{"id":43463,"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-technology-ownership-and-license-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-technology-ownership-and-license-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/master-technology-ownership-and-license-agreement.html","title":{"rendered":"Master Technology Ownership and License Agreement &#8211; Hewlett-Packard Co. and Agilent Technologies Inc."},"content":{"rendered":"<pre>\n\n                        MASTER TECHNOLOGY OWNERSHIP AND\n                               LICENSE AGREEMENT\n\n                                    between\n\n                            HEWLETT-PACKARD COMPANY\n\n                                      and\n\n                          AGILENT TECHNOLOGIES, INC.\n\n\n\n\n\n\n                       Effective as of ___________, 1999\n\n \n               MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT\n\n \n \n                               TABLE OF CONTENTS\n                                                                          Page\n                                                                          ----\n                                                                        \nARTICLE I DEFINITIONS.....................................................   1\n\n    1.1   AFFILIATED COMPANY..............................................   1\n    1.2   AGILENT BUSINESS................................................   1\n    1.3   AGILENT OWNED TECHNOLOGY........................................   2\n    1.4   AGILENT PRODUCTS................................................   2\n    1.5   AGILENT PRODUCTS DATABASE.......................................   2\n    1.6   COPYRIGHTS......................................................   2\n    1.7   DATABASE RIGHTS.................................................   2\n    1.8   HP PRODUCTS.....................................................   2\n    1.9   IMPROVEMENTS....................................................   2\n    1.10  INVENTION DISCLOSURE............................................   3\n    1.11  LICENSED AGILENT TECHNOLOGY.....................................   3\n    1.12  LICENSED HP TECHNOLOGY..........................................   3\n    1.13  MASK WORK RIGHTS................................................   3\n    1.14  MASTER SEPARATION AGREEMENT.....................................   3\n    1.15  PATENTS.........................................................   3\n    1.16  PERSON..........................................................   4\n    1.17  SELL............................................................   4\n    1.18  SEPARATION DATE.................................................   4\n    1.19  SUBSIDIARY......................................................   4\n    1.20  TECHNOLOGY......................................................   4\n    1.21  THIRD PARTY.....................................................   5\n\nARTICLE II ALLOCATION OF OWNERSHIP........................................   5\n\n    2.1   ASSIGNMENT......................................................   5\n    2.2   PRIOR GRANTS....................................................   5\n    2.3   ASSIGNMENT DISCLAIMER...........................................   5\n    2.4   COPIES IN ITS POSSESSION........................................   5\n\nARTICLE III LICENSE GRANTS................................................   6\n\n    3.1   LICENSE TO HP...................................................   6\n    3.2   LICENSE TO AGILENT..............................................   9\n    3.3   HAVE MADE RIGHTS................................................  11\n    3.4   IMPROVEMENTS....................................................  12\n    3.5   DURATION OF SUBLICENSES TO SUBSIDIARIES AND AFFILIATED\n          COMPANIES.......................................................  12\n    3.6   NO PATENT LICENSES..............................................  12\n    3.7   THIRD PARTY TECHNOLOGY..........................................  12\n \n  \n                                   -i-\n\n \n                               TABLE OF CONTENTS\n                                  (continued)\n \n \n                                                                          Page\n                                                                          ----\n                                                                          \nARTICLE IV CONFIDENTIALITY...............................................   12\n\nARTICLE V TERMINATION....................................................   13\n\n    5.1   VOLUNTARY TERMINATION..........................................   13\n    5.2   SURVIVAL.......................................................   13\n    5.3   NO OTHER TERMINATION...........................................   13\n\nARTICLE VI DISPUTE RESOLUTION............................................   13\n\n    6.1   NEGOTIATION....................................................   13\n    6.2   NONBINDING MEDIATION...........................................   13\n    6.3   PROCEEDINGS....................................................   14\n\nARTICLE VII LIMITATION OF LIABILITY......................................   14\n\nARTICLE VIII MISCELLANEOUS PROVISIONS....................................   14\n\n    8.1   DISCLAIMER.....................................................   14\n    8.2   NO IMPLIED LICENSES............................................   15\n    8.3   INFRINGEMENT SUITS.............................................   15\n    8.4   NO OTHER OBLIGATIONS...........................................   15\n    8.5   ENTIRE AGREEMENT...............................................   15\n    8.6   GOVERNING LAW..................................................   16\n    8.7   DESCRIPTIVE HEADINGS...........................................   16\n    8.8   NOTICES........................................................   16\n    8.9   NONASSIGNABILITY...............................................   16\n    8.10  SEVERABILITY...................................................   17\n    8.11  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE..........   17\n    8.12  AMENDMENT......................................................   17\n    8.13  COUNTERPARTS...................................................   17\n\n\nEXHIBIT A:  AFFILIATED COMPANIES\n\n                                     -ii-\n\n \n               MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT\n\n     This Master Technology Ownership and License Agreement (the \"Agreement\") is\neffective as of __________, 1999 (the \"Effective Date\"), between Hewlett-Packard\nCompany, a Delaware corporation (\"HP\"), having an office at 3000 Hanover Street,\nPalo Alto, California 94304, and Agilent Technologies, Inc., a Delaware\ncorporation (\"Agilent\"), having an office at 3000 Hanover Street, Palo Alto,\nCalifornia 94304.\n\n     WHEREAS, the Board of Directors of HP has determined that it is in the best\ninterest of HP and its stockholders to separate HP's existing businesses into\ntwo independent businesses;\n\n     WHEREAS, as part of the foregoing, HP and Agilent have entered into a\nMaster Separation Agreement (as defined below), which provides, among other\nthings, for the separation of certain Agilent assets and Agilent liabilities,\nthe initial public offering of Agilent stock, the distribution of such stock and\nthe execution and delivery of certain other agreements in order to facilitate\nand provide for the foregoing;\n\n     WHEREAS, also as part of the foregoing, HP desires to assign to Agilent\nownership of certain technology and each party desires to license to the other\nparty certain of its technology; and\n\n     WHEREAS, also as part of the foregoing, the parties have also entered into\nan ICBD Technology Ownership and License Agreement (the \"ICBD Technology\nAgreement\") which provides for the ownership and licensing of certain integrated\ncircuit technology.