{"id":43461,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-separation-and-distribution-agreement-hewlett-packard.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-separation-and-distribution-agreement-hewlett-packard","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/master-separation-and-distribution-agreement-hewlett-packard.html","title":{"rendered":"Master Separation and Distribution Agreement &#8211; Hewlett-Packard Co. and Agilent Technologies Inc."},"content":{"rendered":"<pre>\n                  Master Separation and Distribution Agreement\n\n\n\n                                     Between\n\n\n\n                             Hewlett-Packard Company\n\n\n\n                                       and\n\n\n\n                           Agilent Technologies, Inc.\n\n\n\n\n\n                                 Effective As Of\n\n\n\n                                 August 12, 1999\n\n \n                                TABLE OF CONTENTS\n \n \n                                                                                                                      Page\n                                                                                                                      ----\n                                                                                                                      \nARTICLE I SEPARATION................................................................................................    2\n         Section 1.1       Separation Date..........................................................................    2\n         Section 1.2       Closing of Transactions..................................................................    2\n         Section 1.3       Exchange of Secretary's Certificates.....................................................    2\n                                                                                                                        \nARTICLE II DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE...............................................    2\n         Section 2.1       Documents to Be Delivered By HP..........................................................    2\n         Section 2.2       Cash to be Transferred by HP.............................................................    3\n         Section 2.3       Documents to Be Delivered by Agilent.....................................................    4\n                                                                                                                        \nARTICLE III THE IPO AND ACTIONS PENDING THE IPO.....................................................................    5\n         Section 3.1       Transactions Prior to the IPO............................................................    5\n         Section 3.2       Proceeds of the IPO......................................................................    5\n         Section 3.3       Cooperation..............................................................................    5\n         Section 3.4       Conditions Precedent to Consummation of the IPO..........................................    6\n                                                                                                                        \nARTICLE IV THE DISTRIBUTION.........................................................................................    7\n         Section 4.1       The Distribution.........................................................................    7\n         Section 4.2       Actions Prior To The Distribution........................................................    7\n         Section 4.3       Sole Discretion of HP....................................................................    8\n         Section 4.4       Conditions To Distribution...............................................................    8\n         Section 4.5       Fractional Shares........................................................................    9\n                                                                                                                        \nARTICLE V COVENANTS AND OTHER MATTERS...............................................................................    9\n         Section 5.1       Other Agreements.........................................................................    9\n         Section 5.2       Further Instruments......................................................................    9\n         Section 5.3       Additional Service Level Agreements......................................................   10\n         Section 5.4       Agreement For Exchange of Information....................................................   10\n         Section 5.5       Auditors and Audits; Annual and Quarterly Statements and Accounting......................   12\n         Section 5.6       Consistency with Past Practices..........................................................   13\n         Section 5.7       Payment of Expenses......................................................................   13\n         Section 5.8       Foreign Subsidiaries.....................................................................   14\n         Section 5.9       Dispute Resolution.......................................................................   14\n         Section 5.10      Governmental Approvals...................................................................   15\n         Section 5.11      No Representation or Warranty............................................................   15\n         Section 5.12      Non-Solicitation of Employees............................................................   15\n         Section 5.13      Employee Agreements......................................................................   16\n         Section 5.14      Cooperation in Obtaining New Agreements..................................................   17\n         Section 5.15      Property Damage to Agilent Assets Prior to the Separation Date...........................   17\n \n\n                                      -i-\n\n \n                               TABLE OF CONTENTS\n                                  (continued)\n\n\n\n                                                                                                                      Page\n                                                                                                                      ----\n                                                                                                                       \nARTICLE VI MISCELLANEOUS............................................................................................   18\n         Section 6.1       Limitation of Liability..................................................................   18\n         Section 6.2       Entire Agreement.........................................................................   18\n         Section 6.3       Governing Law............................................................................   18\n         Section 6.4       Termination..............................................................................   18\n         Section 6.5       Notices..................................................................................   18\n         Section 6.6       Counterparts.............................................................................   19\n         Section 6.7       Binding Effect; Assignment...............................................................   19\n         Section 6.8       Severability.............................................................................   19\n         Section 6.9       Failure or Indulgence Not Waiver; Remedies Cumulative....................................   19\n         Section 6.10      Amendment................................................................................   19\n         Section 6.11      Authority................................................................................   19\n         Section 6.12      Interpretation...........................................................................   19\n         Section 6.13      Conflicting Agreements...................................................................   20\n                                                                                                                       \nARTICLE VII DEFINITIONS.............................................................................................   20\n         Section 7.1       Affiliated Company.......................................................................   20\n         Section 7.2       Agilent Assets...........................................................................   20\n         Section 7.3       Agilent Business.........................................................................   20\n         Section 7.4       Agilent Group............................................................................   20\n         Section 7.5       Agilent Pro Forma Balance Sheet..........................................................   20\n         Section 7.6       Agilent's Auditors.......................................................................   20\n         Section 7.7       Ancillary Agreements.....................................................................   20\n         Section 7.8       Assignment Agreement.....................................................................   21\n         Section 7.9       Business Day.............................................................................   21\n         Section 7.10      Code.....................................................................................   21\n         Section 7.11      Commission...............................................................................   21\n         Section 7.12      Disputes.................................................................................   21\n         Section 7.13      Distribution.............................................................................   21\n         Section 7.14      Distribution Agent.......................................................................   21\n         Section 7.15      Distribution Date........................................................................   21\n         Section 7.16      Employee Agreement.......................................................................   21\n         Section 7.17      Exchange Act.............................................................................   21\n         Section 7.18      Governmental Approvals...................................................................   21\n         Section 7.19      Governmental Authority...................................................................   21\n         Section 7.20      HP Business..............................................................................   21\n         Section 7.21      HP Group.................................................................................   21\n         Section 7.22      HP's Auditors............................................................................   21\n         Section 7.23      Information..............................................................................   22\n         Section 7.24      IPO......................................................................................   22\n         Section 7.25      IPO Closing Date.........................................................................   22\n \n\n                                     -ii-\n\n \n                               TABLE OF CONTENTS\n                                  (continued)\n\n\n\n                                                                                                                      Page\n                                                                                                                      ----\n                                                                                                                       \n         Section 7.26      IPO Net Proceeds.........................................................................   