ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “ Agreement ”), is made and entered into as of April 5, 2007 by and between Catalyst Assets LLC, a Delaware limited liability company (“ Buyer ”) and Stratagene Corporation, a Delaware corporation (the “ Seller ”).

RECITALS

A.                                    Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain assets of Seller, in exchange for the assumption of certain liabilities and the other consideration set forth below (such transaction, the “ Asset Purchase ”).

B.                                      Seller, on the one hand, and Buyer, on the other hand, desires to make certain representations, warranties, covenants and other agreements in connection with the transactions contemplated hereunder.

C.                                      Simultaneously with the execution and delivery of this Agreement, Seller is entering in an Agreement and Plan of Merger (the “ Merger Agreement ”) with Agilent Technologies, Inc., a Delaware corporation (“ Parent ”), and Jackson Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, which provides for the merger of Seller with and into Merger Sub, with Seller surviving the merger as a wholly-owned subsidiary of Parent (the “ Merger ”).  Joseph A. Sorge (the “ Principal ”) is the majority stockholder, an officer, a director and a key employee of both Seller and Buyer and will receive substantial consideration in connection with the Merger, including but not limited to the value attributable to the Principal’s equity in Seller.  The consummation of the transactions contemplated by this Agreement are conditional upon and shall be effected only following the consummation of the Merger.

D.                                     Simultaneously with the execution and delivery of this Agreement, Parent has entered into a Non-Competition Agreement with the Principal, in which he has agreed to a restrictive covenant similar to the covenants provided by Buyer herein with respect to the conduct of any business competitive with the business of Seller as currently conducted and as currently proposed to be conducted other than the Permitted Business Purpose. The agreement of the Principal and of Buyer to provide such covenants is a material inducement to the willingness of Parent to enter into the Merger Agreement, to consummate the Merger and to agree to the consummation by Seller, as the surviving corporation of the Merger and wholly-owned subsidiary of Parent, of the Asset Purchase and the other transactions contemplated by this Agreement.

E.                                       Simultaneously with the execution and delivery of this Agreement, Seller and Buyer have entered into that certain license agreement (including all schedules and exhibits attached thereto, the “ License Agreement ”) pursuant to which Seller and Buyer will each license to the other the right to use certain intellectual property.

NOW, THEREFORE, in consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1                                  Capitalized Terms .  For all purposes of this Agreement, the following terms shall have

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the following respective meanings:

(a)                                   “ Affiliate ” means with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

(b)                                  “ Business Day ” shall mean a day (i) other than Saturday or Sunday, and (ii) on which commercial banks are open for business in San Francisco, California.

(c)                                   “ Code ” means the Internal Revenue Code of 1986, as amended.

(d)                                  “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the rules and regulations promulgated thereunder.

(e)                                   “ Contract ” means any written legally binding contract, agreement, instrument, commitment, obligation or undertaking.

(f)                                     “ Delaware Law ” means the Delaware General Corporation Law.

(g)                                  “ Effective Time ” means the Effective Time of the Merger as such term is defined in the Merger Agreement.

(h)                                  “ ERISA ” means the Employment Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

(i)                                      “ Governmental Entity ” shall mean any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, administrative agency, commission or other governmental official, authority or instrumentality, in each case whether domestic or foreign, any stock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, Taxing or other governmental or quasi-governmental authority.

(j)                                      “ Law ” means with respect to any Person, any domestic or foreign, federal, state or local statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, decree or other requirement of any Governmental Entity.

(k)                                   “ Liabilities ” mean debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, including those arising under any Law, action or governmental order and those arising under any Contract.

(l)                                      “ Person ” means any natural person, corporation, company, limited liability company, general partnership, limited liability partnership, trust, estate, proprietorship, joint venture, association, organization, entity or Governmental Entity.

(m)                                “ Purchase Price ” means an aggregate of $6,600,000.00 in cash.

(n)                                  “ Securities Act ” shall mean the Securities Act of 1933, as amended.

(o)                                  “ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) shall mean (a) any income, alternative or add-on minimum tax, gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital stock, profits, license, registration, withholding, payroll, social security (or equivalent), employment, unemployment, disability, excise, severance, stamp,

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occupation, premium, property (real, tangible or intangible), environmental or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount (whether disputed or not) imposed by any Governmental Entity responsible for the imposition of any such tax (domestic or foreign), (b) any liability for the payment of any amounts of the type described in clause (a) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any Taxable period, and (c) any liability for the payment of any amounts of the type described in clause (a) or (b) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to assume such Taxes or to indemnify any other Person.