\n\n     NOW, THEREFORE, in consideration of the mutual promises of the parties, and\nof good and valuable consideration, it is agreed by and between the parties as\nfollows:\n\n                                   ARTICLE I\n\n                                  DEFINITIONS\n\n     For the purpose of this Agreement the following capitalized terms are\ndefined in this Article I and shall have the meaning specified herein:\n\n     1.1  AFFILIATED COMPANY.  \"Affiliated Company\" means, with respect to HP,\nany entity in which HP holds a 50% or less ownership interest and that is listed\non Exhibit A hereto and, with respect to Agilent, any entity in which Agilent\nholds a 50% or less ownership interest and that is listed on Exhibit A hereto;\nprovided, however, that any such entity listed in Exhibit A shall be considered\nto be an Affiliated Company under this Agreement only if it agrees in writing to\nbe bound by the terms and conditions of this Agreement. Exhibit A may be amended\nfrom time to time after the date hereof upon mutual consent of the parties.\n\n     1.2  AGILENT BUSINESS.  \"Agilent Business\" means (a) the business and\noperations of the following business entities of HP, as described in the IPO\nRegistration Statement (as defined in \n\n \nthe Master Separation Agreement): (i) the Test and Measurement Organization,\n(ii) the Semiconductor Products Group, (iii) the Chemical Analysis Group, (iv)\nthe Healthcare Solutions Group and (v) any related infrastructure organizations\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     1.3  AGILENT OWNED TECHNOLOGY.  \"Agilent Owned Technology\" means (i) all\nTechnology associated with the development, design, testing, manufacture,\nmaintenance, support, debugging, quality control, repair, use, marketing and\nsale of the products listed in the Agilent Products Database and the products\ndeveloped or being developed primarily by the Agilent Business as of the\nSeparation Date, (ii) all Technology developed or being developed primarily by\nthe Agilent Business as of the Separation Date and (iii) all other Technology\nused exclusively by the Agilent Business.\n\n     1.4  AGILENT PRODUCTS.  \"Agilent Products\" means any and all products and\nservices of the businesses in which Agilent or any of its Subsidiaries or\nAffiliated Companies is now or hereafter engaged (including the business of\nmaking (but not having made) Third Party products for Third Parties when\nAgilent, its Subsidiaries or Affiliated Companies is acting as a contract\nmanufacturer or foundry for such Third Parties).\n\n     1.5  AGILENT PRODUCTS DATABASE.  \"Agilent Products Database\" means the\nAgilent Products Database, as it may be updated by the parties upon mutual\nagreement to add products as of the Separation Date.\n\n     1.6  COPYRIGHTS.  \"Copyrights\" mean (i) any copyright in any original works\nof authorship fixed in any tangible medium of expression as set forth in 17\nU.S.C. Section 101 et. seq., whether registered or unregistered, including any\napplications for registration thereof, (ii) any corresponding foreign copyrights\nunder the laws of any jurisdiction, in each case, whether registered or\nunregistered, and any applications for registration thereof, and (iii) moral\nrights under the laws of any jurisdiction.\n\n     1.7  DATABASE RIGHTS.  \"Database Rights\" means any rights in databases\nunder the laws of the United States or any other jurisdiction, whether\nregistered or unregistered, and any applications for registration thereof.\n\n     1.8  HP PRODUCTS.  \"HP Products\" means any and all products and services of\nthe businesses in which HP or any of its Subsidiaries or Affiliated Companies is\nnow or hereafter engaged (including the business of making (but not having made)\nThird Party products for Third Parties when HP, its Subsidiaries or Affiliated\nCompanies is acting as a contract manufacturer or foundry for such Third\nParties).\n\n     1.9  IMPROVEMENTS.  \"Improvements\" to Technology means (i) with respect to\nCopyrights, any modifications, derivative works, and translations of works of\nauthorship, (ii) with respect to Database Rights, any database that is created\nby extraction or re-utilization of another\n\n                                      -2-\n\n \ndatabase, and (iii) with respect to Mask Work Rights, trade secrets and other\nintellectual property rights included within the definition of Technology and\nnot covered by Sections 1.9(i) - (ii) above, any improvements of Technology. For\nthe purposes of clarification, an item of Technology will be deemed to be an\nImprovement of another item of Technology only if it is actually derived from\nsuch other item of Technology and not merely because it may have the same or\nsimilar functionality or use as such other item of Technology.\n\n     1.10  INVENTION DISCLOSURE.  \"Invention Disclosure\" means a disclosure of\nan invention (i) written for the purpose of allowing legal and business people\nto determine whether to file a Patent application with respect to such invention\nand (ii) recorded with a control number in the owning party's records.\n\n     1.11  LICENSED AGILENT TECHNOLOGY. \"Licensed Agilent Technology\" means any\nTechnology:\n\n           (a)  which, as of the Separation Date, Agilent or any Subsidiary or\nAffiliated Company of Agilent (i) owns or controls or (ii) otherwise has the\nright to grant any licenses of the type and on the terms herein granted to HP\nwithout the obligation to pay royalties or other consideration to Third Parties;\nand\n\n           (b)  which is known to or in the possession of HP or its Subsidiaries\nor Affiliated Companies as of the Separation Date.\n\n     1.12  LICENSED HP TECHNOLOGY.  \"Licensed HP Technology\" means any\nTechnology:\n\n           (a)  which, as of the Separation Date, HP or any Subsidiary or\nAffiliated Company of HP (i) owns or controls or (ii) otherwise has the right to\ngrant any licenses of the type and on the terms herein granted to Agilent\nwithout the obligation to pay royalties or other consideration to Third Parties;\nand\n\n           (b)  which is known to or in the possession of Agilent, its\nSubsidiaries or Affiliated Companies as of the Separation Date.\n\n     1.13  MASK WORK RIGHTS.  \"Mask Work Rights\" means (i) any rights in mask\nworks, as defined in 17 U.S.C. Section 901, whether registered or unregistered,\nincluding applications for registration thereof, and (ii) any foreign rights in\nsemiconductor topologies under the laws of any jurisdiction, whether registered\nor unregistered, including applications for registration thereof.\n\n     1.14  MASTER SEPARATION AGREEMENT.  \"Master Separation Agreement\" means the\nMaster Separation and Distribution Agreement between the parties.\n\n     1.15  PATENTS.  \"Patents\" means patents, utility models, design patents,\ndesign registrations, certificates of invention and other governmental grants\nfor the protection of inventions \n\n                                      -3-\n\n \nor industrial designs anywhere in the world and all reissues, renewals, re-\nexaminations and extensions of any of the foregoing.\n\n     1.16  PERSON.  \"Person\" means an individual, a partnership, a corporation,\na limited liability company, an association, a joint stock company, a trust, a\njoint venture, an unincorporated organization, and a governmental entity or any\ndepartment, agency or political subdivision thereof.\n\n     1.17  SELL.  To \"Sell\" a product means to sell, transfer, lease or\notherwise dispose of a product. \"Sale\" and \"Sold\" have the corollary meanings\nascribed thereto.\n\n     1.18  SEPARATION DATE.  \"Separation Date\" means 12:01 a.m., Pacific Time,\nNovember 1, 1999 or such other date as may be fixed by the Board of Directors of\nHP.\n\n     1.19  SUBSIDIARY.  \"Subsidiary\" means with respect to any specified Person,\nany corporation, any limited liability company, any partnership or other legal\nentity of which such Person owns, directly or indirectly, more than 50% of the\nstock or other equity interest entitled to vote on the election of the members\nof the board of directors or similar governing body. Unless the context\notherwise requires, reference to HP and its Subsidiaries shall not include the\nsubsidiaries of HP that will be transferred to Agilent after giving effect to\nthe Separation (as defined in the Master Separation Agreement), including the\nactions taken pursuant to the Non-US Plan (as defined in the Master Separation\nAgreement). For example, if HP owns 70% of the stock of another corporation, and\nthat corporation owns 60% of the equity interest of a limited liability company,\nthen that corporation is a Subsidiary of HP but that limited liability company\nis not. However, if such corporation owns 90% of the equity interest of a\nlimited liability company, then that limited liability company is a Subsidiary\nof HP. For the avoidance of doubt, this definition of Subsidiary is different\nfrom the definition of Subsidiary in the Master Separation Agreement.\n\n     1.20  TECHNOLOGY.  \"Technology\" means technological models, algorithms,\nmanufacturing processes, design processes, behavioral models, logic diagrams,\nschematics, test vectors, know-how, computer and electronic data processing and\nother apparatus programs and software (object code and source code), optical,\nhydraulic and fluidic apparatus and processes, medical chemical, biochemical,\nbiological, macro-molecular and genetic compounds, processes, cell lines,\ndetection and analytical devices, databases and documentation thereof, trade\nsecrets, technical information, specifications, drawings, records,\ndocumentation, works of authorship or other creative works, websites, ideas,\nknowledge, data or the like. The term Technology includes Copyrights, Database\nRights, Mask Work Rights, trade secrets and any other intellectual property\nright, but expressly does not include (i) any trademark, trade name, trade dress\nor service mark, or applications for registration thereof or (ii) any Patents or\napplications therefor, including any of the foregoing that may be based on\nInvention Disclosures that are covered by the Master Patent Ownership and\nAssignment Agreement between the parties, but does include trade secret rights\nin and to inventions disclosed in such Patent applications and Invention\nDisclosures. Notwithstanding the generality of the foregoing provisions of this\nSection 1.20, however, the term \"Technology\" does not include ICBD Technology as\nsuch term is defined in the ICBD Technology Agreement.\n\n                                      -4-\n\n \n     1.21  THIRD PARTY.  \"Third Party\" means a Person other than HP and its\nSubsidiaries and Affiliated Companies and Agilent and its Subsidiaries and\nAffiliated Companies.\n\n                                  ARTICLE II\n\n                            ALLOCATION OF OWNERSHIP\n\n     2.1  ASSIGNMENT.  Subject to Sections 2.2 and 2.3 below, HP hereby grants,\nconveys and assigns (and agrees to cause its appropriate Subsidiaries to grant,\nconvey and assign) to Agilent, by execution hereof (or, where appropriate or\nrequired, by execution of separate instruments of assignment), all its (and\ntheir) right, title and interest in and to the Agilent Owned Technology, to be\nheld and enjoyed by Agilent, its successors and assigns. HP further grants,\nconveys and assigns (and agrees to cause its appropriate Subsidiaries to grant,\nconvey and assign) to Agilent all its (and their) right, title and interest in\nand to any and all causes of action and rights of recovery for past infringement\nof Copyrights, Database Rights and Mask Work Rights in and to the Agilent Owned\nTechnology, and for past misappropriation of trade secrets in and to the Agilent\nOwned Technology. HP further covenants that HP will, without demanding any\nfurther consideration therefor, at the request and expense of Agilent (except\nfor the value of the time of HP employees), do (and cause its Subsidiaries to\ndo) all lawful and just acts that may be or become necessary for evidencing,\nmaintaining, recording and perfecting Agilent's rights to such Agilent Owned\nTechnology consistent with HP's general business practice as of the Separation\nDate, including but not limited to, execution and acknowledgement of (and\ncausing its Subsidiaries to execute and acknowledge) assignments and other\ninstruments in a form reasonably required by Agilent for each Copyright, Mask\nWork Right or Database Right jurisdiction.\n\n     2.2  PRIOR GRANTS.  Agilent acknowledges and agrees that the foregoing\nassignment is subject to any and all licenses or other rights that may have been\ngranted by HP or its Subsidiaries with respect to the Agilent Owned Technology\nprior to the Separation Date. HP shall respond to reasonable inquiries from\nAgilent regarding any such prior grants.\n\n     2.3  ASSIGNMENT DISCLAIMER.  AGILENT ACKNOWLEDGES AND AGREES THAT THE\nFOREGOING ASSIGNMENTS ARE MADE ON AN \"AS IS,\" QUITCLAIM BASIS AND THAT NEITHER\nHP NOR ANY SUBSIDIARY OR AFFILIATED COMPANY OF HP HAS MADE OR WILL MAKE ANY\nWARRANTY WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION\nANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,\nTITLE, ENFORCEABILITY OR NON-INFRINGEMENT.\n\n     2.4  COPIES IN ITS POSSESSION.  Notwithstanding the allocation of ownership\nin this Article II, each party has the right to retain copies of any Technology\nthat it has in its possession as of the Separation Date.