22\n         Section 7.27      IPO Over-allotment Option................................................................   22\n         Section 7.28      IPO Registration Statement...............................................................   22\n         Section 7.29      Nasdaq...................................................................................   22\n         Section 7.30      Non-US Plan..............................................................................   22\n         Section 7.31      NYSE.....................................................................................   22\n         Section 7.32      Person...................................................................................   22\n         Section 7.33      Prime Rate...............................................................................   22\n         Section 7.34      Record Date..............................................................................   22\n         Section 7.35      Retained Payables........................................................................   22\n         Section 7.36      Retained Receivables.....................................................................   23\n         Section 7.37      Separation...............................................................................   23\n         Section 7.38      Separation Date..........................................................................   23\n         Section 7.39      Subsidiary...............................................................................   23\n         Section 7.40      Underwriters.............................................................................   23\n         Section 7.41      Underwriting Agreement...................................................................   23\n         Section 7.42      WSGR.....................................................................................   23\n \n\n                                     -iii-\n\n \n                                    EXHIBITS\n\nExhibit A         Certificate of Secretary of HP\n\nExhibit B         Certificate of Secretary of Agilent\n\nExhibit C         General Assignment and Assumption Agreement\n\nExhibit D-1       Master Technology Ownership and License Agreement\n\nExhibit D-2       Master Patent Ownership and License Agreement\n\nExhibit D-3       Master Trademark Ownership and License Agreement\n\nExhibit D-4       ICBD Technology Ownership and License Agreement\n\nExhibit E         Employee Matters Agreement\n\nExhibit F         Tax Sharing Agreement\n\nExhibit G         Master IT Service Level Agreement\n\nExhibit H         Real Estate Agreement\n\nExhibit I         Environmental Matters Agreement\n\nExhibit J         Master Confidential Disclosure Agreement\n\nExhibit K         Indemnification and Insurance Matters Agreement\n\nExhibit L         Intentionally Omitted\n\nExhibit M         Reorganization of Operations Outside the US (the Non-US Plan)\n\n                                     -iv-\n\n \n                                    SCHEDULES\n\nSchedule 2.1(b)            Subsidiaries of HP to be Transferred to Agilent\n\nSchedule 2.2(b)            Cash Held in Subsidiaries\n\nSchedule 7.1(a)            Affiliated Companies of HP to be Included in the HP\n                           Group\n\nSchedule 7.1(b)            Affiliated Companies of Agilent to be Included in the\n                           Agilent Group\n\n                                      -v-\n\n \n                  MASTER SEPARATION AND DISTRIBUTION AGREEMENT\n\n         This Master Separation and Distribution Agreement (this \"Agreement\") is\nentered into as of August 12, 1999, between Hewlett-Packard Company (\"HP\"), a\nDelaware corporation, and Agilent Technologies, Inc. (\"Agilent\"), a Delaware\ncorporation. Capitalized terms used herein and not otherwise defined shall have\nthe meanings ascribed to such terms in Article VII hereof.\n\n\n                                    RECITALS\n\n         WHEREAS, the Boards of Directors of HP and Agilent have each determined\nthat it would be appropriate and desirable for HP to contribute and transfer to\nAgilent, and for Agilent to receive and assume, directly or indirectly,\nsubstantially all of the assets and liabilities currently associated with the\nAgilent Business and the stock, investments or similar interests currently held\nby HP in subsidiaries and other entities that conduct such business (the\n\"Separation\");\n\n         WHEREAS, HP has caused Agilent to be incorporated in order to effect\nthe Separation and HP currently owns all of the issued and outstanding common\nstock of Agilent;\n\n         WHEREAS, HP and Agilent currently contemplate that, following the\ncontribution and assumption of assets and liabilities, Agilent will make an\ninitial public offering (\"IPO\") of an amount of its common stock pursuant to a\nregistration statement on Form S-1 pursuant to the Securities Act of 1933, as\namended (the \"IPO Registration Statement\"), that will reduce HP's ownership of\nAgilent to not less than 80.1%;\n\n         WHEREAS, Agilent intends to distribute all of the proceeds of the IPO\n(including the proceeds from the sale of shares pursuant to the exercise of the\nUnderwriters' over-allotment option (the \"IPO Over-allotment Option\")), net of\nunderwriting discounts and commissions (the \"IPO Net Proceeds\") to HP by means\nof a dividend declared prior to the IPO, which IPO Net Proceeds HP ultimately\nintends to use to satisfy obligations to creditors or to repurchase shares of HP\ncommon stock within twelve (12) months following the closing of the IPO (the\n\"IPO Closing Date\");\n\n         WHEREAS, HP currently contemplates that, several months following such\ninitial public offering, HP will distribute to the holders of its common stock,\n$ 0.01 par value, by means of a pro rata distribution, all of the shares of\nAgilent common stock owned by HP (the \"Distribution\");\n\n         WHEREAS, HP and Agilent intend that the contribution and assumption of\nassets and liabilities and the Distribution will qualify as a tax-free\nreorganization under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code\nof 1986, as amended (the \"Code\"), and that this Agreement is intended to be, and\nis hereby adopted as, a plan of reorganization under Section 368 of the Code;\nand\n\n         WHEREAS, the parties intend in this Agreement, including the Exhibits\nand Schedules hereto, to set forth the principal arrangements between them\nregarding the separation of the Agilent Business.\n\n \n         NOW, THEREFORE, in consideration of the foregoing and the covenants and\nagreements set forth below, the parties hereto agree as follows:\n\n                                   ARTICLE I\n\n                                   SEPARATION\n\n     Section 1.1  Separation Date. Unless otherwise provided in this Agreement,\nor in any agreement to be executed in connection with this Agreement, the\neffective time and date of each transfer of property, assumption of liability,\nlicense, undertaking, or agreement in connection with the Separation shall be\n12:01 a.m., Pacific Time, November 1, 1999 or such other date as may be fixed by\nthe Board of Directors of HP (the \"Separation Date\").\n\n     Section 1.2  Closing of Transactions. Unless otherwise provided herein, the\nclosing of the transactions contemplated in Article II shall occur by the\nlodging of each of the executed instruments of transfer, assumptions of\nliability, undertakings, agreements, instruments or other documents executed or\nto be executed with Wilson Sonsini Goodrich &amp; Rosati (\"WSGR\"), 650 Page Mill\nRoad, Palo Alto, California 94304, to be held in escrow for delivery as provided\nin Section 1.3 of this Agreement.\n\n     Section 1.3  Exchange of Secretary's Certificates. Upon receipt of a\ncertificate of the Secretary or an Assistant Secretary of HP in the form\nattached to this Agreement as Exhibit A, WSGR shall deliver to Agilent on behalf\nof HP all of the items required to be delivered by HP hereunder pursuant to\nSection 2.1 of this Agreement and each such item shall be deemed to be delivered\nto Agilent as of the Separation Date upon delivery of such certificate. Upon\nreceipt of a certificate of the Secretary or an Assistant Secretary of Agilent\nin the form attached to this Agreement as Exhibit B, WSGR shall deliver to HP on\nbehalf of Agilent all of the items required to be delivered by Agilent hereunder\nand each such item shall be deemed to be delivered to HP as of the Separation\nDate upon receipt of such certificate.\n\n\n                                  ARTICLE II\n\n          DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE\n\n     Section 2.1  Documents to Be Delivered By HP. On the Separation Date, or \nsuch later date as agreed in connection with the Non-US Plan, HP will deliver,\nor will cause its appropriate Subsidiaries to deliver, to Agilent all of the\nfollowing items and agreements (collectively, together with all agreements and\ndocuments contemplated by such agreements, the \"Ancillary Agreements\"):\n\n          (a) A duly executed General Assignment and Assumption Agreement (the\n\"Assignment Agreement\") substantially in the form attached hereto as Exhibit C;\n\n          (b) Certificates representing the stock and\/or investments in the\nSubsidiaries and other holdings of HP set forth on Schedule 2.1(b) with duly\nexecuted stock powers in the form proper for transfer; \n\n                                      -2-\n\n \n          (c) A duly executed Master Technology Ownership and License Agreement\nsubstantially in the form attached hereto as Exhibit D-1, a duly executed Master\nPatent Ownership and License Agreement substantially in the form attached hereto\nas Exhibit D-2, a duly executed Master Trademark Ownership and License Agreement\nsubstantially in the form attached as Exhibit D-3 and a duly executed ICBD\nTechnology Ownership and License Agreement substantially in the form attached\nhereto as Exhibit D-4, and;\n\n          (d) A duly executed Employee Matters Agreement substantially in the\nform attached hereto as Exhibit E;\n\n          (e) A duly executed Tax Sharing Agreement substantially in the form\nattached hereto as Exhibit F;\n\n          (f) A duly executed Master IT Service Level Agreement substantially in\nthe form attached hereto as Exhibit G;\n\n          (g) A duly executed Real Estate Matters Agreement substantially in\nthe form attached hereto as Exhibit H; \n\n          (h) A duly executed Environmental Matters Agreement substantially in\nthe form attached hereto as Exhibit I;\n\n          (i) A duly executed Master Confidential Disclosure Agreement\nsubstantially in the form attached hereto as Exhibit J;\n\n          (j) A duly executed Indemnification and Insurance Matters Agreement\nsubstantially in the form attached hereto as Exhibit K;\n\n          (k) Resignations of each person who is an officer or director of any\nmember of Agilent or its Subsidiaries, immediately prior to the Separation Date,\nand who will be employees of HP from and after the Separation Date; and\n\n          (l) Such other agreements, documents or instruments as the parties may\nagree are necessary or desirable in order to achieve the purposes hereof,\nincluding, without limitation, all service level agreements entered into in\naccordance with Section 5.3 and those documents referred to in Section 5.8.