Exhibit 10.7
EXHIBIT F FORM OF ASSIGNMENT OF ASSETS
THIS ASSIGNMENT OF ASSETS (the "ASSIGNMENT") is made as of
this ____ day of ____________, 1998 between XXXXXXX XXXXXXX, INC., a Delaware
corporation ("ASSIGNOR"), and AFFYMETRIX, INC., a California corporation
("ASSIGNEE").
WHEREAS, Assignor and Assignee are parties to that certain
Asset Purchase Agreement of even date herewith (the "AGREEMENT");
WHEREAS, Assignor is the owner of the Acquired Assets, as that
term is defined in the Agreement, which specifically includes the license
contained in that certain agreement between Assignor and Isis Innovation
Limited, revised as of April 17, 1996 (the "ISIS AGREEMENT");
NOW, THEREFORE, in consideration of the respective covenants
and promises contained herein and in the Agreement, and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. Assignor hereby assigns, grants, transfers, sells, sets
over, conveys, and delivers to Assignee and Assignee hereby accepts and assumes
all of Assignor's right, title and interest in and to all of the Acquired
Assets, including without limitation, the Isis Agreement.
2. Assignee hereby acknowledges that Assignor is making no
representation or warranty with respect to the Acquired Assets being conveyed
hereby except as specifically set forth in the Agreement.
3. Assignee does hereby assume and agree to perform, all of
Assignor's obligations under or with respect to the Isis Agreement, and any
other agreements included within the Acquired Assets, accruing from and after
the date hereof. Assignor shall remain liable for all of Assignor's obligations
under or with respect to the Acquired Assets accruing prior to the date hereof.
4. This Assignment shall be binding upon and inure to the
benefit of Assignor and Assignee and their respective heirs, executors,
administrators, successors and assigns.
5. This Assignment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, Assignor and Assignee have each executed
this Assignment as of the date first written above.
ASSIGNOR:
XXXXXXX XXXXXXX, INC., a Delaware corporation
By:
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Name:
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Title:
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ASSIGNEE:
AFFYMETRIX, INC., a California corporation
By:
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Name:
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Title:
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