\n\n                                      -5-\n\n \n                                  ARTICLE III\n\n                                LICENSE GRANTS\n\n     3.1  LICENSE TO HP. \n\n          (a)  Agilent grants (and agrees to cause its appropriate Subsidiaries\nor Affiliated Companies to grant) to HP the following personal, irrevocable,\nnonexclusive, worldwide, fully paid, royalty-free and non-transferable (except\nas specified in Section 8.9 below) licenses:\n\n               (i)    under its and their Copyrights in and to the Licensed\nAgilent Technology, (A) to reproduce and have reproduced the works of authorship\nincluded in the Licensed Agilent Technology and Improvements thereof prepared by\nor for HP, in whole or in part, as part of HP Products, (B) to prepare\nImprovements or have Improvements prepared for it based upon the works of\nauthorship included in the Licensed Agilent Technology in order to create HP\nProducts, (C) to distribute (by any means and using any technology, whether now\nknown or unknown, including without limitation electronic transmission) copies\nof the works of authorship included in the Licensed Agilent Technology and\nImprovements thereof prepared by or for HP to the public by sale or other\ntransfer of ownership or by rental, lease or lending, as part of HP Products,\nand (D) to perform (by any means and using any technology, whether now known or\nunknown, including without limitation electronic transmission) and display the\nworks of authorship included in the Licensed Agilent Technology and Improvements\nthereof prepared by or for HP, as part of HP Products;\n\n               (ii)   under its and their Database Rights in and to the Licensed\nAgilent Technology, to extract data from the databases included in the Licensed\nAgilent Technology and to re-utilize such data to design, develop, manufacture\nand have manufactured HP Products and to Sell such HP Products that incorporate\nsuch data, databases and Improvements thereof prepared by or for HP;\n\n               (iii)  under its and their Mask Work Rights in and to the\nLicensed Agilent Technology, (A) to reproduce and have reproduced mask works and\nsemiconductor topologies included in the Licensed Agilent Technology and\nembodied in HP Products by optical, electronic or any other means, (B) to import\nor distribute a product in which any such mask work or semiconductor topology is\nembodied, and (C) to induce or knowingly to cause a Third Party to do any of the\nacts described in Sections 3.1(a)(iii)(A) and (B) above; and\n\n               (iv)   under its and their trade secrets and other intellectual\nproperty rights in and to the Licensed Agilent Technology (except the\nintellectual property rights excluded from the definition of Technology), to use\nthe Licensed Agilent Technology and Improvements thereof prepared by or for HP\nto design, develop, manufacture and have manufactured HP Products and to Sell\nsuch HP Products.\n\n          (b)  Without limiting the generality of the foregoing licenses granted\nin Section 3.1(a) above, with respect to software included within the Licensed\nAgilent Technology,\n\n                                      -6-\n\n \nsuch licenses include the right to use, modify, and reproduce such software and\nImprovements thereof made by or for HP to create HP Products, in source code and\nobject code form, and to Sell such software and Improvements thereof made by or\nfor HP, in source code and object code form, as part of HP Products; provided,\nhowever, that,\n\n               (i)   with respect to Agilent's software products that are\ncommercially released as of the Separation Date, HP shall be limited to using no\nmore than ten percent (10%) of the lines of code of any such commercially\nreleased software product in any HP Product Sold by HP to a Third Party. Any\nother rights of HP to Sell such commercially released software products of\nAgilent shall be solely as set forth in a separate written agreement. For\npurposes of this Section 3.1(b), a \"commercially released\" product shall mean a\nproduct that has been placed on an Agilent corporate price list or released by\nAgilent to Third Parties for beta testing; and\n\n               (ii)  with respect to Agilent software that is only used\ninternally, HP recognizes that such software was not designed for use in\nproducts that are Sold to Third Parties and that Agilent has no obligation\nwhatsoever to support such software. Accordingly, HP agrees to use reasonable\ncare in selecting any such software for use in HP Products, taking into account\nthat such software will be difficult to support.\n\n          (c)  The foregoing licenses in this Section 3.1 include the right to\nhave contract manufacturers and foundries manufacture HP Products for HP.\n\n          (d)  HP may grant sublicenses within the scope of the licenses granted\nunder Sections 3.1(a) and (b) above as follows:\n\n               (i)   HP may grant sublicenses to its Subsidiaries for so long as\nthey remain its Subsidiaries, with no right to grant further sublicenses other\nthan, in the case of a sublicensed Subsidiary, to another Subsidiary of such\nparty and as described in Section 3.1(d)(iii) below; provided that any such\nsublicense may be made effective retroactively but not prior to the\nsublicensee's becoming a Subsidiary;\n\n               (ii)  HP may grant sublicenses to its Affiliated Companies for so\nlong as HP holds at least thirty percent (30%) ownership interest in the\nAffiliated Companies, with no right to grant further sublicenses other than, in\nthe case of a sublicensed Affiliated Company, to the Affiliated Company's wholly\nowned subsidiaries and as described in Section 3.1(d)(iii) below; provided that\nany such sublicense may be made effective retroactively but not prior to the\nsublicensee's becoming an Affiliated Company;\n\n               (iii) HP may grant sublicenses with respect to HP Products in the\nform of software, in object code and source code form, to its distributors,\nresellers, OEM customers, VAR customers, VAD customers, systems integrators and\nother channels of distribution and to its end user customers; and\n\n               (iv)  HP may grant sublicenses with respect to the relevant\nLicensed Agilent Technology to the Transferee (as defined below), in the event\nthat HP transfers, after the\n\n                                      -7-\n\n \nSeparation Date, a going business (but not all or substantially all of its\nbusiness or assets), provided that such transfer includes at least one\nmarketable product and tangible assets having a net value of at least ten\nmillion U.S. Dollars ($10,000,000.00), regardless of whether such transfer is\npart of (A) an asset sale to any Third Party, (B) a sale of shares or securities\nin a Subsidiary or Affiliated Company to a Third Party such that (x) in the case\nof a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in the case of an\nAffiliated Company, HP ceases to hold at least thirty percent (30%) of the\noutstanding shares or securities in such Affiliated Company and (y) the Third\nParty owns at least eighty percent (80%) of the outstanding shares or securities\nrepresenting the right to vote for the election of directors or other managing\nauthority, or (C) a sale of shares or securities in a Subsidiary or Affiliated\nCompany to a Third Party such that (x) in the case of a Subsidiary, the\nSubsidiary ceases to be a Subsidiary, or in the case of an Affiliated Company,\nAgilent ceases to hold at least thirty percent (30%) of the outstanding shares\nor securities in such Affiliated Company and (y) no single Third Party owns at\nleast eighty percent (80%) of the outstanding shares or securities representing\nthe right to vote for the election of directors or other managing authority of\nsuch ex-Subsidiary or ex-Affiliated Company; provided that:\n\n\n               (1)  the Transferee shall have no right to grant further\nsublicenses except as described in Section 3.1(d)(iii) above and except that the\nTransferee shall have the right to grant sublicenses to any Third Party at least\neighty percent (80%) of whose outstanding shares or securities representing the\nright to vote for the election of directors or other managing authority are,\ndirectly or indirectly, owned by the Transferee, only for so long as such\nownership exists;\n\n               (2)  such sublicenses shall not come into effect unless and until\nsuch Transferee agrees in writing for the benefit of Agilent to be bound by the\nterms of this Agreement, including but not limited to the confidentiality\nobligations under Article IV;\n\n               (3)  this Section 3.1(d)(iv) shall be excluded from such\nsublicense in any event; and\n\n               (4)  HP shall give Agilent prompt written notice of any such\nsublicense and a copy of the portions of the relevant agreement between HP and\nsuch Transferee containing the sublicense terms.