\n\n     Section 2.2  Cash to be Transferred by HP. \n\n          (a) Cash Requirements. On or around the Separation Date, HP and its\nSubsidiaries will provide that Agilent and its Subsidiaries have sufficient cash\nto satisfy the following obligations or requirements (as adjusted with the\nparties' mutual agreement):\n\n               (i)    (A) HP's obligations under the Agreement for the\nRedemption and Sale of Shares and Termination of Joint Venture Relationship\ndated July 6, 1999 by and between HP and Yokogawa Electric Corporation (the \"YEW\nAgreement\"), which obligations Agilent will\n\n                                      -3-\n\n \nassume from HP pursuant to the Assignment Agreement and (B) Hewlett-Packard\nJapan Ltd.'s obligations under the YEW Agreement;\n\n               (ii)   Working capital and acquisition requirements of $250\nmillion;\n\n              (iii)   An amount equal to: \n\n                      (1) the Retained Receivables minus the Retained Payables,\nplus or minus\n\n                      (2) the liabilities retained by HP Japan related to the HP\nBusiness, net of the assets retained by HP Japan related to the HP Business;\n\n               (iv)   The requirements of Section 5.9 of the Tax Sharing\nAgreement entitled Japan Restructuring Taxes; and \n\n                (v)   As described in Section 3.1(a) of the Tax Sharing \nAgreement, an amount equal to taxes of Agilent Historical Affiliates for periods\nbefore their acquisition by the HP Group.\n\nall in accordance with the parties' best estimates on the Separation Date of\nsuch amounts as of October 31, 1999; and \n          \n          (b)  Cash Held in Subsidiaries. Additional cash in amounts to be\ndetermined by the parties on the Separation Date will be held in certain\nSubsidiaries of Agilent, all of which are either listed on Schedule 2.2(b)\nhereto or will be geographical counterparts of Subsidiaries of HP listed on\nSchedule 2.2(b) hereto.\n\n          (c)  True-Up. On December 15, 1999, the parties will recalculate the\ncash payments made pursuant to this Section 2.2, based on the amounts included\nin the HP balance sheet as of October 31, 1999 and the Agilent balance sheet as\nof October 31, 1999. To the extent the new calculations differ from the\nestimates upon which the cash payments made pursuant to this Section 2.2 were\nbased, the parties shall reallocate cash in the amount of such difference.\n\n     Section 2.3  Documents to Be Delivered by Agilent. As of the Separation\nDate, Agilent will or will cause its appropriate Subsidiaries to deliver to HP\nall of the following:\n\n          (a)  In each case where Agilent is a party to any agreement or\ninstrument referred to in Section 2.1, a duly executed counterpart of such\nagreement or instrument; and\n\n          (b)  Resignations of each person who is an officer or director of any\nmember of HP or its Subsidiaries, immediately prior to the Separation Date, and\nwho will be employees of Agilent from and after the Separation Date.\n\n                                      -4-\n\n \n                                  ARTICLE III\n\n                       THE IPO AND ACTIONS PENDING THE IPO\n\n     SECTION 3.1  Transactions Prior to the IPO. Subject to the conditions\nspecified in Section 3.4, HP and Agilent shall use their reasonable commercial\nefforts to consummate the IPO. Such efforts shall include, but not necessarily\nbe limited to, those specified in this Section 3.1\n\n          (a) Registration Statement. Agilent shall file the IPO Registration\nStatement, and such amendments or supplements thereto, as may be necessary in\norder to cause the same to become and remain effective as required by law or by\nthe managing underwriters for the IPO (the \"Underwriters\"), including, but not\nlimited to, filing such amendments to the IPO Registration Statement as may be\nrequired by the underwriting agreement to be entered into among Agilent and the\nUnderwriters (the \"Underwriting Agreement\"), the Securities and Exchange\nCommission (the \"Commission\") or federal, state or foreign securities laws. HP\nand Agilent shall also cooperate in preparing, filing with the Securities and\nExchange Commission and causing to become effective a registration statement\nregistering the common stock of Agilent under the Securities and Exchange Act of\n1934, as amended (the \"Exchange Act\"), and any registration statements or\namendments thereof which are required to reflect the establishment of, or\namendments to, any employee benefit and other plans necessary or appropriate in\nconnection with the IPO, the Separation, the Distribution or the other\ntransactions contemplated by this Agreement.\n\n          (b) Underwriting Agreement. Agilent shall enter into the Underwriting\nAgreement, in form and substance reasonably satisfactory to Agilent, and shall\ncomply with its obligations thereunder.\n\n          (c) Other Matters. HP and Agilent shall consult with each other and\nthe Underwriters regarding the timing, pricing and other material matters with\nrespect to the IPO.\n\n          (d) Blue Sky. Agilent shall use its reasonable commercial efforts to\ntake all such action as may be necessary or appropriate under state securities\nand blue sky laws of the United States (and any comparable laws under any\nforeign jurisdictions) in connection with the IPO.\n\n          (e) NYSE or Nasdaq Listing. Agilent shall prepare, file and use\nreasonable commercial efforts to seek to make effective, an application for\nlisting of the common stock of Agilent issued in the IPO on the New York Stock\nExchange (the \"NYSE\") or the Nasdaq National Market (\"Nasdaq\"), subject to\nofficial notice of issuance.\n\n     Section 3.2  Proceeds of the IPO. The IPO will be a primary offering of\ncommon stock of Agilent. All of the IPO Net Proceeds will be distributed to HP\nby means of a dividend declared prior to the IPO, which IPO Net Proceeds HP\nultimately intends to use to satisfy obligations to creditors or to repurchase\nshares of HP common stock within twelve (12) months following the IPO Closing\nDate.\n\n     Section 3.3  Cooperation. Agilent shall consult with, and cooperate in all\nrespects with, HP in connection with the pricing of the common stock of Agilent\nto be offered in the IPO and shall, \n\n                                      -5-\n\n \nat HP's direction, promptly take any and all actions necessary or desirable to\nconsummate the IPO as contemplated by the IPO Registration Statement and the\nUnderwriting Agreement.\n\n     Section 3.4  Conditions Precedent to Consummation of the IPO. As soon as\npracticable after the Separation Date, the parties hereto shall use their\nreasonable commercial efforts to satisfy the conditions listed below to the\nconsummation of the IPO. The IPO Closing Date is currently scheduled to occur\nprior to December 31, 1999. The obligations of the parties to use their\nreasonable commercial efforts to consummate the IPO shall be conditioned on the\nsatisfaction, or waiver by HP, of the following conditions:\n\n          (a) Registration Statement. The IPO Registration Statement shall have\nbeen filed and declared effective by the Commission, and there shall be no \nstop-order in effect with respect thereto.\n\n          (b) Blue Sky. The actions and filings with regard to state securities\nand blue sky laws of the United States (and any comparable laws under any\nforeign jurisdictions) described in Section 3.1 shall have been taken and, where\napplicable, have become effective or been accepted.\n\n          (c) NYSE or Nasdaq Listing. The common stock of Agilent to be issued\nin the IPO shall have been accepted for listing on the NYSE or Nasdaq, on\nofficial notice of issuance.\n\n          (d) Underwriting Agreement. Agilent shall have entered into the\nUnderwriting Agreement and all conditions to the obligations of Agilent and the\nUnderwriters shall have been satisfied or waived.\n\n          (e) Common Stock Ownership. HP shall be satisfied in its sole\ndiscretion that it will own at least 80.1% of the outstanding common stock of\nAgilent following the IPO. All other conditions to permit the Distribution to\nqualify as a tax-free distribution to HP, Agilent and HP's stockholders shall,\nto the extent applicable as of the time of the IPO, be satisfied. There shall be\nno event or condition that is likely to cause any of such conditions not to be\nsatisfied as of the time of the Distribution or thereafter.\n\n          (f) No Legal Restraints. No order, injunction or decree issued by any\ncourt or agency of competent jurisdiction or other legal restraint or\nprohibition preventing the consummation of the Separation or the IPO or any of\nthe other transactions contemplated by this Agreement shall be in effect.\n\n          (g) Separation. The Separation shall have become effective.\n\n          (h) Other Actions. Such other actions as the parties hereto may, based\nupon the advice of counsel, reasonably request to be taken prior to the IPO in\norder to assure the successful completion of the IPO shall have been taken.\n\n          (i) No Termination. This Agreement shall not have been terminated.\n\n                                      -6-\n\n \n                                  ARTICLE IV\n\n                               THE DISTRIBUTION\n\n     Section 4.1  The Distribution\n\n          (a) Delivery of Shares for Distribution. Subject to Section 4.4\nhereof, on or prior to the date the Distribution is effective (the \"Distribution\nDate\"), HP will deliver to the distribution agent (the \"Distribution Agent\") to\nbe appointed by HP to distribute to the stockholders of HP the shares of common\nstock of Agilent held by HP pursuant to the Distribution for the benefit of\nholders of record of common stock of HP on the Record Date, a single stock\ncertificate, endorsed by HP in blank, representing all of the outstanding shares\nof common stock of Agilent then owned by HP, and shall cause the transfer agent\nfor the shares of common stock of HP to instruct the Distribution Agent to\ndistribute on the Distribution Date the appropriate number of such shares of\ncommon stock of Agilent to each such holder or designated transferee or\ntransferees of such holder.\n\n          (b) Shares Received. Subject to Sections 4.4 and 4.5, each holder of\ncommon stock of HP on the Record Date (or such holder's designated transferee or\ntransferees) will be entitled to receive in the Distribution a number of shares\nof common stock of Agilent equal to the number of shares of common stock of HP\nheld by such holder on the Record Date multiplied by a fraction the numerator of\nwhich is the number of shares of common stock of Agilent beneficially owned by\nHP on the Record Date and the denominator of which is the number of shares of\ncommon stock of HP outstanding on the Record Date.\n\n          (c) Obligation to Provide Information. Agilent and HP, as the case may\nbe, will provide to the Distribution Agent all share certificates and any\ninformation required in order to complete the Distribution on the basis\nspecified above.\n\n     Section 4.2  Actions Prior To The Distribution. \n\n          (a) Information Statement. HP and Agilent shall prepare and mail,\nprior to the Distribution Date, to the holders of common stock of HP, such\ninformation concerning Agilent and the Distribution and such other matters as HP\nshall reasonably determine are necessary and as may be required by law. HP and\nAgilent will prepare, and Agilent will, to the extent required under applicable\nlaw, file with the Commission any such documentation which HP and Agilent\ndetermines is necessary or desirable to effectuate the Distribution, and HP and\nAgilent shall each use its reasonable commercial efforts to obtain all necessary\napprovals from the Commission with respect thereto as soon as practicable.