2990 Building”), 3130 Gateway Drive, Norcross, Georgia (the “3130 Building”), 3150 Gateway Drive, Norcross, Georgia (the “3150 Building”), and 7000 Peachtree Industrial Boulevard, Norcross, Georgia (the “7000 Building”) (individually and collectively, the “Building”) located in that certain office park known as Colony Center Business Park (the “Building Project”); and

WHEREAS, true and correct copies of the Lease (including all amendments thereto) are attached hereto as Exhibit A; and

WHEREAS, the rentable square feet of leased space currently held by Tenant within each individual Building in the Building Project is set forth on Exhibit B attached hereto (“RSF by Building”); and

WHEREAS, Landlord and Tenant desire to amend and restate the terms of the Lease in its entirety for the sole purpose of partitioning the Lease by individual Building on a stand alone basis pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein and in the Lease, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1

1.Partition of Lease by Building; No Cross Default; Future Expansions.

A.As of the Effective Date, this Agreement shall constitute a separate and distinct, stand alone lease for each of the individual Buildings in the Building Project (individually or collectively, a “Stand Alone Lease”). Each Stand Alone Lease shall operate independently of all other Stand Alone Leases as if each was entered into separately without reference to the other. Except as otherwise expressly stated herein, each Stand Alone Lease shall be on the exact same terms and conditions as are set forth in the Lease attached hereto as Exhibit A, provided that each Stand Alone Lease shall only govern the RSF by Building as set forth on Exhibit B (as may be expanded or modified from time to time) for the Building in question. Accordingly, the definition of “Premises” in the Lease which pertains to the leased space as a whole shall hereby be amended with respect to each Stand Alone Lease so to cover only the RSF by Building as governed by the applicable Stand Alone Lease.

B.To the extent any provision in the Lease operates to proportionately allocate any rights and/or obligations under the Lease based on rentable square footage, such rights and/or obligations in each Stand Alone Lease shall hereby be amended so as to be allocated proportionately based on the ratio of the amount of rentable square feet of leased space held by Tenant under each Stand Alone Lease bears in relation to the total amount of rentable square feet in the Building Project as a whole. Accordingly, Tenant’s Share of the Project shall be calculated separately for each Stand Alone Lease in accordance with the Lease. Without limiting the generality of the foregoing, all obligations for Common Area Costs, Real Estate Taxes, Landlord’s Insurance Costs and all other charges applicable to the Premises during the Lease Term shall be applicable to the Premises governed by each Stand Alone Lease calculated at the same rates, amounts, and escalations. Notwithstanding any provision to the contrary, it is the intent of the parties that such allocation on the basis of each Stand Alone Lease shall not serve to expand or diminish any rights and/or obligations of a party under the Lease when viewed as a whole, including, without limitation, Tenant’s right to park in the Parking Areas that correspond to the Parking Ratio (as such terms are defined in the Lease).

C.Anything to the contrary in the foregoing notwithstanding, Base Rent due from Tenant under each Stand Alone Lease shall be calculated at the same rates, amounts, and escalations as set forth in the Sixth Amendment to Lease Agreement dated as of March 31, 2006, applied to the RSF by Building governed by the Stand Alone Lease in question. A Schedule of Base Rent for the 7000 Building is attached hereto as Exhibit C. Tenant shall continue to pay Base Rent to the Landlord’s property management company in one check in the manner provided by the Lease until one or more Buildings is sold to third party at which time, Tenant shall pay by separate check for each separate landlord.

D.Each Stand Alone Lease shall be enforced separately, and not be cross-defaulted to any other Stand Alone Lease (i.e., a default under one Stand Alone Lease shall not automatically trigger a default under another Stand Alone Lease).

2

E.Any future expansions of the Premises (including the Building located at 2985 Gateway Drive, Norcross, Georgia, being a part of the Building Project, in which Landlord and Tenant are contemplating a future expansion), shall be effected by way of an amendment to the Stand Alone Lease for the individual Building(s) in question.

2.Brokers. Tenant warrants and represents to Landlord that except for Jackson Oats Shaw Corporate Real Estate, LLC (“Landlord’s Broker”), no broker, finder, real estate agent or other person is entitled to a commission, fee or other compensation in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder. Tenant further warrants and represents that no broker, finder, real estate agent or other person has represented Tenant in any negotiations in connection with or as a result of this Agreement or the transactions contemplated hereby or hereunder, including, without limitation, Newmark Southern Region, LLC or its affiliates. The commission of Landlord’s Broker shall be paid by Landlord pursuant to a separate written agreement.  Tenant hereby indemnifies and holds harmless Landlord from any and all claims, losses, costs and damages (including reasonable attorneys’ fees) arising in connection with any claims against Landlord for broker’s commissions, fees, or other compensation; the foregoing indemnity shall not include the fees of the brokers identified above.