\n\n               (5)  As used in this Section 3.1(d)(iv), \"Transferee\" in the case\nof Sections 3.1(d)(iv)(A) and (B) means the Third Party acquiring the going\nbusiness or eighty percent (80%) of the Subsidiary or Affiliated Company and in\nthe case of Section 3.1(d)(iv)(C) means the ex-Subsidiary or ex-Affiliated\nCompany only.\n\n               (6)  The licenses granted above to the Licensed Agilent\nTechnology shall continue in perpetuity (or, in the case of Copyrights, Database\nRights and Mask Work Rights, until the expiration of the term thereof).\n\n                                      -8-\n\n \n     3.2  LICENSE TO AGILENT.\n\n          (a)  HP grants (and agrees to cause its appropriate Subsidiaries or\nAffiliated Companies to grant) to Agilent the following personal, irrevocable,\nnonexclusive, worldwide, fully paid, royalty-free and non-transferable (except\nas specified in Section 8.9 below) licenses:\n\n               (i)   under its and their Copyrights in and to the Licensed HP\nTechnology, (A) to reproduce and have reproduced the works of authorship\nincluded in the Licensed HP Technology and Improvements thereof prepared by or\nfor Agilent, in whole or in part, as part of Agilent Products, (B) to prepare\nImprovements or have Improvements prepared for it based upon the works of\nauthorship included in the Licensed HP Technology in order to create Agilent\nProducts, (C) to distribute (by any means and using any technology, whether now\nknown or unknown, including without limitation electronic transmission) copies\nof the works of authorship included in the Licensed HP Technology and\nImprovements thereof prepared by or for Agilent to the public by sale or other\ntransfer of ownership or by rental, lease or lending, as part of Agilent\nProducts, and (D) to perform (by any means and using any technology, whether now\nknown or unknown, including without limitation electronic transmission) and\ndisplay the works of authorship included in the Licensed HP Technology and\nImprovements thereof prepared by or for Agilent, as part of Agilent Products;\n\n               (ii)  under its and their Database Rights in and to the Licensed\nHP Technology, to extract data from the databases included in the Licensed HP\nTechnology and to re-utilize such data to design, develop, manufacture and have\nmanufactured Agilent Products and to Sell such Agilent Products that incorporate\nsuch data, databases and Improvements thereof prepared by or for Agilent;\n\n               (iii) under its and their Mask Work Rights in and to the Licensed\nHP Technology, (A) to reproduce and have reproduced mask works and semiconductor\ntopologies included in the Licensed HP Technology and embodied in Agilent\nProducts by optical, electronic or any other means, (B) to import or distribute\na product in which any such mask work or semiconductor topology is embodied, and\n(C) to induce or knowingly to cause a Third Party to do any of the acts\ndescribed in Sections 3.2(a)(iii)(A) and (B) above; and\n\n               (iv)  under its and their trade secrets and other intellectual\nproperty rights in and to the Licensed HP Technology (except the intellectual\nproperty rights excluded from the definition of Technology), to use the Licensed\nHP Technology and Improvements thereof prepared by or for Agilent to design,\ndevelop, manufacture and have manufactured Agilent Products and to Sell such\nAgilent Products.\n\n          (b)  Without limiting the generality of the foregoing licenses granted\nin Section 3.2(a) above, with respect to software included within the Licensed\nHP Technology, such licenses include the right to use, modify, and reproduce\nsuch software and Improvements thereof made by or for Agilent to create Agilent\nProducts, in source code and object code form, and to Sell such software and\nImprovements thereof made by or for Agilent, in source code and object code\nform, as part of Agilent Products; provided, however, that,\n\n                                      -9-\n\n \n               (i)  with respect to HP's software products that are commercially\nreleased as of the Separation Date, Agilent shall be limited to using no more\nthan ten percent (10%) of the lines of code of any such commercially released\nsoftware product in any Agilent Product Sold by Agilent to a Third Party. Any\nother rights of Agilent to Sell such commercially released software products of\nHP shall be solely as set forth in a separate written agreement. For purposes of\nthis Section 3.2(b), a \"commercially released\" product shall mean a product that\nhas been placed on an HP corporate price list or released by HP to Third Parties\nfor beta testing; and\n\n               (ii)  with respect to HP software that is only used internally,\nAgilent recognizes that such software was not designed for use in products that\nare Sold to Third Parties and that HP has no obligation whatsoever to support\nsuch software. Accordingly, Agilent agrees to use reasonable care in selecting\nany such software for use in Agilent Products, taking into account that such\nsoftware will be difficult to support.\n\n          (c)  The foregoing licenses in this Section 3.2 include the right to\nhave contract manufacturers and foundries manufacture Agilent Products for\nAgilent.\n\n          (d)  Agilent may grant sublicenses within the scope of the licenses\ngranted under Sections 3.2(a) and (b) above as follows:\n\n               (i)   Agilent may grant sublicenses to its Subsidiaries for so\nlong as they remain its Subsidiaries, with no right to grant further sublicenses\nother than, in the case of a sublicensed Subsidiary, to another Subsidiary of\nsuch party and as described in Section 3.2(d)(iii) below; provided that any such\nsublicense may be made effective retroactively but not prior to the\nsublicensee's becoming a Subsidiary;\n\n               (ii)  Agilent may grant sublicenses to its Affiliated Companies\nfor so long as Agilent holds at least thirty percent (30%) ownership interest in\nthe Affiliated Companies with no right to grant further sublicenses other than,\nin the case of a sublicensed Affiliated Company, to the Affiliated Company's\nwholly owned subsidiaries and as described in Section 3.2(d)(iii) below;\nprovided that any such sublicense may be made effective retroactively but not\nprior to the sublicensee's becoming an Affiliated Company;\n\n               (iii) Agilent may grant sublicenses with respect to Agilent\nProducts in the form of software, in object code and source code form, to its\ndistributors, resellers, OEM customers, VAR customers, VAD customers, systems\nintegrators and other channels of distribution and to its end user customers;\nand\n\n               (iv)  Agilent may grant sublicenses with respect to the relevant\nLicensed HP Technology to the Transferee (as defined below), in the event that\nAgilent transfers, after the Separation Date, a going business (but not all or\nsubstantially all of