\n\n          (b) Blue Sky. HP and Agilent shall take all such actions as may be\nnecessary or appropriate under the securities or blue sky laws of the United\nStates (and any comparable laws under any foreign jurisdiction) in connection\nwith the Distribution.\n\n          (c) NYSE or Nasdaq Listing. Agilent shall prepare and file, and shall\nuse its reasonable commercial efforts to have approved, an application for the\nlisting of the common stock \n\n                                      -7-\n\n \nof Agilent to be distributed in the Distribution on the NYSE or Nasdaq, subject\nto official notice of distribution.\n\n           (d) Conditions. HP and Agilent shall take all reasonable steps\nnecessary and appropriate to cause the conditions set forth in Section 4.4 to be\nsatisfied and to effect the Distribution on the Distribution Date.\n\n     Section 4.3  Sole Discretion of HP. HP currently intends, following the\nconsummation of the IPO, to complete the Distribution by June 1, 2000. HP shall,\nin its sole and absolute discretion, determine the date of the consummation of\nthe Distribution and all terms of the Distribution, including, without\nlimitation, the form, structure and terms of any transaction(s) and\/or\noffering(s) to effect the Distribution and the timing of and conditions to the\nconsummation of the Distribution. In addition, HP may at any time and from time\nto time until the completion of the Distribution modify or change the terms of\nthe Distribution, including, without limitation, by accelerating or delaying the\ntiming of the consummation of all or part of the Distribution. Agilent shall\ncooperate with HP in all respects to accomplish the Distribution and shall, at\nHP's direction, promptly take any and all actions necessary or desirable to\neffect the Distribution, including, without limitation, the registration under\nthe Securities Act of the common stock of Agilent on an appropriate registration\nform or forms to be designated by HP. HP shall select any investment banker(s)\nand manager(s) in connection with the Distribution, as well as any financial\nprinter, solicitation and\/or exchange agent and outside counsel for HP;\nprovided, however, that nothing herein shall prohibit Agilent from engaging (at\nits own expense) its own financial, legal, accounting and other advisors in\nconnection with the Distribution.\n\n     Section 4.4  Conditions To Distribution. The following are conditions to\nthe consummation of the Distribution. The conditions are for the sole benefit of\nHP and shall not give rise to or create any duty on the part of HP or the HP\nBoard of Directors to waive or not waive any such condition.\n\n          (a) IRS Ruling. HP shall have obtained a private letter ruling from\nthe Internal Revenue Service in form and substance satisfactory to HP (in its\nsole discretion), and such ruling shall remain in effect as of the Distribution\nDate, to the effect that (i) the transfer by the HP Group to the Agilent Group\nof the property, subject to liabilities, of the Agilent Business in exchange for\nthe issuance to HP of the stock of Agilent, the distribution of the IPO Net\nProceeds and Agilent's assumption of liabilities, followed by the distribution\nby HP of all of its Agilent stock to the stockholders of HP, will qualify as a\nreorganization under Sections 368(a)(1)(D) and 355 of the Code; (ii) no gain or\nloss will be recognized by HP on its transfer of the property of the Agilent\nBusiness to Agilent in exchange for Agilent common stock and the distribution of\nthe IPO Net Proceeds, followed by the transfer of the IPO Net Proceeds to HP's\ncreditors and\/or stockholders: (iii) no gain or loss will be recognized by\nAgilent on its receipt of the property of the Agilent Business from HP in\nexchange for the issuance of Agilent common stock; and (iv) no gain or loss will\nbe recognized by (and no amount will otherwise be included in the income of) the\nstockholders of HP upon their receipt of Agilent common stock pursuant to the\nDistribution.\n\n          (b) Government Approvals. Any material governmental approvals and\nconsents necessary to consummate the Distribution shall have been obtained and\nbe in full force and effect;\n\n                                      -8-\n\n \n          (c) No Legal Restraints. No order, injunction or decree issued by any\ncourt or agency of competent jurisdiction or other legal restraint or\nprohibition preventing the consummation of the Distribution shall be in effect\nand no other event outside the control of HP shall have occurred or failed to\noccur that prevents the consummation of the Distribution; and\n\n          (d) No Material Adverse Effect. No other events or developments shall\nhave occurred subsequent to the IPO Closing Date that, in the judgment of the\nBoard of Directors of HP, would result in the Distribution having a material\nadverse effect on HP or on the stockholders of HP.\n\n     Section 4.5  Fractional Shares. As soon as practicable after the\nDistribution Date, HP shall direct the Distribution Agent to determine the\nnumber of whole shares and fractional shares of common stock of Agilent\nallocable to each holder of record or beneficial owner of common stock of HP as\nof the Record Date, to aggregate all such fractional shares and sell the whole\nshares obtained thereby at the direction of HP, in open market transactions, at\nthen prevailing trading prices, and to cause to be distributed to each such\nholder or for the benefit of each such beneficial owner to which a fractional\nshare shall be allocable such holder's or owner's ratable share of the proceeds\nof such sale, after making appropriate deductions of the amount required to be\nwithheld for federal income tax purposes and after deducting an amount equal to\nall brokerage charges, commissions and transfer taxes attributed to such sale.\nHP and the Distribution Agent shall use their reasonable commercial efforts to\naggregate the shares of common stock of HP that may be held by any beneficial\nowner thereof through more than one account in determining the fractional share\nallocable to such beneficial owner.\n\n                                   ARTICLE V\n\n                          COVENANTS AND OTHER MATTERS\n\n     Section 5.1  Other Agreements. In addition to the specific agreements,\ndocuments and instruments annexed to this Agreement, HP and Agilent agree to\nexecute or cause to be executed by the appropriate parties and deliver, as\nappropriate, such other agreements, instruments and other documents as may be\nnecessary or desirable in order to effect the purposes of this Agreement and the\nAncillary Agreements.\n\n     SECTION 5.2  Further Instruments. At the request of Agilent and without\nfurther consideration, HP will execute and deliver, and will cause its\napplicable Subsidiaries to execute and deliver, to Agilent and its Subsidiaries\nsuch other instruments of transfer, conveyance, assignment, substitution and\nconfirmation and take such action as Agilent may reasonably deem necessary or\ndesirable in order more effectively to transfer, convey and assign to Agilent\nand its Subsidiaries and confirm Agilent's and its Subsidiaries' title to all of\nthe assets, rights and other things of value contemplated to be transferred to\nAgilent and its Subsidiaries pursuant to this Agreement, the Ancillary\nAgreements, and any documents referred to therein, to put Agilent and its\nSubsidiaries in actual possession and operating control thereof and to permit\nAgilent and its Subsidiaries to exercise all rights with respect thereto\n(including, without limitation, rights under contracts and other arrangements as\nto which the consent of any third party to the transfer thereof shall not have\npreviously been obtained). At the request of HP and without further\nconsideration, Agilent will\n\n                                      -9-\n\n \nexecute and deliver, and will cause its applicable Subsidiaries to execute and\ndeliver, to HP and its Subsidiaries all instruments, assumptions, novations,\nundertakings, substitutions or other documents and take such other action as HP\nmay reasonably deem necessary or desirable in order to have Agilent fully and\nunconditionally assume and discharge the liabilities contemplated to be assumed\nby Agilent under this Agreement or any document in connection herewith and to\nrelieve the HP Group of any liability or obligation with respect thereto and\nevidence the same to third parties. Neither HP nor Agilent shall be obligated,\nin connection with the foregoing, to expend money other than reasonable out-of-\npocket expenses, attorneys' fees and recording or similar fees. Furthermore,\neach party, at the request of another party hereto, shall execute and deliver\nsuch other instruments and do and perform such other acts and things as may be\nnecessary or desirable for effecting completely the consummation of the\ntransactions contemplated hereby.\n\n     Section 5.3  Additional Service Level Agreements. HP and its Subsidiaries\nand Agilent and its Subsidiaries will enter into interim service level\nagreements covering the provision of various interim services, including\nfinancial, accounting, building services, legal, and other services by HP (and\nits Subsidiaries) to Agilent (and its Subsidiaries) or, in certain\ncircumstances, vice versa. Such services will generally be provided for a fee\nequal to the actual Direct Costs and Indirect Costs of providing such services\nplus five percent (5%). The interim service level agreements will generally\nprovide for a term of two (2) years. However, some interim service level\nagreements, including those for building services and information technology\nservices, may be extended beyond the initial two-year period. If these\nagreements are extended, Agilent will reimburse HP at the fair market rental\nvalue for the rental component of the building services and cost plus 10% for\ninformation technology and other services and the non-rental components of\nbuilding services. \"Direct Costs\" shall include compensation and travel expenses\nattributable to employees, temporary workers, and contractors directly engaged\nin performing the services as well as materials and supplies consumed in\nperforming the services. \"Indirect Costs\" shall include occupancy, IT\nsupervision and other overhead burden of the department incurring the direct\ncosts of providing the service.\n\n     Section 5.4  Agreement For Exchange of Information. Each of HP and Agilent\nagrees to provide, or cause to be provided, to each other, at any time before or\nafter the Distribution Date, as soon as reasonably practicable after written\nrequest therefor, any Information in the possession or under the control of such\nparty that the requesting party reasonably needs (i) to comply with reporting,\ndisclosure, filing or other requirements imposed on the requesting party\n(including under applicable securities laws) by a Governmental Authority having\njurisdiction over the requesting party, (ii) for use in any other judicial,\nregulatory, administrative or other proceeding or in order to satisfy audit,\naccounting, claims, regulatory, litigation or other similar requirements, (iii)\nto comply with its obligations under this Agreement or any Ancillary Agreement\nor (iv) in connection with the ongoing businesses of HP or Agilent, as the case\nmay be; provided, however, that in the event that any party determines that any\nsuch provision of Information could be commercially detrimental, violate any law\nor agreement, or waive any attorney-client privilege, the parties shall take all\nreasonable measures to permit the compliance with such obligations in a manner\nthat avoids any such harm or consequence.