Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, registered trademarks, trademark applications, registered copyrights and copyright applications owned by any of the Acquired Corporations. As of the date hereof, Part 2.6(a)(ii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the Acquired Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(i) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(iSchedule 2.6(a) of the Company Disclosure Schedule sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, trademark applications, registered copyrights copyright registrations and copyright applications applications, Internet domain names, and fictitious name and assumed name registrations owned by any of the Acquired Corporations. As , (ii) all patent applications that are currently in the name of the date hereof, Part 2.6(a)(ii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person inventors and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any which an Acquired Corporation under any has the right to receive an assignment, (iii) all computer programs and software applications for which an Acquired Corporation owns the copyright, and (iv) all material third party software license generally available technology licenses to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the an Acquired Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(iis the licensee party and which are set forth on Schedule 2.7(a)(iii) of the Company Disclosure Schedule. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the material Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation’s business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations has developed jointly with any other Person any material Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There Other than Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the Acquired Corporations, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered or made available by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset that is material to the business owned or exclusively licensed by any of the Acquired Corporations.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(iSchedule 3.6(a) of the Company Parent Disclosure Schedule sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, trademark applications, registered copyrights copyright registrations and copyright applications applications, Internet domain names, and fictitious name and assumed name registrations owned by any of the Acquired SafeNet Corporations. As , (ii) all patent applications that are currently in the name of inventors and for which a SafeNet Corporation has the date hereofright to receive an assignment, Part 2.6(a)(ii(iii) all computer programs and software applications for which a SafeNet Corporation owns the copyright, and (iv) all material third party technology licenses to which a SafeNet Corporation is the licensee party and which are set forth on Schedule 3.7(a)(iii) of the Company Parent Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect Schedule. Each SafeNet Corporation has good, valid and marketable title to, each Proprietary Asset that is licensed or has a valid right to use, license or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public)exploit, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the Acquired material SafeNet Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(i) necessary for the conduct of the Company Disclosure Schedulesuch SafeNet Corporation’s business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired SafeNet Corporations has developed jointly with any other Person any Acquired material SafeNet Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There Other than Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the SafeNet Corporations, there is no Acquired SafeNet Corporation Contract (with the exception of end user license agreements in the form previously delivered or made available by Parent to the Company to ParentCompany) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired SafeNet Corporation Proprietary Asset that is material to the business owned or exclusively licensed by any of the Acquired SafeNet Corporations.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign issued patents, patent applications, registered trademarks, trademark applications, registered copyrights and copyright applications owned by any of the Acquired Corporations. As of the date hereof, Part 2.6(a)(ii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the publicpublic for a cost of less than $10,000), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to own all of the Acquired Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(i) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the such Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified or required to be identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations has developed jointly with any other Person any Acquired Corporation Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(iSchedule 2.7(a) of the Company Disclosure Schedule Letter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, material unregistered trademarks, trademark applications, registered copyrights copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the Acquired Corporations. As , (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which an Acquired Corporation has the date hereof, Part 2.6(a)(iiright to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which an Acquired Corporation is the licensee party and which are not set forth on Schedule 2.8(a)(iii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect Letter. Each Acquired Corporation has good, valid and marketable title to, each Proprietary Asset that is licensed or has a valid right to use, license or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public)exploit, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the material Acquired Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(i) necessary for the conduct of the Company Disclosure Schedulesuch Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations has developed jointly with any other Person any material Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There Other than the Material Acquired Corporations IP Contracts and Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the Acquired Corporations, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset that is material to the business owned or exclusively licensed by any of the Acquired Corporations.