its business or assets), provided that such transfer\nincludes at least one marketable product and tangible assets having a net value\nof at least ten million U.S. Dollars ($10,000,000.00), regardless of whether\nsuch transfer is part of (A) an asset sale to any Third Party, (B) a sale of\nshares or securities in a Subsidiary or Affiliated Company to a Third Party such\nthat (x) in the case of a Subsidiary, the Subsidiary ceases to be a\n\n                                      -10-\n\n \nSubsidiary, or in the case of an Affiliated Company, Agilent ceases to hold at\nleast thirty percent (30%) of the outstanding shares or securities in such\nAffiliated Company and (y) the Third Party owns at least eighty percent\n(80%) of the outstanding shares or securities representing the right to vote for\nthe election of directors or other managing authority, or (C) a sale of shares \nor securities in a Subsidiary or Affiliated Company to a Third Party such that \n(x) in the case of a Subsidiary, the Subsidiary ceases to be a Subsidiary, or in\nthe case of an Affiliated Company, Agilent ceases to hold at least thirty\npercent (30%) of the outstanding shares or securities in such Affiliated Company\nand (y) no single Third Party owns at least eighty percent (80%) of the\noutstanding shares or securities representing the right to vote for the election\nof directors or other managing authority of such ex-Subsidiary or ex-Affiliated\nCompany; provided that:\n\n                    (1)  the Transferee shall have no right to grant further\nsublicenses except as described in Section 3.2(d)(iii) above and except that the\nTransferee shall have the right to grant sublicenses to any Third Party at least\neighty percent (80%) of whose outstanding shares or securities representing the\nright to vote for the election of directors or other managing authority are,\ndirectly or indirectly, owned by the Transferee, only for so long as such\nownership exists;\n\n                    (2)  such sublicenses shall not come into effect unless and\nuntil such Transferee agrees in writing for the benefit of HP to be bound by the\nterms of this Agreement including but not limited to the confidentiality\nobligations under Article IV;\n\n                    (3)  this Section 3.2(d)(iv) shall be excluded from such\nsublicense in any event; and\n\n                    (4)  Agilent shall give HP prompt written notice of any such\nsublicense and a copy of the portions of the relevant agreement between Agilent\nand such Transferee containing the sublicense terms.\n\n                    (5)  As used in this Section 3.2(d)(iv), \"Transferee\" in the\ncase of Sections 3.2(d)(iv)(A) and (B) means the Third Party acquiring the going\nbusiness or eighty percent (80%) of the Subsidiary or Affiliated Company and in\nthe case of Section 3.2(d)(iv)(C) means the ex-Subsidiary or ex-Affiliated\nCompany only.\n\n          (e)  The licenses granted above to the Licensed HP Technology shall\ncontinue in perpetuity (or, in the case of Copyrights, Database Rights and Mask\nWork Rights, until the expiration of the term thereof).\n\n     3.3  HAVE MADE RIGHTS.  Each party understands and acknowledges that the\n\"have made\" rights granted to it in Section 3.1 or 3.2, as applicable, and the\nsublicenses of such \"have made\" rights granted pursuant to Sections 3.1(d)(i)\nand (ii) and 3.2(d)(i) and (ii), as applicable, are intended to cover only the\nproducts of such party, its Subsidiaries and Affiliated Companies (including\nprivate label or OEM versions of such products), and are not intended to cover\nfoundry or contract manufacturing activities that such party may undertake\nthrough Third Parties for Third Parties.\n\n                                      -11-\n\n \n     3.4  IMPROVEMENTS.  As between the parties, after the Separation Date,\nAgilent hereby retains all right, title and interest, including all intellectual\nproperty rights, in and to any Improvements to Licensed HP Technology made by or\nfor Agilent in the exercise of the licenses granted to it hereunder, subject\nonly to the ownership of HP in the underlying Licensed HP Technology, and HP\nhereby retains all right, title and interest, including all intellectual\nproperty rights, in and to any Improvements to Licensed Agilent Technology made\nby or for HP in the exercise of the licenses granted to it hereunder, subject\nonly to the ownership of Agilent in the underlying Licensed Agilent Technology.\nNeither party shall have any obligation under this Agreement to notify the other\nparty of any Improvements made by or for it or to disclose or license any such\nImprovements to the other party.\n\n     3.5  DURATION OF SUBLICENSES TO SUBSIDIARIES AND AFFILIATED COMPANIES.  A\nsublicense to a particular Subsidiary or Affiliated Company of a party hereto\ngranted pursuant to Section 3.1(d)(i) or (ii) or 3.2(d)(i) or (ii) shall\nterminate upon the date that, in the case of a Subsidiary of a party, such\nSubsidiary ceases to be a Subsidiary of such party, or, in the case of an\nAffiliated Company of a party, such party ceases to hold at least a thirty\npercent (30%) ownership interest in such Affiliated Company; provided, however,\nthat such cessation shall not affect such party's rights to grant further\nsublicenses to such terminated Subsidiary or Affiliated Company as set forth in\nSection 3.1(d)(iv) or 3.2(d)(iv) above. In the event that, at the time of such\ncessation, such Subsidiary or Affiliated Company owns any Technology to which\nthe other party is licensed, such license shall continue for the term thereof.\n\n     3.6  NO PATENT LICENSES.  Nothing contained in this Agreement shall be\nconstrued as conferring to either party by implication, estoppel or otherwise\nany license or right under any Patent or applications therefor, whether or not\nthe exercise of any right herein granted necessarily employs an invention of any\nexisting or later issued Patent. The applicable licenses granted between HP and\nAgilent with respect to Patents are set forth in a separate Master Patent\nOwnership and License Agreement.\n\n     3.7  THIRD PARTY TECHNOLOGY.  The assignment of any applicable license\nagreements with respect to Third Party Technology are set forth in a separate\nGeneral Assignment and Assumption Agreement between the parties.\n\n                                  ARTICLE IV\n\n                                CONFIDENTIALITY\n\n     The terms of the Master Confidential Disclosure Agreement between the\nparties shall apply to any Confidential Information (as defined therein) which\nis the subject matter of this Agreement.\n\n                                      -12-\n\n \n                                   ARTICLE V\n\n                                  TERMINATION\n\n     5.1  VOLUNTARY TERMINATION.  By written notice to the other party, each\nparty may voluntarily terminate all or a specified portion of the licenses and\nrights granted to it hereunder by such other party. Such notice shall specify\nthe effective date of such termination and shall clearly specify any affected\nTechnology, product or service.\n\n     5.2  SURVIVAL.  Any voluntary termination of licenses and rights of a party\nunder Section 5.1 shall not affect such party's licenses and rights with respect\nto any licensed product made or service furnished prior to such termination, and\nshall not affect the licenses and rights granted to the other party hereunder.\n\n     5.3  NO OTHER TERMINATION.  