(p)                                  “ Tax Returns ” means federal, state, local and foreign returns, estimates, information statements and reports required to be filed which relate to any and all Taxes.

(q)                                  “ WARN Act ” means the Worker Adjustment Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated thereunder.

Other capitalized terms defined elsewhere in this Agreement and not defined in this Article I shall have the meanings assigned to such terms in this Agreement.

1.2                                  Construction .

(a)                                   For purposes of this Agreement, whenever the context requires: the singular number will include the plural, and vice versa; the masculine gender will include the feminine and neuter genders; the feminine gender will include the masculine and neuter genders; and the neuter gender will include the masculine and feminine genders.

(b)                                  Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement.

(c)                                   As used in this Agreement, the words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”

(d)                                  Except as otherwise indicated, all references in this Agreement to “Articles,” “Schedules,” “Sections” and “Exhibits” are intended to refer to Articles, Schedules, Sections and Exhibits to this Agreement.

(e)                                   The headings in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with the construction or interpretation of this Agreement.

(f)                                     Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

ARTICLE II

PURCHASE AND SALE

2.1                                  Purchase and Sale of Assets .  Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer and assign to Buyer, and Buyer agrees to purchase from Seller all of Seller’s right, title and interest in and to the following (collectively, the “ Acquired Assets ”):

(a)                                   the patents and patent applications listed in Schedule 2.1(a) and all reissues,

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reexaminations, substitutions, divisionals and continuations thereof, excluding continuations in-part (the “ Assigned Patents ”);

(b)                                  the real property located at 3545 South Park Drive, Jackson, Wyoming 83001, as further defined and described on Schedule 2.1(b) (the “ Real Property” );

(c)                                   those tangible assets set forth on Schedule 2.1(c) (the “ Tangible Assets ”);

(d)                                  all of Seller’s rights under the Contracts set forth on Schedule 2.1(d) (the “ Assigned Contracts ”); and

(e)                                   all of Seller’s rights to those claims set forth on Schedule 2.1(e) , to the extent permissible by Law.

2.2                                  Excluded Assets .  Notwithstanding anything contained herein, or in any Collateral Agreement or other instrument, conveyance or document delivered pursuant to this Agreement, to the contrary, Seller shall retain and the Acquired Assets shall not include any of Seller’s rights, titles or interests in and to any asset or property, whether tangible or intangible, real or personal, wherever situated, that is not expressly listed as an Acquired Asset pursuant to Section 2.1 above (collectively, the “ Excluded Assets ”).

2.3                                  Delivery of Acquired Assets .  Upon the Closing, all of the right, title and interest of Seller in and to all of the Acquired Assets shall pass to Buyer and Seller shall deliver to Buyer the Acquired Assets at the location at which such Acquired Assets are situated at Closing.

2.4                                  Instruments of Conveyance .  At the Closing, Seller and Buyer shall enter into: (i) an Assignment and Assumption Agreement substantially in the form of Exhibit A hereto (the “ General Assignment ”); (ii) with respect to the Real Property, such deeds (without warranty) individually, a “ Deed ” and collectively, the “ Deeds ” and other good and sufficient instruments of conveyance as shall be effective to vest in Buyer all right, title and interest of Seller in and to the Real Property; (iii) a Bill of Sale substantially in the form of Exhibit B hereto (the “ Bill of Sale ”); and (iv) an Assignment and License Agreement substantially in the form of Exhibit C hereto (the “ Patent Assignment ”) with respect to the sale, transfer and assignment to Buyer of the Assigned Patents; (the General Assignment, Bill of Sale, Patent Assignment, Deeds and other required real property agreements and instruments of conveyance being collectively referred to herein as the “ Collateral Agreements ”).

2.5                                  Further Assurances .  At any time, or from time to time, after the Closing, upon Buyer’s reasonable request and without any further consideration, Seller shall, without expense to Seller: (i) execute and deliver to Buyer such other instruments of sale, transfer, conveyance, assignment and confirmation; and (ii) take such other commercially reasonable actions, as  may be reasonably necessary in order more effectively to transfer, convey and assign to Buyer, and to confirm Buyer’s title to, all of the Acquired Assets.