\n\n          (a) Internal Accounting Controls; Financial Information. After the\nSeparation Date, (i) each party shall maintain in effect at its own cost and\nexpense adequate systems and controls for its business to the extent necessary\nto enable the other party to satisfy its reporting, accounting, audit\n\n                                      -10-\n\n \nand other obligations, and (ii) each party shall provide, or cause to be\nprovided, to the other party and its Subsidiaries in such form as such\nrequesting party shall request, at no charge to the requesting party, all\nfinancial and other data and information as the requesting party determines\nnecessary or advisable in order to prepare its financial statements and reports\nor filings with any Governmental Authority.\n\n          (b)  Ownership of Information.  Any Information owned by a party that\nis provided to a requesting party pursuant to this Section 5.4 shall be deemed\nto remain the property of the providing party. Unless specifically set forth\nherein, nothing contained in this Agreement shall be construed as granting or\nconferring rights of license or otherwise in any such Information.\n\n          (c)  Record Retention.  To facilitate the possible exchange of\nInformation pursuant to this Section 5.4 and other provisions of this Agreement\nafter the Distribution Date, each party agrees to use its reasonable commercial\nefforts to retain all Information in their respective possession or control on\nthe Distribution Date substantially in accordance with the policies of HP as in\neffect on the Separation Date. However, except as set forth in the Tax Sharing\nAgreement, at any time after the Distribution Date, each party may amend their\nrespective record retention policies at such party's discretion; provided,\nhowever, that if a party desires to effect the amendment within three (3) years\nafter the Distribution Date, the amending party must give thirty (30) days prior\nwritten notice of such change in the policy to the other party to this\nAgreement.\n\n               (i)  No party will destroy, or permit any of its Subsidiaries to\ndestroy, any Information that exists on the Separation Date (other than\nInformation that is permitted to be destroyed under the current record retention\npolicy of such party) without first using its reasonable commercial efforts to\nnotify the other party of the proposed destruction and giving the other party\nthe opportunity to take possession of such Information prior to such\ndestruction.\n\n          (d)  Limitation of Liability.  No party shall have any liability to\nany other party in the event that any Information exchanged or provided pursuant\nto this Section is found to be inaccurate, in the absence of willful misconduct\nby the party providing such Information. No party shall have any liability to\nany other party if any Information is destroyed or lost after reasonable\ncommercial efforts by such party to comply with the provisions of Section\n5.4(c).\n\n          (e)  Other Agreements Providing For Exchange of Information.  The\nrights and obligations granted under this Section 5.4 are subject to any\nspecific limitations, qualifications or additional provisions on the sharing,\nexchange or confidential treatment of Information set forth in this Agreement\nand any Ancillary Agreement.\n\n          (f)  Production of Witnesses; Records; Cooperation.  After the\nDistribution Date, except in the case of a legal or other proceeding by one\nparty against another party (which shall be governed by such discovery rules as\nmay be applicable under Section 5.9 or otherwise), each party hereto shall use\nits reasonable commercial efforts to make available to each other party, upon\nwritten request, the former, current and future directors, officers, employees,\nother personnel and agents of such party as witnesses and any books, records or\nother documents within its control or which it otherwise has the ability to make\navailable, to the extent that any such person (giving consideration to business\ndemands of such directors, officers, employees, other personnel and agents) or\nbooks, \n\n                                      -11-\n\n \nrecords or other documents may reasonably be required in connection with any\nlegal, administrative or other proceeding in which the requesting party may from\ntime to time be involved, regardless of whether such legal, administrative or\nother proceeding is a matter with respect to which indemnification may be sought\nhereunder. The requesting party shall bear all costs and expenses in connection\ntherewith.\n\n     Section 5.5  Auditors and Audits; Annual and Quarterly Statements and\nAccounting. Each party agrees that, for so long as HP is required in accordance\nwith United States generally accepted accounting principles to consolidate\nAgilent's results of operations and financial position:\n\n          (a)  Selection of Auditors.  Agilent shall not select a different\naccounting firm than PricewaterhouseCoopers LLP to serve as its (and its\nSubsidiaries') independent certified public accountants (\"Agilent's Auditors\")\nfor purposes of providing an opinion on its consolidated financial statements\nwithout HP's prior written consent (which shall not be unreasonably withheld).\n\n          (b)  Date of Auditors' Opinion and Quarterly Reviews.  Agilent shall\nuse its reasonable commercial efforts to enable the Agilent Auditors to complete\ntheir audit such that they will date their opinion on Agilent's audited annual\nfinancial statements on the same date that HP's independent certified public\naccountants (\"HP's Auditors\") date their opinion on HP's audited annual\nfinancial statements, and to enable HP to meet its timetable for the printing,\nfiling and public dissemination of HP's annual financial statements. Agilent\nshall use its reasonable commercial efforts to enable the Agilent Auditors to\ncomplete their quarterly review procedures such that they will provide clearance\non Agilent's quarterly financial statements on the same date that HP's Auditors\nprovide clearance on HP's quarterly financial statements.\n\n          (c)  Annual and Quarterly Financial Statements.  Agilent shall provide\nto HP on a timely basis all Information that HP reasonably requires to meet its\nschedule for the preparation, printing, filing, and public dissemination of HP's\nannual and quarterly financial statements. Without limiting the generality of\nthe foregoing, Agilent will provide all required financial Information with\nrespect to Agilent and its Subsidiaries to Agilent's Auditors in a sufficient\nand reasonable time and in sufficient detail to permit Agilent's Auditors to\ntake all steps and perform all reviews necessary to provide sufficient\nassistance to HP's Auditors with respect to Information to be included or\ncontained in HP's annual and quarterly financial statements. Similarly, HP shall\nprovide to Agilent on a timely basis all Information that Agilent reasonably\nrequires to meet its schedule for the preparation, printing, filing, and public\ndissemination of Agilent's annual and quarterly financial statements. Without\nlimiting the generality of the foregoing, HP will provide all required financial\nInformation with respect to HP and its Subsidiaries to HP's Auditors in a\nsufficient and reasonable time and in sufficient detail to permit HP's Auditors\nto take all steps and perform all reviews necessary to provide sufficient\nassistance to Agilent's Auditors with respect to Information to be included or\ncontained in Agilent's annual and quarterly financial statements.\n\n          (d)  Identity of Personnel Performing the Annual Audit and Quarterly\nReviews.  Agilent shall authorize Agilent's Auditors to make available to HP's\nAuditors both the personnel who performed or are performing the annual audits\nand quarterly reviews of Agilent and work papers related to the annual audits\nand quarterly reviews of Agilent, in all cases within a reasonable time prior to\nAgilent's Auditors' opinion date, so that HP's Auditors are able to perform the\n\n                                      -12-\n\n \nprocedures they consider necessary to take responsibility for the work of\nAgilent's Auditors as it relates to HP's Auditors' report on HP's financial\nstatements, all within sufficient time to enable HP to meet its timetable for\nthe printing, filing and public dissemination of HP's annual and quarterly\nstatements. Similarly, HP shall authorize HP's Auditors to make available to\nAgilent's Auditors both the personnel who performed or are performing the annual\naudits and quarterly reviews of HP and work papers related to the annual audits\nand quarterly reviews of HP, in all cases within a reasonable time prior to HP's\nAuditors' opinion date, so that Agilent's Auditors are able to perform the\nprocedures they consider necessary to take responsibility for the work of HP's\nAuditors as it relates to Agilent's Auditors' report on Agilent's statements,\nall within sufficient time to enable Agilent to meet its timetable for the\nprinting, filing and public dissemination of Agilent's annual and quarterly\nfinancial statements.\n\n          (e)  Access to Books and Records.  Agilent shall provide HP's internal\nauditors and their designees access to Agilent's and its Subsidiaries' books and\nrecords so that HP may conduct reasonable audits relating to the financial\nstatements provided by Agilent pursuant hereto as well as to the internal\naccounting controls and operations of Agilent and its Subsidiaries. Similarly,\nHP shall provide Agilent's internal auditors and their designees access to HP's\nand its Subsidiaries' books and records so that Agilent may conduct reasonable\naudits relating to the financial statements provided by HP pursuant hereto as\nwell as to the internal accounting controls and operations of HP and its\nSubsidiaries\n\n          (f)  Notice of Change in Accounting Principles.  Agilent shall give HP\nas much prior notice as reasonably practical of any proposed determination of,\nor any significant changes in, its accounting estimates or accounting principles\nfrom those in effect on the Separation Date. Agilent will consult with HP and,\nif requested by HP, Agilent will consult with HP's independent public\naccountants with respect thereto. HP shall give Agilent as much prior notice as\nreasonably practical of any proposed determination of, or any significant\nchanges in, its accounting estimates or accounting principles from those in\neffect on the Separation Date.\n\n          (g)  Conflict with Third-Party Agreements.  Nothing in Sections 5.4\nand 5.5 shall require Agilent to violate any agreement with any third parties\nregarding the confidentiality of confidential and proprietary information\nrelating to that third party or its business; provided, however, that in the\nevent that Agilent is required under Sections 5.4 and 5.5 to disclose any such\ninformation, Agilent shall use all commercially reasonable efforts to seek to\nobtain such customer's consent to the disclosure of such information.\n\n     Section 5.6  Consistency with Past Practices.  At all times HP will cause\nthe Agilent Business before the Separation Date to continue to ship products,\ninvoice customers, make payments, maintain properties and otherwise conduct\nbusiness in the ordinary course, consistent with past practices and will not\nundertake or permit any arrangement with any third party which is intended to or\nhas the effect of delaying the payment of any account receivable beyond the\nSeparation Date or delaying or accelerating the payment of any account payable\nbefore the Separation Date.\n\n     Section 5.7  Payment of Expenses.  Except as otherwise provided in this\nAgreement, the Ancillary Agreements or any other agreement between the parties\nrelating to the Separation, the IPO\n\n                                      -13-\n\n \nor the Distribution, all costs and expenses of the parties hereto in connection\nwith the IPO (excluding underwriting discounts and commissions) and the\nDistribution  and certain costs and expenses of the parties hereto in connection\nwith the Separation shall be paid by HP.  