3.Authority.   Landlord and Tenant affirm and covenant that each has the authority to enter into this Agreement, to abide by the terms hereof, and that the signatories hereto are authorized representatives of their respective entities empowered by their respective entities to execute this Agreement.  Upon Landlord’s request, Tenant shall provide evidence of the foregoing to Landlord.

4.Ratification.  Except as expressly amended by this Agreement, the Lease remains unchanged and is hereby ratified and confirmed by Landlord and Tenant. All other terms, covenants and conditions of the Lease shall remain in full force and effect, and this Agreement shall be binding upon the parties hereto and their respective successors and assigns. In the event of a conflict between the terms and conditions of the Lease and those set forth in this Agreement, the terms and conditions of this Agreement shall control.

5.Miscellaneous. This Agreement shall be governed by the laws of the State in which the Building is located.  Any terms used in this Agreement as defined terms, but which are not defined herein, shall have the meanings attributed to them in the Lease.  The submission of this Agreement to Tenant for examination and consideration does not constitute an offer to amend the Lease, and this Agreement shall become effective only upon the execution and delivery thereof by both Landlord and Tenant.  The Lease, as amended hereby, contains the entire agreement between the parties, and no representations, inducements, promises, agreements, oral or otherwise, between the parties not embodied in the Lease, as amended hereby, shall be of any force or effect.  Time is of the essence as to all of the obligations of Tenant under the Lease and this Agreement.  This Agreement has been negotiated “at arms length” by Landlord and Tenant, each having the opportunity to be represented by legal counsel.  Therefore, this Agreement shall not be strictly construed against either party by reason of the fact that

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one party may have drafted this Agreement.  This Agreement may be executed by the parties signing different counterparts of this Agreement, which counterparts together shall constitute the agreement of the parties.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and year first above written.

LANDLORD:
BUSINESS PARK INVESTORS GROUP, LLC,
a Delaware limited liability company
By:	/s/	Craig Bernstein
Name:		Craig Bernstein
Title:		Managing Member
TENANT:
IMMUCOR, INC., a Georgia corporation
By:	/s/	Ralph A. Eatz
Name:		Ralph A. Eatz
Title:		Senior Vice President

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Exhibit A

Lease Documents

[The documents in this Exhibit A have been separately filed and are therefore not included here.]

Exhibit B

Rentable Square Feet by Building

1.2975 Building – 13,453 rsf

2.2990 Building – 29,794 rsf

3.3130 Building – 37,931 rsf

4.3150 Building – 15,759 rsf

5.7000 Building – 14,306 rsf

Exhibit C

Base Rent Schedule for 7000 Building

Time Period	Base Rent Per Rentable Square Foot Per Annum		Monthly Base Rent
12/1/2006-11/30/2007	$	7.49	$	8,929.33
12/1/2007-11/30/2008	$	6.52	$	7,772.93
12/1/2008-11/30/2009	$	6.76	$	8,059.05
12/1/2009-11/30/2010	$	7.01	$	8,357.09
12/1/2010-11/30/2011	$	7.28	$	8,678.97
12/1/2011-11/30/2012	$	9.22	$	10,991.78
12/1/2012-11/30/2013	$	9.50	$	11,325.58
12/1/2013-11/30/2014	$	9.79	$	11,671.31
12/1/2014-11/30/2015	$	10.08	$	12,017.04
12/1/2015-06/30/2016	$	10.38	$	12,374.69

EX-10.2

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”).

1.1Parties:  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”).

1.2Premises:  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.”

1.3Term: 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.

1.4Base 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.

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

(a)	Industrial Center	3.882	%
(b)	Building	25.189	%
(c)	Base Year	2006

1.6Tenant’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

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(d)	Real Property Taxes (Paragraph 10)	$	0.00
(e)	HVAC maintenance (Paragraph 4.2)	$	0.00
	Estimated Monthly Payment	$	6,579.64

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

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

1.9Guarantor(s):N/A

1.10Addenda 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

1.11Address 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

1.12Brokers: CB Richard Ellis (Landlord)

Trammell Crow Services, Inc. (Tenant)

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2.Premises, Parking and Common Areas.

2.1Letting.  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.

2.2Common 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.

2.3Common 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.

2.4Common 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.

2.5Common 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

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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.

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

3.2Delay 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,

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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.

3.3Commencement 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.

4.1Base 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.

4.2Operating 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.

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(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

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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

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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.

6.1Permitted 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.

6.2Hazardous 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

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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,

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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.

6.3Tenant’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

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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.

6.4Inspection; 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.

7.1Tenant’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.

7.2Landlord’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,

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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.

7.3Alterations.  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.

7.4Surrender/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.

8.1Payment 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.

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8.2Tenant’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.

8.3Landlord’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.

8.4Waiver 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

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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.

8.6Exemption 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.

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9.Damage or Destruction.

9.1Termination 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.

9.2Damage 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.

10.1Payment 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.

10.2Real 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

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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

10.3Additional 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.

10.4Joint 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.

10.5Tenant’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.

12.1Landlord’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

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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.