2.6                                  Assumed Liabilities .  Effective upon the Closing, Buyer shall  assume and thereafter shall fully pay, perform and discharge, or cause to be fully paid, performed or discharged, when due, the following Liabilities  (collectively, the “ Assumed Liabilities ”):

(a)                                   those Liabilities arising after the Closing under the Assigned Contracts;

(b)                                  all Liabilities related to Transaction Taxes (as defined in Section 6.10 );

(c)                                   those Liabilities relating to the Transferred Employees (as defined in Section

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6.7(b) ) set forth in Section 6.7(c) of this Agreement; and

(d)                                  all Liabilities with respect to the use, operation or ownership of the Acquired Assets by Buyer following the Closing.

Buyer shall discharge the Assumed Liabilities on a timely basis in accordance with their terms and Buyer agrees that Seller shall have no liability for any failure of Buyer to discharge the Assumed Liabilities in accordance with their terms.  Buyer shall indemnify and hold harmless Seller, its directors, officers, agents, employees and Affiliates from and against any and all losses, Liabilities, damages, costs and expenses (including costs of investigation and defense and reasonable fees and expenses of attorneys, experts and other professionals) directly or indirectly, whether or not due to a third party claim, arising out of, resulting from or in connection with the Assumed Liabilities.

2.7                                  Excluded Liabilities .  Other than as set forth above in Section 2.6 , or elsewhere expressly in this Agreement or in the Collateral Agreements, Buyer is not assuming, and nothing contained in this Agreement shall be construed as an assumption by Buyer, of any Liabilities of Seller (the “ Excluded Liabilities ”) and such Excluded Liabilities shall remain the liabilities and obligations of Seller following the Closing. For the avoidance of doubt, Buyer is not assuming any liability with respect to the Prior Payment Claims as defined in Schedule 2.7 attached hereto.  By way of example, Buyer is not assuming any liability of Seller with regard to any Tax Liability other than those Tax Liabilities expressly provided herein.

2.8                                  Assignment of Contracts or Rights .  Notwithstanding anything contained in this Agreement or any Collateral Agreement to the contrary, neither this Agreement nor any Collateral Agreement shall constitute an agreement to assign any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of any party thereto or any third party (including any Governmental Entity), would constitute a breach or other contravention thereof or of any applicable Law.

2.9                                  Withholding .  Buyer shall be entitled to deduct and withhold from the Purchase Price otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law.  Any amount so withheld shall be remitted to the appropriate Governmental Entity.  To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Seller.

ARTICLE III

CLOSING AND CONSIDERATION

3.1                                  Closing .  The closing of the transactions contemplated by this Agreement and the Collateral Agreements (the “ Closing ”) will take place at the principal offices of Seller, or at such other place as Buyer and Seller mutually agree, commencing at 12:01 a.m., Pacific Standard Time on the first Business Day following the Effective Time.

3.2                                  Consideration .  At the Closing, as consideration for the sale, transfer and assignment of the Acquired Assets to Buyer, Buyer shall pay to Seller the Purchase Price, in cash by wire transfer to Seller in accordance with the wire transfer instructions as delivered to Buyer by Seller not less than two (2) Business Days prior to the Closing.

3.3                                  Allocation of Purchase Price .  The Purchase Price shall be allocated to the Acquired Assets in the manner to be set forth on Exhibit D attached hereto which shall be mutually agreed by Seller

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and Buyer consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder as soon hereafter as is reasonably practicable (the “ Purchase Price Allocation ”).  When agreed by the parties, the Purchase Price Allocation will be attached hereto as Exhibit D and form a part hereof.  The parties shall file Forms 8594 consistent with the Purchase Price Allocation and each party agrees to provide the other with a copy of its Form 8594 promptly after the filing thereof.  Neither Buyer nor Seller shall take a position that is inconsistent with the Purchase Price Allocation in any filings, declarations, reports or refund claims with any Governmental Entity, in any litigation or in any matter relating to taxes.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer, as follows:

4.1                                  Organization of Seller .  Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware.  Seller has the corporate power to own its properties and to carry on its business as currently conducted.

4.2                                  Authority .  Seller has all requisite corporate power and authority to enter into this Agreement and the Collateral Agreements and to consummate the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Seller, and no further action is required on the part of Seller to authorize this Agreement, the Collateral Agreements and the transactions contemplated hereunder and thereunder.  This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Buyer , constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except to the extent that such enforcement is limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

4.3                                  No Conflict .  The execution and delivery by Seller of this Agreement, the Collateral Agreements and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) (a) any provision of the certificate of incorporation, as amended or bylaws, as amended, of Seller, or (b) any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to Seller or any of its properties (whether tangible or intangible) or assets except, in each case, where such conflict, violation or default would not be material to Seller’s ability to consummate the Asset Purchase or to perform its obligations under this Agreement and the Collateral Agreements or would not affect the legality, validity or enforceability of this Agreement or the Collateral Agreements.