Notwithstanding the foregoing, Agilent\nshall pay any internal fees, costs and expenses incurred by Agilent in\nconnection with the Separation, the IPO and the Distribution.\n\n     Section 5.8  Foreign Subsidiaries.  HP and Agilent shall cause each of\ntheir foreign subsidiaries to execute such local transfer agreements,\nassignments, assumptions, novations and other documents as shall be necessary to\ncarry out the plan of reorganization described in Exhibit M (the \"Non-US Plan\")\nhereto to effect the purposes of this Agreement with respect to their respective\noperations outside the United States.\n\n     Section 5.9  Dispute Resolution.  Except as otherwise set forth in the\nAncillary Agreements, resolution of any and all disputes arising from or in\nconnection with this Agreement, whether based on contract, tort, or otherwise\n(collectively, \"Disputes\"), shall be exclusively governed by and settled in\naccordance with the provisions of this Section 5.9.\n\n          (a)  Negotiation.  The parties shall make a good faith attempt to\nresolve any Dispute arising out of or relating to this Agreement through\nnegotiation. Within thirty (30) days after notice of a Dispute is given by\neither party to the other party, each party shall select a first tier\nnegotiating team comprised of general manager level employees of such party and\nshall meet and make a good faith attempt to resolve such Dispute and shall\ncontinue to negotiate in good faith in an effort to resolve the Dispute or\nrenegotiate the applicable section or provision without the necessity of any\nformal proceedings. If the first tier negotiating teams are unable to agree\nwithin thirty (30) days of their first meeting, then each party shall select a\nsecond tier negotiating team comprised of vice president level employees of such\nparty and shall meet within thirty (30) days after the end of the first thirty\n(30) day negotiating period to attempt to resolve the matter. During the course\nof negotiations under this Section 5.9(a), all reasonable requests made by one\nparty to the other for information, including requests for copies of relevant\ndocuments, will be honored. The specific format for such negotiations will be\nleft to the discretion of the designated negotiating teams but may include the\npreparation of agreed upon statements of fact or written statements of position\nfurnished to the other party.\n\n          (b)  Non-Binding Mediation. In the event that any Dispute arising out\nof or related to this Agreement is not settled by the parties within fifteen\n(15) days after the first meeting of the second tier negotiating teams under\nSection 5.9(a), the parties will attempt in good faith to resolve such Dispute\nby non-binding mediation in accordance with the American Arbitration Association\nCommercial Mediation Rules. The mediation shall be held within thirty (30) days\nof the end of such fifteen (15) day negotiation period of the second tier\nnegotiating teams. Except as provided below in Section 5.9(c), no litigation for\nthe resolution of such dispute may be commenced until the parties try in good\nfaith to settle the dispute by such mediation in accordance with such rules and\neither party has concluded in good faith that amicable resolution through\ncontinued mediation of the matter does not appear likely. The costs of mediation\nshall be shared equally by the parties to the mediation. Any settlement reached\nby mediation shall be recorded in writing, signed by the parties, and shall be\nbinding on them.\n\n                                      -14-\n\n \n          (c)  Proceedings.  Nothing herein, however, shall prohibit either\nparty from initiating litigation or other judicial or administrative proceedings\nif such party would be substantially harmed by a failure to act during the time\nthat such good faith efforts are being made to resolve the Dispute through\nnegotiation or mediation. In the event that litigation is commenced under this\nSection 5.9(c), the parties agree to continue to attempt to resolve any Dispute\naccording to the terms of Sections 5.9(a) and 5.9(b) during the course of such\nlitigation proceedings under this Section 5.9(c).\n\n          (d)  Pay and Dispute.  Except as provided herein or in any Ancillary\nAgreement, in the event of any dispute regarding payment of a third-party\ninvoice (subject to standard verification of receipt of products or services),\nthe party named in a third party's invoice must make timely payment to such\nthird party, even if the party named in the invoice desires to pursue the\ndispute resolution procedures outlined in this Section 5.9. If the party that\npaid the invoice is found pursuant to this Section 5.9 to not be responsible for\nsuch payment, such paying party shall be entitled to reimbursement, with\ninterest accrued at a compound annual rate of the Prime Rate plus 2%, from the\nparty found responsible for such payment.\n\n     Section 5.10  Governmental Approvals.  To the extent that the Separation\nrequires any Governmental Approvals, the parties will use their reasonable\ncommercial efforts to obtain any such Governmental Approvals.\n\n     Section 5.11  No Representation or Warranty.  HP does not, in this\nAgreement or any other agreement, instrument or document contemplated by this\nAgreement, make any representation as to, warranty of or covenant with respect\nto:\n\n          (a)  the value of any asset or thing of value to be transferred to\nAgilent;\n\n          (b)  the freedom from encumbrance of any asset or thing of value to be\ntransferred to Agilent;\n\n          (c)  the absence of defenses or freedom from counterclaims with\nrespect to any claim to be transferred to Agilent; or\n\n          (d)  the legal sufficiency of any assignment, document or instrument\ndelivered hereunder to convey title to any asset or thing of value upon its\nexecution, deliver and filing.\n\n     Except as may expressly be set forth herein or in any Ancillary Agreement,\nall assets to be transferred to Agilent shall be transferred \"AS IS, WHERE IS\"\nand Agilent shall bear the economic and legal risk that any conveyance shall\nprove to be insufficient to vest in Agilent good and marketable title, free and\nclear of any lien, claim, equity or other encumbrance.\n\n     Section 5.12  Non-Solicitation of Employees.  Each party agrees not to\ndirectly solicit or recruit the other party's employees for a period of two\nyears following the Distribution Date if such solicitation or recruitment would\nbe disruptive or damaging or would interfere with the operation or business of\nthe other party. This prohibition on solicitation does not apply to actions\ntaken by a party (i) as a result of an employee's affirmative response to a\ngeneral recruitment effort carried out through a public solicitation or a\ngeneral solicitation or (ii) as a result of an employee's initiative.\n\n                                      -15-\n\n \n     Section 5.13  Employee Agreements.  Definition.  As used in this Section\n5.13, \"Employee Agreement\" means the Agreement Regarding Confidential\nInformation and Proprietary Developments and corresponding agreements in foreign\ncountries.\n\n          (a)  Survival of HP Employee Agreement Obligations and HP's Common Law\nRights.  The HP Employee Agreements of all former HP employees transferred to\nAgilent as of the Distribution Date shall remain in full force and effect\naccording to their terms; provided, however, that none of the following acts\ncommitted by former HP employees within the scope of their Agilent employment\nshall constitute a breach of such HP Employee Agreements: (i) the use or\ndisclosure of Confidential Information (as that term is defined in the former HP\nemployee's HP Employee Agreement) for or on behalf of Agilent, if such\ndisclosure is consistent with the license rights granted to Agilent and\nrestrictions imposed on Agilent under this Agreement, any other Ancillary\nAgreement or any other agreement between the parties, (ii) the disclosure and\nassignment to Agilent of rights in Proprietary Developments authored or\nconceived by the former HP employee after the Separation Date and resulting from\nthe use of, or based upon intellectual property (whether patented or not) which\nis retained by HP (as Proprietary Developments are defined in the former HP\nemployee's HP Employee Agreement); provided, however, that in no event shall\nsuch disclosure and assignment be regarded as assigning the underlying\nintellectual property to Agilent, (iii) the rendering of any services, directly\nor indirectly, to Agilent to the extent such services are consistent with the\nassignment or license of rights granted to Agilent and the restrictions imposed\non Agilent under this Agreement, any other Ancillary Agreement or any other\nagreement between the parties and (iv) solicitation of the employees of one\nparty by the other party prior to the Distribution Date. Further, HP retains any\nrights it has under statute or common law with respect to actions by its former\nemployees to the extent such actions are inconsistent with the rights granted to\nAgilent and restrictions imposed on Agilent under this Agreement, any other\nAncillary Agreement or any other agreement between the parties.\n\n          (b)  Assignment, Cooperation for Compliance and Enforcement.\n\n                    (i)  HP retains all rights under the HP Employee Agreements\nof all former HP employees necessary to permit HP to protect the rights and\ninterests of HP, but hereby transfers and assigns to Agilent its rights under\nthe HP Employee Agreements of all former HP employees to the extent required to\npermit Agilent to enjoin, restrain, recover damages from or obtain specific\nperformance of the HP Employee Agreements or obtain other remedies against any\nemployee who breaches his\/her HP Employee Agreement, and to the extent necessary\nto permit Agilent to protect the rights and interests of the businesses being\ntransferred to Agilent on the Separation Date.\n\n                    (ii) HP and Agilent agree, at their own respective cost and\nexpense, to use their reasonable efforts to cooperate as follows: (A) Agilent\nshall advise HP of: (1) any violation(s) of the HP Employee Agreement by former\nHP employees, and (2) any violation(s) of the Agilent Employee Agreement which\naffect HP's rights; and (B) HP shall advise Agilent of any violations of the HP\nEmployee Agreement by current or former HP employees which affect Agilent's\nrights; provided, however, that the foregoing obligations shall only apply to\nviolations which become known to an attorney within the legal department of the\nparty obligated to provide notice thereof.\n\n                                      -16-\n\n \n                    (iii) HP and Agilent each may separately enforce the HP\nEmployee Agreements of former HP employees to the extent necessary to reasonably\nprotect their respective interests, provided, however, that (i) Agilent shall\nnot commence any litigation relating thereto without first consulting with HP's\nDirector of Intellectual Property or his\/her designee and (ii) HP shall not\ncommence any litigation relating thereto against any former HP employee who is\nat the time an Agilent employee without first consulting with Agilent's Director\nof Intellectual Property or his\/her designee. If either party, in seeking to\nenforce any HP Employee Agreement, notifies the other party that it requires, or\ndesires, the other party to join in such action, then the other party shall do\nso. In addition, if either party commences or becomes a party to any action to\nenforce a HP Employee Agreement of a former HP employee, the other party shall,\nwhether or not it becomes a party to the action, cooperate with the other party\nby making available its files and employees who have information or knowledge\nrelevant to the dispute, subject to appropriate measures to protect the\nconfidentiality of any proprietary or confidential information that may be\ndisclosed in the course of such cooperation or action and subject to any\nrelevant privacy laws and regulations. Any such action shall be conducted at the\nexpense of the party bringing the action and the parties shall agree on a case\nby case basis on compensation, if any, of the other party for the value of the\ntime of such other party's employees as reasonably required in connection with\nthe action.