13.1Default.  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;

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(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;

13.2Remedies.  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”.

13.3Late 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

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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.

15.1Estoppel 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.

15.2Financial 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.

16.1Severability.  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.

16.2Interest 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.

16.3Time 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.

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16.4Landlord 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.

16.5No 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.

16.6Notice 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.

16.7Date 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.

16.8Waivers.  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.

16.9Holdover.  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

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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.

16.10Cumulative 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.

16.11Binding 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.

16.12Landlord.  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.

16.13Attorneys’ 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.

16.14Landlord’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

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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.

16.15Signs.  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.

16.16Termination: 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.

16.17Quiet 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.

16.18Subordination; 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.

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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.

16.19Rules 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.

16.20Security 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.

16.21Reservations.  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.

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

16.22Conflict. 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.

16.23Offer.  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.

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

16.25Multiple 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.

16.26Authority.  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.

16.27Brokers.  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.

16.28Usufruct.  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.

16.29Lease 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.

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16.30Counterparts.  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.

16.31Interpretation.  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

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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

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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

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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

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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.

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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

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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.

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(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

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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.

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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

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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:

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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.

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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

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EXHIBIT A

DESCRIPTION OF PREMISES

2935 Amwiler Rd., Suite C

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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.

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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.

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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 QUESTIONNAIREFOR 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.

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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.

1-0PLANNED 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

2.0HAZARDOUS 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:

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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:

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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.

3.0HAZARDOUS 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)

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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.

4.0USTS/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.

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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.

5.0ASBESTOS 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

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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.

6.0REGULATORY

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.

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Signature:	/s/ Ralph Eatz
Name:	Ralph Eatz
Title:	Senior Vice President
Date:	December 27, 2005
Telephone:	(770) 441-2051

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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.

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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:

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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

EX-21

Exhibit 21

Subsidiaries of Registrant

Subsidiary	Jurisdiction of Organization
Immucor Medizinische Diagnostik GmbH	Germany
Immucor Italia S.r.l.	Italy
Immucor Diagnosticos Medicos Lda.	Portugal
Gamma Biologicals, Inc.	United States (Texas)
Dominion Biologicals Limited	Canada
Immucor, S.L.	Spain
Immucor Gamma Benelux SPRL.	Belgium
Immucor-Kainos, Inc.	Japan
BCA Acquisition Corporation	United States (Georgia)
Immucor Sales, Inc.	United States (Georgia)

The Company owns, directly or indirectly, 100% of each of the above entities.

EX-23.1

Exhibit 23.1

Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

We have issued our reports dated July 27, 2007, accompanying the consolidated financial statements (which report expressed an unqualified opinion and contains an explanatory paragraph relating to the adoption of SFAS 123R effective June 1, 2006) and schedule and management’s assessment of the effectiveness of internal control over financial reporting included in the Annual Report of Immucor, Inc. on Form 10-K for the year ended May 31, 2007.  We hereby consent to the incorporation by reference of said reports in the Registration Statements of Immucor, Inc. on Forms S-8 (file numbers 333-131399, 33-41406, 33-49882, 033-62097, 333-90552, 333-109210, and 333-131902).

Atlanta, Georgia
July 27, 2007

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-41406, 33-49882, 033-62097, 333-90552, 333-109210, 333-131399 and 333-131902 on Form S-8 pertaining to the 1990 Stock Option Plan; Immucor, Inc. 1990 Stock Option Plan; 1995 Stock Option Plan; Immucor, Inc. 1998 Stock Option Plan; Immucor, Inc. 1995 Stock Option Plan; Immucor, Inc., 2003 Stock Option Plan; and Immucor Inc., 2005 Long-Term Incentive Plan, respectively, of Immucor, Inc., of our report dated September 13, 2005, except for the impact of the 3-for-2 stock split in fiscal 2006 as discussed in Note 1, as to which the date is July 28, 2006, with respect to the consolidated financial statements and schedule of Immucor, Inc., included in the Annual Report (Form 10-K) for the year ended May 31, 2007.

/s/ Ernst & Young LLP

Atlanta, Georgia
July 27, 2007

EX-31.1

Exhibit 31.1

I, Gioacchino De Chirico, certify that:

1.     I have reviewed this annual report on Form 10-K of Immucor, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2007

 /s/ Gioacchino De Chirico

Gioacchino De Chirico,

Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

I, Patrick D. Waddy, certify that:

1.I have reviewed this annual report on Form 10-K of Immucor, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-l5(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 27, 2007

/s/ Patrick D. Waddy

Patrick D. Waddy,

Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K for the period ended May 31, 2007 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

(1)       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

July 27, 2007	/s/ Gioacchino De Chirico
	Gioacchino De Chirico
	Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K for the period ended May 31, 2007 (the “Report”) of Immucor, Inc. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I certify, to the best of my knowledge, that:

(1)       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)       The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

July 27, 2007	/s/ Patrick D. Waddy
	Patrick D. Waddy
	Interim Chief Financial Officer