Proprietary Assets. (a) As Schedule 3.6(a) of the Parent Disclosure Letter sets forth as of the date hereof, Part 2.6(a)(iof this Agreement (i) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, registered trademarks, unregistered trademarks, trademark applications, registered copyrights copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the Acquired XXXX Corporations. As , (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which a XXXX Corporation has the date hereof, Part 2.6(a)(iiright to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which a XXXX Corporation is the licensee party and which are not set forth on Schedule 3.7(a)(iii) of the Company Parent Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect Letter. Each XXXX Corporation has good, valid and marketable title to, each Proprietary Asset that is licensed or has a valid right to use, license or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public)exploit, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the Acquired material XXXX Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(i) necessary for the conduct of the Company Disclosure Schedulesuch XXXX Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired XXXX Corporations has developed jointly with any other Person any Acquired material XXXX Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There Other than Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the XXXX Corporations, there is no Acquired XXXX Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired XXXX Corporation Proprietary Asset that is material to the business owned or exclusively licensed by any of the Acquired XXXX Corporations.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(i2.9(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, registered trademarks, trademark applications, registered copyrights and copyright applications with respect to each Proprietary Asset owned by any of the Acquired Corporations. As Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the date hereof, jurisdictions covered by the applicable registration or application. Part 2.6(a)(ii2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by any of the Acquired Corporations that are material to the business of the Acquired Corporations. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $100,000 25,000 in the aggregate with respect to, each Proprietary Asset that is licensed or otherwise made available to any each of the Acquired Corporations by any Person (the "Licensed Assets") and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public)Corporations, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such the Acquired CorporationCorporations. The Acquired Corporations have good good, valid and valid marketable title to all of the Acquired Corporation Company Proprietary Assets identified or required to be identified in Part 2.6(a)(i) of the Company Disclosure Scheduleother than Licensed Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes Taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Licensed Assets identified in Part 2.6(a)(ii) of and any rights thereunder will not be affected by the Company Disclosure Scheduleentering into this Agreement and the agreements and transactions contemplated hereby. None of the The Acquired Corporations has have not developed jointly with any other Person any Acquired Corporation Company Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There is no Acquired Corporation Company Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Company Proprietary Asset that is material Asset, except non-exclusive licenses to the business of Company Proprietary Software granted in the Acquired Corporations' Ordinary Course of Business and set forth on Part 2.9(a)(iv) of the Company Disclosure Schedule.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(iSchedule 2.6(a) of the Company Disclosure Schedule Letter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, unregistered trademarks, trademark applications, registered copyrights copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the Acquired Corporations. As , (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which an Acquired Corporation has the date hereof, Part 2.6(a)(iiright to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which an Acquired Corporation is the licensee party and which are not set forth on Schedule 2.7(a)(iii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect Letter. Each Acquired Corporation has good, valid and marketable title to, each Proprietary Asset that is licensed or has a valid right to use, license or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public)exploit, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the material Acquired Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(i) necessary for the conduct of the Company Disclosure Schedulesuch Acquired Corporation’s business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations has developed jointly with any other Person any material Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There Other than Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the Acquired Corporations, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset that is material to the business owned or exclusively licensed by any of the Acquired Corporations.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(iSchedule 2.6(a) of the Company Disclosure Schedule Letter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, unregistered trademarks, trademark applications, registered copyrights copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the Acquired Corporations. As , (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which an Acquired Corporation has the date hereof, Part 2.6(a)(iiright to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which an Acquired Corporation is the licensee party and which are not set forth on Schedule 2.7(a)(iii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect Letter. Each Acquired Corporation has good, valid and marketable title to, each Proprietary Asset that is licensed or has a valid right to use, license or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public)exploit, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the material Acquired Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(i) necessary for the conduct of the Company Disclosure Schedulesuch Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations has developed jointly with any other Person any material Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There Other than Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the Acquired Corporations, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset that is material to the business owned or exclusively licensed by any of the Acquired Corporations.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(i2.9(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, registered trademarks, trademark applications, registered copyrights and copyright applications with respect to each Proprietary Asset owned by the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the Acquired Corporationsjurisdictions covered by the applicable registration or application. As of the date hereof, Part 2.6(a)(ii2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $100,000 50,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person (the "Licensed Assets") and is material to the business businesses of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public)Corporations, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such the Acquired CorporationCorporations. The Acquired Corporations have good good, valid and valid marketable title to all of the Acquired Corporation Company Proprietary Assets identified or required to be identified in Part 2.6(a)(i) of the Company Disclosure Scheduleother than Licensed Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course Ordinary Course of business Business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset assets subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Licensed Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of and any rights thereunder will not be affected by the Acquired Corporations has entering into this Agreement and the agreements and transactions contemplated hereby. The Acquired Corporations have not developed jointly with any other Person any Acquired Corporation a Company Proprietary Asset that is material to the business businesses of the Acquired Corporations and with respect to which such other Person has any rights. There is no Acquired Corporation Company Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Company Proprietary Asset that is material to the business of the Acquired CorporationsAsset.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a)(i2.9(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, registered trademarks, trademark applications, registered copyrights and copyright applications with respect to each Proprietary Asset owned by the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the Acquired Corporationsjurisdictions covered by the applicable registration or application. As of the date hereof, Part 2.6(a)(ii2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by the Acquired Corporations that are material to the business of the Acquired Corporations. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $100,000 40,000 per year with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any the Acquired Corporation Corporations under any third third-party software license generally available to the publicpublic or that was at the time the license was entered into available on substantially similar terms to companies that are similarly situated), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the Acquired Corporation Proprietary Assets identified or required purported to be identified in Part 2.6(a)(i) of owned by the Company Disclosure ScheduleAcquired Corporations, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired CorporationsEncumbrances other than Permitted Liens. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets required to be identified in Part 2.6(a)(ii2.9(a)(iii) of the Company Disclosure Schedule subject to the terms of any applicable Contracts. Except as set forth in Part 2.9(a)(iv) of the Company Disclosure Schedule. None , none of the Acquired Corporations has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There Except as set forth in Part 2.9(a)(v) of the Company Disclosure Schedule, there is no Acquired Corporation Contract (with the exception of end end-user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset that is material to the business of the Acquired CorporationsAsset.