\n\n                    (iv)  HP and Agilent understand and acknowledge that matters\nrelating to the making, performance, enforcement, assignment and termination of\nemployee agreements are typically governed by the laws and regulations of the\nnational, federal, state or local governmental unit where an employee resides,\nor where an employee's services are rendered, and that such laws and regulations\nmay supersede or limit the applicability or enforceability of this Section 5.13.\nIn such circumstances, HP and Agilent agree to take action with respect to the\nemployee agreements that best accomplishes the parties' objectives as set forth\nin this Section 5.13 and that is consistent with applicable law.\n\n     Section 5.14  Cooperation in Obtaining New Agreements.  HP understands\nthat, prior to the Separation Date, Agilent has derived benefits under certain\nagreements between HP and third parties, which agreements are not being assigned\nto Agilent in connection with the Separation. Upon the request of Agilent, HP\nagrees to make introductions to appropriate Agilent personnel to HP's contacts\nat such third parties, and agrees to provide reasonable assistance to Agilent,\nat HP's own expense, so that Agilent may obtain agreements from such third\nparties under substantially equivalent terms and conditions, including financial\nterms and conditions, that apply to HP. Such assistance may include, but is not\nlimited to, (i) requesting and encouraging such third parties to enter into such\nagreements with Agilent, (ii) attending meetings and negotiating sessions with\nAgilent and such third parties, and (iii) participating in buying consortiums\nwith Agilent. HP also understands that there are certain agreements between HP\nand third parties, which agreements are being assigned to Agilent in connection\nwith the Separation but which may require the consent of the applicable third\nparty. Upon the request of Agilent, HP agrees to assist Agilent in seeking and\nobtaining the consent of such third parties to such assignment. The parties\nexpect that the activities contemplated by this Section will be substantially\ncompleted by the Distribution Date, but in no event will HP have any obligations\nhereunder after the first anniversary of the Distribution Date.\n\n\n\n                                      -17-\n\n \n     Section 5.16  Newly Discovered Environmental Conditions at Agilent Schedule\n1 Facilities. If between the date of this Agreement and the Separation Date, \nEnvironmental Conditions (as defined in Section 4.21 of the Indemnification and \nInsurance Matters Agreement) are discovered on an Agilent Schedule 1 Facility \n(as defined in Section 4.11 of the Indemnification and Insurance Matters \nAgreement) for which HP, consistent with its past practices, would accrue a \nreserve, then HP and Agilent shall determine the allocation of responsibility \nfor any Environmental Actions (as defined in Section 4.20 of the Indemnification\nand Insurance Matters Agreement) arising, whether before or after the \nSeparation Date, out of such Environmental Conditions, in a manner consistent \nwith the provisions of Section 1.4 of the Indemnification and Insurance Matters \nAgreement.\n\n                                  ARTICLE VI\n\n                                 MISCELLANEOUS\n\n     Section 6.1  Limitation of Liability.  IN NO EVENT SHALL ANY MEMBER OF THE\nHP GROUP OR AGILENT GROUP BE LIABLE TO ANY OTHER MEMBER OF THE HP GROUP OR\nAGILENT GROUP FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE\nDAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY\n(INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT\nSUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED,\nHOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY'S\nINDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THE\nINDEMNIFICATION AND INSURANCE MATTERS AGREEMENT.\n\n     Section 6.2  Entire Agreement.  This Agreement, the other Ancillary\nAgreements and the Exhibits and Schedules referenced or attached hereto and\nthereto, constitutes the entire agreement between the parties with respect to\nthe subject matter hereof and shall supersede all prior written and oral and all\ncontemporaneous oral agreements and understandings with respect to the subject\nmatter hereof.\n\n     Section 6.3  Governing Law.  This Agreement shall be governed and construed\nand enforced in accordance with the laws of the State of Delaware as to all\nmatters regardless of the laws that might otherwise govern under the principles\nof conflicts of laws applicable thereto.\n\n     Section 6.4  Termination.  This Agreement and all Ancillary Agreements may\nbe terminated and the Distribution abandoned at any time prior to the IPO\nClosing Date by and in the sole discretion of HP without the approval of\nAgilent. This Agreement may be terminated at any time after the IPO Closing Date\nand before the Distribution Date by mutual consent of HP and Agilent. In the\nevent of termination pursuant to this Section, no party shall have any liability\nof any kind to the other party.\n\n     Section 6.5  Notices.  Any notice, demand, offer, request or other\ncommunication required or permitted to be given by either party pursuant to the\nterms of this Agreement shall be in writing and shall be deemed effectively\ngiven the earlier of (i) when received, (ii) when delivered personally, (iii)\none (1) business day after being delivered by facsimile (with receipt of\nappropriate confirmation), (iv) one (1) business day after being deposited with\nan overnight courier service or (v) four (4) days after being deposited in the\nU.S. mail, First Class with postage prepaid, and addressed to the attention of\nthe party's General Counsel at the address of its principal executive office or\nsuch other address as a party may request by notifying the other in writing.\n\n                                      -18-\n\n \n     Section 6.6   Counterparts.  This Agreement, including the Schedules and\nExhibits hereto and the other documents referred to herein, may be executed in\ncounterparts, each of which shall be deemed to be an original but all of which\nshall constitute one and the same agreement.\n\n     Section 6.7   Binding Effect; Assignment.  This Agreement shall inure to\nthe benefit of and be binding upon the parties hereto and their respective legal\nrepresentatives and successors, and nothing in this Agreement, express or\nimplied, is intended to confer upon any other Person any rights or remedies of\nany nature whatsoever under or by reason of this Agreement. This Agreement may\nnot be assigned by any party hereto. This Agreement may be enforced separately\nby each member of the HP Group and each member of the Agilent Group.\n\n     Section 6.8   Severability.  If any term or other provision of this\nAgreement or the Schedules or Exhibits attached hereto is determined by a\nnonappealable decision by a court, administrative agency or arbitrator to be\ninvalid, illegal or incapable of being enforced by any rule of law or public\npolicy, all other conditions and provisions of this Agreement shall nevertheless\nremain in full force and effect so long as the economic or legal substance of\nthe transactions contemplated hereby is not affected in any manner materially\nadverse to either party. Upon such determination that any term or other\nprovision is invalid, illegal or incapable of being enforced, the parties hereto\nshall negotiate in good faith to modify this Agreement so as to effect the\noriginal intent of the parties as closely as possible in an acceptable manner to\nthe end that transactions contemplated hereby are fulfilled to the fullest\nextent possible.\n\n     Section 6.9   Failure or Indulgence Not Waiver; Remedies Cumulative.  No\nfailure or delay on the part of either party hereto in the exercise of any right\nhereunder shall impair such right or be construed to be a waiver of, or\nacquiescence in, any breach of any representation, warranty or agreement herein,\nnor shall any single or partial exercise of any such right preclude other or\nfurther exercise thereof or of any other right. All rights and remedies existing\nunder this Agreement or the Schedules or Exhibits attached hereto are cumulative\nto, and not exclusive of, any rights or remedies otherwise available.\n\n     Section 6.10  Amendment.  No change or amendment will be made to this\nAgreement except by an instrument in writing signed on behalf of each of the\nparties to such agreement. \n\n     Section 6.11  Authority.  Each of the parties hereto represents to the\nother that (a) it has the corporate or other requisite power and authority to\nexecute, deliver and perform this Agreement, (b) the execution, delivery and\nperformance of this Agreement by it have been duly authorized by all necessary\ncorporate or other actions, (c) it has duly and validly executed and delivered\nthis Agreement, and (d) this Agreement is a legal, valid and binding obligation,\nenforceable against it in accordance with its terms subject to applicable\nbankruptcy, insolvency, reorganization, moratorium or other similar laws\naffecting creditors' rights generally and general equity principles.\n\n     Section 6.12  Interpretation.  The headings contained in this Agreement, in\nany Exhibit or Schedule hereto and in the table of contents to this Agreement\nare for reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement. Any capitalized term used in any Schedule or\nExhibit but not otherwise defined therein, shall have the meaning assigned to\nsuch term in this Agreement. When a reference is made in this Agreement to an\nArticle or a\n\n                                      -19-\n\n \nSection, Exhibit or Schedule, such reference shall be to an Article or Section\nof, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.\n\n     Section 6.13  Conflicting Agreements.  In the event of conflict between\nthis Agreement and any Ancillary Agreement or other agreement executed in\nconnection herewith, the provisions of such other agreement shall prevail.\n\n                                  ARTICLE VII\n\n                                  DEFINITIONS\n\n     Section 7.1   Affiliated Company.  \"Affiliated Company\" means, with respect\nto HP, any entity in which HP holds a 50% or less ownership interest and that is\nlisted on Schedule 7.1(a) hereto and, with respect to Agilent, any entity in\nwhich Agilent holds a 50% or less ownership interest and that is listed on\nSchedule 7.1(b) hereto. Schedules 7.1(a) and 7.1(b) may be amended from time to\ntime after the date hereof upon mutual written consent of the parties.\n\n     Section 7.2  Agilent Assets.  \"Agilent Assets\" has the meaning set forth\nin Section 1.2 of the Assignment Agreement.\n\n     Section 7.3  Agilent Business.  \"Agilent Business\" means (a) the business\nand operations of the business entities of HP currently known under the\nfollowing names, as described in the IPO Registration Statement and as such\nbusiness and operations will continue following the Separation Date: (i) the\nTest and Measurement Organization, (ii) the Semiconductor Products Group, (iii)\nthe Chemical Analysis Group, (iv) the Healthcare Solutions Group and (v) the\nportion of HP Labs and infrastructure organizations related to these businesses\nand (b) except as otherwise expressly provided herein, any terminated, divested\nor discontinued businesses or operations that at the time of termination,\ndivestiture or discontinuation primarily related to the Agilent Business as then\nconducted.\n\n     Section 7.4  Agilent Group.  \"Agilent Group\" means Agilent, each\nSubsidiary and Affiliated Company of Agilent immediately after the Separation\nDate or that is contemplated to be a Subsidiary or Affiliated Company of Agilent\npursuant to the Non-US Plan and each Person that becomes a Subsidiary or\nAffiliate Company of Agilent after the Separation Date.\n\n     Section 7.5  Agilent Pro Forma Balance Sheet.  \"Agilent Pro Forma Balance\nSheet\" means the unaudited pro forma condensed consolidated balance sheet\nappearing in the IPO Registration Statement.\n\n     Section 7.6  Agilent's Auditors.  \"Agilent's Auditors\" means Agilent's\nindependent certified public accountants.\n\n     Section 7.7  Ancillary Agreements.  \"Ancillary Agreements\" has the meaning\nset forth in Section 2.1 hereof.\n\n                                      -20-\n\n \n     Section 7.8   Assignment Agreement.  \"Assignment Agreement\" has the meaning\nset forth in Section 2.1(a) hereof.\n\n     Section 7.9   Business Day.  \"Business Day\" means a day other than a\nSaturday, a Sunday or a day on which banking institutions located in the State\nof California are authorized or obligated by law or executive order to close.\n\n     Section 7.10  Code.  \"Code\" means the Internal Revenue Code of 1986, as\namended from time to time.\n\n     Section 7.11  Commission.  \"Commission\" means the Securities and Exchange\nCommission.\n\n     Section 7.12  Disputes.  \"Disputes\" has the meaning set forth in Section\n5.9 hereof.\n\n     Section 7.13  Distribution.  \"Distribution\" has the meaning set forth in\nthe Recitals hereof.\n\n     Section 7.14  Distribution Agent.  \"Distribution Agent\" has the meaning set\nforth in Section 4.1 hereof.\n\n     Section 7.15  Distribution Date.  \"Distribution Date\" has the meaning set\nforth in Section 4.1 hereof.\n\n     Section 7.16  Employee Agreement.  \"Employee Agreement\" has the meaning set\nforth in Section 5.13(a) hereof.\n\n     Section 7.17  Exchange Act.  \"Exchange Act\" means the Securities and\nExchange Act of 1934, as amended.\n\n     Section 7.18  Governmental Approvals.  \"Governmental Approvals\" means any\nnotices, reports or other filings to be made, or any consents, registrations,\napprovals, permits or authorizations to be obtained from, any Governmental\nAuthority.\n\n     Section 7.19  Governmental Authority.  \"Governmental Authority\" shall mean\nany federal, state, local, foreign or international court, government,\ndepartment, commission, board, bureau, agency, official or other regulatory,\nadministrative or governmental authority.\n\n     Section 7.20  HP Business.  \"HP Business\" means any business of HP other\nthan the Agilent Business.\n\n     Section 7.21  HP Group.  \"HP Group\" means HP, each Subsidiary and\nAffiliated Company of HP (other than any member of the Agilent Group)\nimmediately after the Separation Date, after giving effect to the Non-US Plan\nand each Person that becomes a Subsidiary or Affiliate Company of HP after the\nSeparation Date.\n\n     Section 7.22  HP's Auditors.  \"HP's Auditors\" means HP's independent\ncertified public accountants.\n\n                                      -21-\n\n \n     Section 7.23  Information.  \"Information\" means information, whether or not\npatentable or copyrightable, in written, oral, electronic or other tangible or\nintangible forms, stored in any medium, including studies, reports, records,\nbooks, contracts, instruments, surveys, discoveries, ideas, concepts, know-how,\ntechniques, designs, specifications, drawings, blueprints, diagrams, models,\nprototypes, samples, flow charts, data, computer data, disks, diskettes, tapes,\ncomputer programs or other software, marketing plans, customer names,\ncommunications by or to attorneys (including attorney-client privileged\ncommunications), memos and other materials prepared by attorneys or under their\ndirection (including attorney work product), and other technical, financial,\nemployee or business information or data.\n\n     Section 7.24  IPO.  \"IPO\" has the meaning set forth in the Recitals hereof.\n\n     Section 7.25  IPO Closing Date.  \"IPO Closing Date\" has the meaning set\nforth in the Recitals hereof.\n\n     Section 7.26  IPO Net Proceeds.  \"IPO Net Proceeds\" has the meaning set\nforth in the Recitals hereof.\n\n     Section 7.27  IPO Over-allotment Option.  \"IPO Over-allotment Option\" has\nthe meaning set forth in the Recitals hereof.\n\n     Section 7.28  IPO Registration Statement.  \"IPO Registration Statement\"\nmeans the registration statement on Form S-1 pursuant to the Securities Act of\n1933, as amended, to be filed with the Commission registering the shares of\ncommon stock of Agilent to be issued in the IPO, together with all amendments\nthereto.\n\n     Section 7.29  Nasdaq.  \"Nasdaq\" means the Nasdaq National Market.\n\n     Section 7.30  Non-US Plan.  \"Non-US Plan\" has the meaning set forth in\nSection 5.8 hereof.\n\n     Section 7.31  NYSE.  \"NYSE\" means the New York Stock Exchange.\n\n     Section 7.32  Person.  \"Person\" means an individual, a partnership, a\ncorporation, a limited liability company, an association, a joint stock company,\na trust, a joint venture, an unincorporated organization and a governmental\nentity or any department, agency or political subdivision thereof.\n\n     Section 7.33  Prime Rate.  \"Prime Rate\" means the prime rate as published\nin the Wall Street Journal on the date of determination.\n\n     Section 7.34  Record Date.  \"Record Date\" means the close of business on\nthe date to be determined by the Board of Directors of HP as the record date for\ndetermining the stockholders of HP entitled to receive shares of common stock of\nAgilent in the Distribution.\n\n     Section 7.35  Retained Payables.  \"Retained Payables\" means (i) all\naccounts payable and other obligations of payment for goods or services\npurchased, leased or otherwise received in the \n\n                                      -22-\n\n \nconduct of the Agilent Business that as of the Separation Date are payable to a\nthird Person by HP or any of HP's Subsidiaries, whether past due, due or to\nbecome due, including any interest, sales or use taxes, finance charges, late or\nreturned check charges and other obligations of HP or any of HP's Subsidiaries\nwith respect thereto, and any obligations related to any of the foregoing and\n(ii) all employee compensation Liabilities and other miscellaneous Liabilities\nfor which an adjustment is made in the Agilent Pro Forma Balance Sheet.\n\n     Section 7.36  Retained Receivables.   \"Retained Receivables\" means (i) all\naccounts receivable and other rights to payment for goods or services sold,\nleased or otherwise provided in the conduct of the Agilent Business that as of\nthe Separation Date are payable by a third Person to HP or any of HP's\nSubsidiaries, whether past due, due or to become due, including any interest,\nsales or use taxes, finance charges, late or returned check charges and other\nobligations of the account debtor with respect thereto, and any proceeds of any\nof the foregoing and (ii) all other miscellaneous Assets for which an adjustment\nis made in the Agilent Pro Forma Balance Sheet.\n\n     Section 7.37  Separation.  \"Separation\" has the meaning set forth in the\nRecitals hereof.\n\n     Section 7.38  Separation Date.  \"Separation Date\" has the meaning set forth\nin Section 1.1 hereof.\n\n     Section 7.39  Subsidiary.  \"Subsidiary\" means with respect to any specified\nPerson, any corporation, any limited liability company, any partnership or other\nlegal entity of which such Person or its Subsidiaries owns, directly or\nindirectly, more than 50% of the stock or other equity interest entitled to vote\non the election of the members of the board of directors or similar governing\nbody. Unless context otherwise requires, reference to HP and its Subsidiaries\nshall not include the subsidiaries of HP that will be transferred to Agilent\nafter giving effect to the Separation, including the actions taken pursuant to\nthe Non-US Plan.\n\n     Section 7.40  Underwriters.  \"Underwriters\" means the underwriters of the\nIPO.\n\n     Section 7.41  Underwriting Agreement.  \"Underwriting Agreement\" has the\nmeaning set forth in Section 3.1(a) hereof.\n\n     Section 7.42  WSGR.  \"WSGR\" means Wilson Sonsini Goodrich &amp; Rosati,\nProfessional Corporation.\n\n                                      -23-\n\n \n          WHEREFORE, the parties have signed this Master Separation and\nDistribution Agreement effective as of the date first set forth above.\n\nHEWLETT-PACKARD COMPANY               AGILENT TECHNOLOGIES, INC.\n\nBy: \/s\/ Robert Wayman                 By: \/s\/ Edward W. Barnholt            \n   ----------------------------          -----------------------------------\n\nName: Robert P. Wayman                Name: Edward W. Barnholt              \n     --------------------------            ---------------------------------\n\nTitle: Executive Vice President of    Title: President and Chief Executive   \n       Finance and Administration,           Officer\n       Chief Financial Officer              \n\n\n \n                                Schedule 2.1(b)\n\n      Subsidiaries and Other Holdings of HP to be Transferred to Agilent\n\n\nSubsidiaries\n\nAgilent Technologies World Trade, Inc.\nHeartstream, Inc.\nPete, Inc.\nRockland Technologies Inc.\nScope Communications, Inc.\nTelegra Corporation\n\nOther Holdings\n\nCandescent Technologies Corporation\nCascade Microtech Inc.\nHP-Sci Tech Joint Software Development Center Co. Ltd.\ni-Stat Corporation\nMicroelectrics &amp; Computer Technology Group\n\n \n                                Schedule 2.2(b)\n\n                           Cash Held in Subsidiaries\n\n\nChina Hewlett-Packard Company Limited\nHeartstream, Inc.\nHewlett-Packard Belgium SA\/NV\nHewlett-Packard Coordination Center, S.C.\nHewlett-Packard Espanola, S.A.\nHewlett-Packard Japan, Ltd.\nHewlett-Packard Malaysia Sdn Bhd\nHewlett-Packard Microwave Products (M) Sdn Bhd\nHewlett-Packard Oy\nHewlett-Packard S.A.S.\nHewlett-Packard Taiwan Ltd.\nYokogawa Analytical Systems, Inc.\n\n \n                               Schedule 7.1 (a)\n\n           Affiliated Companies of HP to be Included in the HP Group\n\n     Ericsson-HP Telecom (Sweden)\n\n     Ericsson-HP Telecom (France)\n\n     Hua-Pua\n\n     Hugin Expert\n\n     Idea LLC\n\n     ImagineCard\n\n     Intria-HP\n\n     Intria-HP Potomac\n\n     Liquidity Management Group\n\n     PT Berka Services\n\n     Putial Ome\n\n     Sopura Systems\n\n     Syc\n\n \n                                Schedule 7.1(b)\n\n      Affiliated Companies of Agilent to be Included in the Agilent Group\n\nChartered Semiconductor Partners Singapore\n\nLumiLEDS\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6595,7770],"corporate_contracts_industries":[9508,9514],"corporate_contracts_types":[9622,9628],"class_list":["post-43461","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-agilent-technologies-inc","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__test","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43461","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43461"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43461"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43461"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43461"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}