4.4                                  Consents .  No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by or with respect to Seller in connection with the execution and delivery of this Agreement, the Collateral Agreements or the consummation of the transactions contemplated hereby and thereby except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not be material to Seller’s ability to consummate the Asset Purchase or to perform its obligations under this Agreement and the Collateral Agreements or would not affect the legality, validity or enforceability of this Agreement or the Collateral Agreements, and except for any Collateral Agreements related to the Real Property.

4.5                                  NO WARRANTIES .  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND

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WARRANTIES MADE BY SELLER IN THIS ARTICLE IV , SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE ACQUIRED ASSETS AND ASSUMED LIABILITIES, IT BEING SPECIFICALLY UNDERSTOOD AND AGREED BY BUYER THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV , THE ACQUIRED ASSETS AND ASSUMED LIABILITIES ARE BEING SOLD AND TRANSFERRED “AS IS” IN ALL RESPECTS.  SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF BUYER WITH RESPECT TO THE ACQUIRED ASSETS, WHETHER OR NOT SELLER HAS BEEN MADE AWARE OF SUCH PURPOSE.

4.6                                  Encumbrances .  Between the Effective Time and the Closing (the “ Relevant Period ”), none of the Acquired Assets have become subject to any material mortgage, lien, pledge, charge, security interest or other similar encumbrance solely as a result of any actions taken by Seller or Parent during the Relevant Period or solely by reason of Seller becoming a subsidiary of Parent.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

5.1                                  Organization, Good Standing and Qualification .  Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of Delaware.  Buyer has the limited liability company power to own its properties and to carry on its business as currently conducted.

5.2                                  Authority .  Buyer has all requisite corporate power and authority to enter into this Agreement and the Collateral Agreements and to consummate the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and the Collateral Agreements and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Buyer, and no further action is required on the part of Buyer to authorize this Agreement, the Collateral Agreements and the transactions contemplated hereunder and thereunder.  This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that such enforcement is limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).

5.3                                  No Conflict .  Neither the execution and delivery of this Agreement, the Collateral Agreements, nor the consummation of the transactions contemplated hereby and thereby, will conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both) (i) any provision of the certificate of incorporation, as amended, and the bylaws, as amended, of Buyer, (ii) any Contract to which Buyer or any of its material properties or assets are subject, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer or its properties or assets, except in each case where such conflict, violation or default would not be material to Buyer’s ability to consummate the Asset Purchase or to perform its obligations under this Agreement and the Collateral Agreements or would not affect the legality, validity or enforceability of this Agreement or the Collateral Agreements.

5.4                                  Consents .  No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the Collateral Agreements or the consummation of

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the transactions contemplated hereby and thereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not be material to Buyer’s ability to consummate the Asset Purchase or to perform its obligations under this Agreement and the Collateral Agreements or would not affect the legality, validity or enforceability of this Agreement or the Collateral Agreements.

5.5                                  Financing .  Buyer will have available to it upon the Closing, sufficient funds to consummate the transactions contemplated by this Agreement and the Collateral Agreements, including payment in full of the amounts payable to Seller under Article III .

5.6                                  Real Property .  There are no representations or warranties of any kind whatsoever, express or implied, made by Seller in connection with the Real Property, the physical condition of the Real Property (including, without limitation, whether or not the Real Property contains any hazardous or toxic substances), whether the Real Property complies with applicable Laws, or whether the Real Property is appropriate for Buyer’s intended use.  Buyer is not relying on any statement or representation of Seller, its agents or its representatives.  Buyer, in entering into this Agreement and in completing its purchase of the Real Property is relying entirely on its own knowledge and investigation of the Real Property.  Buyer shall purchase the Real Property in its  “AS IS” condition WITH ALL FAULTS as of the date of the Closing and waives and releases all known and unknown damages, losses, costs, claims, demands, causes of actions, liabilities and expenses, including, without limitation, interest, penalties, attorneys’ fees’ and expenses of investigation, lost profits, diminution in value, response action, removal action or remedial action (collectively “ Claims ”) against Seller as a result of the condition or status of the Real Property.  Upon Closing, Buyer shall assume the risk that adverse matters, including but not limited to, defects and adverse physical and environmental conditions, and Buyer, upon Closing shall be deemed to have waived, relinquished and released Seller, its Affiliates, and each of their respective officer, directors, employees, stockholders, partners and agents (collectively, the “ Released Parties ”) from and against any and all Claims that Buyer might have asserted or alleged against the Released Parties at any time by reason of or arising out of any latent or patent defects or physical conditions, violations of any applicable Laws regarding the Real Property.  Buyer hereby waives the provisions of any applicable Law which provides that a general release does not extend to claims which the releasing party does not know or suspect to exist in its favor at the time of executing the release, which if known by such party would have materially affected its decision to release such claims.