Each party acknowledges and agrees that its\nremedy for breach by the other party of the licenses granted to it hereunder or\nof any other provision hereof shall be, subject to the requirements of Article\nVI, to bring a claim to recover damages subject to the limits set forth in this\nAgreement and to seek any other appropriate equitable relief, other than\ntermination of the licenses granted by it in this Agreement.\n\n                                  ARTICLE VI\n\n                              DISPUTE RESOLUTION\n\n     6.1  NEGOTIATION.  The parties shall make a good faith attempt to resolve\nany dispute or claim arising out of or related to this Agreement through\nnegotiation. Within thirty (30) days after notice of a dispute or claim is given\nby either party to the other party, the parties' first tier negotiating teams\n(as determined by each party's Director of Intellectual Property or his or her\ndelegate) shall meet and make a good faith attempt to resolve such dispute or\nclaim and shall continue to negotiate in good faith in an effort to resolve the\ndispute or claim or renegotiate the applicable section or provision without the\nnecessity of any formal proceedings. If the first tier negotiating teams are\nunable to agree within thirty (30) days of their first meeting, then the\nparties' second tier negotiating teams (as determined by each party's Director\nof Intellectual Property or his or her delegate) shall meet within thirty (30)\ndays after the end of the first thirty (30) day negotiating period to attempt to\nresolve the matter. During the course of negotiations under this Section 6.1,\nall reasonable requests made by one party to the other for information,\nincluding requests for copies of relevant documents, will be honored. The\nspecific format for such negotiations will be left to the discretion of the\ndesignated negotiating teams but may include the preparation of agreed upon\nstatements of fact or written statements of position furnished to the other\nparty.\n\n     6.2  NONBINDING MEDIATION.  In the event that any dispute or claim arising\nout of 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 6.1, the parties will attempt in good faith\n\n                                      -13-\n\n \nto resolve such dispute or claim by nonbinding mediation in accordance with the\nAmerican Arbitration Association Commercial Mediation Rules. The mediation shall\nbe held within thirty (30) days of the end of such fifteen (15) day negotiation\nperiod of the second tier negotiating teams. Except as provided below in Section\n6.3, no litigation for the resolution of such dispute may be commenced until the\nparties try in good faith to settle the dispute by such mediation in accordance\nwith such rules and either party has concluded in good faith that amicable\nresolution through continued mediation of the matter does not appear likely. The\ncosts of mediation shall be shared equally by the parties to the mediation. Any\nsettlement reached by mediation shall be recorded in writing, signed by the\nparties, and shall be binding on them.\n\n     6.3  PROCEEDINGS.  Nothing herein, however, shall prohibit either party\nfrom initiating litigation or other judicial or administrative proceedings if\nsuch 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 or claim\nthrough negotiation or mediation. In the event that litigation is commenced\nunder this Section 6.3, the parties agree to continue to attempt to resolve any\ndispute or claim according to the terms of Sections 6.1 and 6.2 during the\ncourse of such litigation proceedings under this Section 6.3.\n\n                                  ARTICLE VII\n\n                            LIMITATION OF LIABILITY\n\n     IN NO EVENT SHALL EITHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES\nBE LIABLE TO THE OTHER PARTY OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES FOR ANY\nSPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST\nPROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE)\nARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN\nADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE\nFOREGOING LIMITATIONS SHALL NOT LIMIT DAMAGES FOR INFRINGEMENT AVAILABLE TO\nEITHER PARTY UNDER APPLICABLE LAW IN THE EVENT OF BREACH BY THE OTHER PARTY OF\nSECTIONS 3.1(a) OR 3.2(a) AND SHALL NOT LIMIT EACH PARTY'S OBLIGATIONS EXPRESSLY\nASSUMED IN EXHIBIT K OF THE MASTER SEPARATION AGREEMENT; PROVIDED FURTHER THAT\nTHE EXCLUSION OF PUNITIVE DAMAGES SHALL APPLY IN ANY EVENT.\n\n                                 ARTICLE VIII\n\n                           MISCELLANEOUS PROVISIONS\n\n     8.1  DISCLAIMER.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL TECHNOLOGY\nAND ANY OTHER INFORMATION OR MATERIALS LICENSED OR PROVIDED HEREUNDER IS\nLICENSED OR PROVIDED ON AN \"AS IS\" BASIS, AND THAT NEITHER PARTY NOR ANY OF ITS\nSUBSIDIARIES OR AFFILIATED COMPANIES MAKES ANY REPRESENTATIONS OR EXTENDS ANY\nWARRANTIES WHATSOEVER, EXPRESS,\n\n                                      -14-\n\n \nIMPLIED OR STATUTORY, WITH RESPECT THERETO, INCLUDING WITHOUT LIMITATION ANY\nIMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,\nENFORCEABILITY OR NON-INFRINGEMENT. Without limiting the generality of the\nforegoing, neither party nor any of its Subsidiaries or Affiliated Companies\nmakes any warranty or representation that any manufacture, use, importation,\noffer for sale or sale of any product or service will be free from infringement\nof any Patent or other intellectual property right of any Third Party.\n\n     8.2  NO IMPLIED LICENSES.  Nothing contained in this Agreement shall be\nconstrued as conferring any rights by implication, estoppel or otherwise, under\nany intellectual property right, other than the rights expressly granted in this\nAgreement with respect to the Licensed Agilent Technology and the Licensed HP\nTechnology. Neither party is required hereunder to furnish or disclose to the\nother any technical or other information (including copies of the Licensed\nAgilent Technology and the Licensed HP Technology), except as specifically\nprovided herein.\n\n     8.3  INFRINGEMENT SUITS.  Neither party shall have any obligation hereunder\nto institute any action or suit against Third Parties for infringement of any\nCopyrights, Database Rights or Mask Work Rights or misappropriation of any trade\nsecret rights in or to any Technology licensed to the other party hereunder, or\nto defend any action or suit brought by a Third Party which challenges or\nconcerns the validity of any of such rights or which claims that any Technology\nassigned or licensed to the other party hereunder infringes any Patent,\nCopyright, Database Right, Mask Work Right or other intellectual property right\nof any Third Party or constitutes a misappropriated trade secret of any Third\nParty. HP shall not have any right to institute any action or suit against Third\nParties for infringement of any of the Copyrights, Database Rights or Mask Work\nRights in or to the Licensed Agilent Technology and Agilent shall not have any\nright to institute any action or suit against Third Parties for infringement of\nany of the Copyrights, Database Rights or Mask Work Rights in or to the Licensed\nHP Technology.\n\n     8.4  NO OTHER OBLIGATIONS.  NEITHER PARTY ASSUMES ANY RESPONSIBILITIES OR\nOBLIGATIONS WHATSOEVER, OTHER THAN THE RESPONSIBILITIES AND OBLIGATIONS\nEXPRESSLY SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN\nTHE PARTIES. Without limiting the generality of the foregoing, neither party,\nnor any of its Subsidiaries or Affiliated Companies, is obligated to provide any\ntechnical assistance.