Proprietary Assets. (aA) As of the date hereof, Part 2.6(a)(i2.13(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, registered trademarks, trademark applications, registered copyrights and copyright applications with respect to each Proprietary Asset owned by the Seller and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the Acquired Corporationsjurisdictions covered by the applicable registration or application. As of the date hereof, Part 2.6(a)(ii2.13(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Asset owned by the Seller that is material to the business of the Seller. Part 2.13(a)(iii) of the Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $100,000 10,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations Seller by any Person and is material to the business of the Acquired Corporations Seller (except for any Proprietary Asset that is licensed to any Acquired Corporation the Seller under any third party software license generally available to the publicpublic at a cost of less than $5,000), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporationthe Seller. The Acquired Corporations have Seller has good and valid title to all of the Acquired Corporation Seller Proprietary Assets identified or required to be identified in Part 2.6(a)(iParts 2.13(a)(i) and 2.13(a)(ii) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have Seller has a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii2.13(a)(iii) of the Company Disclosure Schedule. None Except as set forth in Part 2.13(a)(iv) of the Acquired Corporations Disclosure Schedule, the Seller has not developed jointly with any other Person any Acquired Corporation Seller Proprietary Asset that is material to the business of the Acquired Corporations Seller and with respect to which such other Person has any rights. There Except as set forth in Part 2.13(a)(v) of the Disclosure Schedule, there is no Acquired Corporation Seller Contract (with the exception of end user license agreements in the form previously delivered by the Company Seller to Parentthe Purchaser) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Seller Proprietary Asset that is material to the business of the Acquired CorporationsAsset.

Proprietary Assets. (a) As Schedule 3.6(a) of the Parent Disclosure Letter sets forth as of the date hereof, Part 2.6(a)(iof this Agreement (i) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, registered trademarks, unregistered trademarks, trademark applications, registered copyrights copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the Acquired XXXX Corporations. As , (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which a XXXX Corporation has the date hereof, Part 2.6(a)(iiright to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which a XXXX Corporation is the licensee party and which are not set forth on Schedule 3.7(a)(iii) of the Company Parent Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect Letter. Each XXXX Corporation has good, valid and marketable title to, each Proprietary Asset that is licensed or has a valid right to use, license or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public)exploit, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the Acquired material XXXX Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(i) necessary for the conduct of the Company Disclosure Schedulesuch XXXX Corporation’s business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired XXXX Corporations has developed jointly with any other Person any Acquired material XXXX Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There Other than Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the XXXX Corporations, there is no Acquired XXXX Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired XXXX Corporation Proprietary Asset that is material to the business owned or exclusively licensed by any of the Acquired XXXX Corporations.

Proprietary Assets. (a) As Schedule 3.7(a) of the Parent Disclosure Letter sets forth as of the date hereof, Part 2.6(a)(iof this Agreement (i) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, registered trademarks, material unregistered trademarks, trademark applications, registered copyrights copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the Acquired AngioDynamics Corporations. As , (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which an AngioDynamics Corporation has the date hereof, Part 2.6(a)(iiright to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which an AngioDynamics Corporation is the licensee party and which are not set forth on Schedule 3.8(a)(iii) of the Company Parent Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect Letter. Each AngioDynamics Corporation has good, valid and marketable title to, each Proprietary Asset that is licensed or has a valid right to use, license or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public)exploit, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the Acquired material AngioDynamics Corporation Proprietary Assets identified or required to be identified in Part 2.6(a)(i) necessary for the conduct of the Company Disclosure Schedulesuch AngioDynamics Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired AngioDynamics Corporations has developed jointly with any other Person any Acquired material AngioDynamics Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There Other than the Material AngioDynamics Corporations IP Contracts and the Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the AngioDynamics Corporations, there is no Acquired AngioDynamics Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired AngioDynamics Corporation Proprietary Asset that is material to the business owned or exclusively licensed by any of the Acquired AngioDynamics Corporations.