Assignment of Lease Agreement between NeoPath, Inc. and AutoCyte, Inc.

Summary

NeoPath, Inc. is transferring its rights and obligations under a lease for premises in Redmond, Washington, to AutoCyte, Inc., effective upon the closing of a related merger agreement. NeoPath remains liable for all lease obligations and guarantees AutoCyte’s performance under the lease. AutoCyte accepts the assignment and agrees to fulfill all tenant responsibilities as if it were the original tenant. The agreement is formalized with notarized signatures from both parties’ representatives.

EX-10.27 5 g75118ex10-27.txt ASSIGNMENT OF THE LEASE AGREEMENT EXHIBIT 10.27 ASSIGNMENT OF LEASE For valuable consideration, and subject to the continuation of liability set forth herein, NeoPath, Inc. ("Assignor") does hereby assign and transfer to AutoCyte, Inc. ("Assignee") all the Assignor's right, title, and interest in and to that certain lease dated October 1, 1994, amended February 16, 1995, further amended November 21, 1995, and further amended November 6, 1997 (the "Lease") by and between TIAA Realty Inc., a Delaware corporation, as successor to Teachers Insurance & Annuity Association, a New York corporation, as Landlord, and Neopath, Inc., as Tenant, covering the premises located at 8271 - 154th AVENUE N.E. ,"Redmond WA 98052 Buildings "H" AND "K," approximately 72,000 Square feet, effective the date of the transaction contemplated in the Agreement and Plan of Merger among Autocyte, Inc., Trilogy Acquisition Corporation, and Neopath, Inc. dated June 4, 1999. Such assignment shall not affect the liability of Assignor under the Lease, and Assignor shall continue to be responsible for the performance of all provisions and conditions thereof. Assignor also guarantees the full and faithful performance by Assignee of all such provisions and conditions of the Lease. Landlord shall retain all rights and remedies under the Lease against Assignor as if this Lease had not been assigned. ASSIGNOR: NeoPath, Inc. By: /s/ David H. Robison -------------------------------- Name: David H. Robinson Its: V.P. of Operations ACCEPTANCE OF ASSIGNMENT AutoCyte, Inc. the Assignee named in the foregoing Assignment hereby accepts said Assignment, and hereby assumes and agrees to keep, perform and be bound by all the terms, covenants, conditions, and obligations contained in the Lease on the part of the Tenant to be kept and performed as though the undersigned was the original Tenant thereunder effective the date of the transaction contemplated in the Agreement and Plan of Merger among AutoCyte, Inc., Trilogy Acquisition Corporation and NeoPath, Inc. dated June 4, 1999. ASSIGNEE: AutoCyte, Inc. By: /s/ William O. Green --------------------------- Name: William O. Green Its: V.P. and CFO STATE OF ___________________) )ss. COUNTY OF __________________) I certify that I know or have satisfactory evidence that _______________ is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledge it as the _______________________________________ of ______________________ to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated:____________________. ________________________________________ (Signature) ________________________________________ (Print Name) Notary Public, in and for the State of Washington, residing at _____________ My Commission Expires __________________ STATE OF NORTH CAROLINA ) )ss. COUNTY OF ALAMANCE ) I certify that I know or have satisfactory evidence that William O. Green is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledge it as the V.P. and CFO of AutoCyte, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: 9/28/99 /s/ Jo C. Oakes ------------------------------- (Signature) Jo C. Oakes ------------------------------ (Print Name) Notary Public, in and for the State of North Carolina residing at 619 Country Club Dr., Burlington My Commission Expires 7/16/03 ----------------------- STATE OF WASHINGTON ) Notary Public )ss. State of Washington County of King ) SHAWN E, KENNEDY My Appointment Expires November 20, 2000 ----------------------- I certify that I know or have satisfactory evidence that David Robison is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledge it as the officer of NeoPath, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: 9-27-99 /s/ Shawn E. Kennedy ---------------------------------- (Signature) Shawn E. Kennedy ---------------------------------- (Print Name) Notary Public, in and for the State of Washington, residing at Monroe, WA My Commission Expires 11-20-2000 ----------------------- STATE OF WASHINGTON ) Notary Public )ss. State of Washington County of King ) SHAWN E, KENNEDY My Appointment Expires November 20, 2000 ----------------------- I certify that I know or have satisfactory evidence that David Robison is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledge it as the officer of NeoPath, Inc. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: 9-27-99 /s/ Shawn E. Kennedy ---------------------------------- (Signature) Shawn E. Kennedy ---------------------------------- (Print Name) Notary Public, in and for the State of Washington, residing at Monroe, WA My Commission Expires 11-20-2000