ARTICLE VI

COVENANTS AND AGREEMENTS

6.1                                  Expenses .  Except as provided in Section 6.10(c) , whether or not the transactions contemplated by this Agreement are consummated, all fees and expenses incurred in connection herewith including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses.

6.2                                  Public Disclosure .  No party shall issue any statement or communication to any third party (other than their respective agents) regarding the subject matter of this Agreement or the transactions contemplated hereby, including, if applicable, the termination of this Agreement and the reasons therefor, without the consent of the other party, which consent shall not be unreasonably withheld, except that this restriction shall be subject to Seller’s obligation to comply with applicable securities Laws and the rules of the NASDAQ National Market.

6.3                                  Reasonable Efforts .  Subject to the terms and conditions provided in this Agreement,

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each of the parties hereto shall use commercially reasonable efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the transactions contemplated hereby, to obtain all necessary waivers, consents and approvals and to effect all necessary registrations and filings and to remove any injunctions or other impediments or delays, legal or otherwise, in order to consummate and make effective the transactions contemplated by this Agreement for the purpose of securing to the parties hereto the benefits contemplated by this Agreement.

6.4                                  Patent Claims .  If (i) Buyer brings a claim arising out of or related to the Assigned Patents against Seller or its Affiliates, customers or other third party that exploits or otherwise disposes of a Seller product or service, and (ii) Seller has a legal obligation or right to defend such claim, then Seller may provide a defense including but not limited to the initiation of proceedings against Buyer or its Affiliates related to such Assigned Patents and/or otherwise challenging the enforceability or validity of the Assigned Patents on behalf of the Seller, it Affiliates, customers or other third parties.  Buyer hereby expressly waives any right to, and agrees not to assert, a defense of assignor estoppel against Seller in any proceeding against Buyer or its Affiliates related to the Assigned Patents by Seller or otherwise in a proceeding in which Seller challenges the enforceability or validity of the Assigned Patents on behalf of the Seller, it Affiliates, customers or other third parties.

6.5                                  Notification of Certain Matters .  Each of Buyer and Seller shall give prompt notice to the other of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Buyer or of Seller, as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, and (ii) any failure of Buyer or Seller, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.5 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement.  No disclosure by Seller or Buyer pursuant to this Section 6.5 shall prevent or cure any misrepresentations, breach of warranty or breach of covenant.

6.6                                  Assignment of Assigned Contracts .

(a)                                   Third Party Consents . Seller shall use commercially reasonable efforts to obtain those consents, waivers and approvals of third parties with respect to the transactions contemplated by this Agreement that are identified on Schedule 6.6 hereto.  Buyer shall fully co-operate with and assist Seller in such efforts. The failure by Seller to assign at Closing any Acquired Asset shall not relieve any of the parties hereto from its respective obligations to consummate the transactions contemplated by this Agreement upon the terms provided herein.

(b)                                  Non-Assigned Contracts . If any consent, waiver or approval referenced in Section 6.6(a) above is not obtained, or if an attempted assignment of an Assigned Contract would be ineffective or would adversely affect the rights thereunder so that Buyer would not in fact receive all such rights, (i) Seller shall use commercially reasonably efforts to (A) provide Buyer with the economic benefits of such Assigned Contract, (B) cooperate in any lawful arrangement for the purpose of providing such benefits to Buyer, and (C) enforce at the request and expense of and for the benefit of Buyer any rights of Seller arising from such Assigned Contract, including the right to elect to terminate such Assigned Contract in accordance with the terms thereof upon the written request of Buyer, and (ii) Buyer shall perform all obligations of Seller under such Assigned Contract.  Buyer agrees to pay, perform and discharge, and indemnify Seller against and hold Seller harmless from, all Liabilities relating to such performance or any failure by Buyer to so perform the