\n\n     8.5  ENTIRE AGREEMENT.  This Agreement, the Master Separation Agreement and\nthe other Ancillary Agreements (as defined in the Master Separation Agreement)\nconstitute the entire agreement between the parties with respect to the subject\nmatter hereof and shall supersede all prior written and oral and all\ncontemporaneous oral agreements and understandings with respect to the subject\nmatter hereof. This Agreement shall prevail in the event of any conflicting\nterms or legends which may appear on any portion of the Agilent Owned\nTechnology, Licensed Agilent Technology or Licensed HP Technology. To the extent\nthere is a conflict between this Agreement and the Master Assignment and\nAssumption Agreement between the parties, the terms of this Agreement shall\ngovern.\n\n                                      -15-\n\n \n     8.6  GOVERNING LAW.  This Agreement shall be governed by and construed and\nenforced in accordance with the laws of the State of Delaware as to all matters\nregardless of the laws that might otherwise govern under principles of conflicts\nof laws applicable thereto.\n\n     8.7  DESCRIPTIVE HEADINGS.  The descriptive headings herein are inserted\nfor convenience of reference only and are not intended to be part of or to\naffect the meaning or interpretation of this Agreement.\n\n     8.8  NOTICES.  All notices and other communications hereunder shall be in\nwriting and shall be deemed to have been duly given when delivered in person, by\ntelecopy with answer back, by express or overnight mail delivered by a\nnationally recognized air courier (delivery charges prepaid), by registered or\ncertified mail (postage prepaid, return receipt requested) or by e-mail with\nreceipt confirmed by return e-mail to the respective parties as follows:\n\n          if to HP:\n\n                    c\/o Hewlett-Packard Company\n                    3000 Hanover Street\n                    Palo Alto, CA  94304\n                    Attention:  Associate General Counsel and\n                                Director of Intellectual Property\n                    Telecopy:   (650) 852-8194\n\n          if to Agilent:\n\n                    c\/o Agilent Technologies, Inc.\n                    3000 Hanover Street\n                    Palo Alto, CA  94304\n                    Attention:  Assistant General Counsel and\n                                Director of Intellectual Property\n                    Telecopy:   (650) 813-3095\n\nor to such other address as the party to whom notice is given may have\npreviously furnished to the other in writing in the manner set forth above. Any\nnotice or communication delivered in person shall be deemed effective on\ndelivery. Any notice or communication sent by e-mail, telecopy or by air courier\nshall be deemed effective on the first Business Day following the day on which\nsuch notice or communication was sent. Any notice or communication sent by\nregistered or certified mail shall be deemed effective on the third Business Day\nfollowing the day on which such notice or communication was mailed.  As used in\nthis Section 8.8, \"Business Day\" means any day other than a Saturday, a Sunday\nor a day on which banking institutions located in the State of California are\nauthorized or obligated by law or executive order to close.\n\n     8.9  NONASSIGNABILITY.  Neither party may, directly or indirectly, in whole\nor in part, whether by operation of law or otherwise, assign or transfer this\nAgreement, without the other party's prior written consent, and any attempted\nassignment, transfer or delegation without such\n\n                                      -16-\n\n \nprior written consent shall be voidable at the sole option of such other party.\nNotwithstanding the foregoing, each party (or its permitted successive assignees\nor transferees hereunder) may assign or transfer this Agreement as a whole\nwithout consent to a Person that succeeds to all or substantially all of the\nbusiness or assets of such party. Without limiting the foregoing, this Agreement\nwill be binding upon and inure to the benefit of the parties and their permitted\nsuccessors and assigns.\n\n     8.10  SEVERABILITY.  If any term or other provision of this Agreement is\ndetermined by a nonappealable decision of a court, administrative agency or\narbitrator to be invalid, illegal or incapable of being enforced by any rule of\nlaw or public policy, all other conditions and provisions of this Agreement\nshall nevertheless remain in full force and effect so long as the economic or\nlegal substance of the transactions contemplated hereby is not affected in any\nmanner materially adverse to either party. Upon such determination that any term\nor other provision is invalid, illegal or incapable of being enforced, the\nparties hereto shall negotiate in good faith to modify this Agreement so as to\neffect the original intent of the parties as closely as possible in an\nacceptable manner to the end that the transactions contemplated hereby are\nfulfilled to the fullest extent possible.\n\n     8.11  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.  No failure or\ndelay on the part of either party hereto in the exercise of any right hereunder\nshall impair such right or be construed to be a waiver of, or acquiescence in,\nany breach of any representation, warranty or agreement herein, nor shall any\nsingle or partial exercise of any such right preclude other or further exercise\nthereof or of any other right. All rights and remedies existing under this\nAgreement are cumulative to, and not exclusive of, any rights or remedies\notherwise available.\n\n     8.12  AMENDMENT.  No change or amendment will be made to this Agreement\nexcept by an instrument in writing signed on behalf of each of the parties to\nsuch agreement. \n\n     8.13  COUNTERPARTS.  This Agreement may be executed in two or more\ncounterparts, all of which, taken together, shall be considered to be one and\nthe same instrument.\n\n                                      -17-\n\n \n     WHEREFORE, the parties have signed this Master Technology Ownership and\nLicense Agreement effective as of the date first set forth above.\n\nHEWLETT-PACKARD COMPANY             AGILENT TECHNOLOGIES, INC.\n\nBy:_______________________________    By:_____________________________________\n                                      \nName:_____________________________    Name:___________________________________\n                                      \nTitle:____________________________    Title:__________________________________\n\n                                       18\n\n \n                                   EXHIBIT A\n             TO MASTER TECHNOLOGY OWNERSHIP AND LICENSE AGREEMENT\n\n                             AFFILIATED COMPANIES\n\n\n1.   HP Affiliated Companies\n     -----------------------\n\n     ImagineCard\n\n     Idea LLC\n\n     Intria-HP\n\n     Intria-HP Potomac\n\n     Ericsson-HP Telecom (Sweden)\n\n     Ericsson-HP Telecom (France)\n\n     Hua-Pua\n\n     Putial Ome\n\n     PT Berka Services\n\n     Liquidity Management Group\n\n     Hugin Expert\n\n     Syc\n\n     Sopura Systems\n\n\n2.   Agilent Affiliated Companies\n     ----------------------------\n\n     Chartered Semiconductor Partners Singapore\n\n     LumiLEDS\n\n                                       19\n\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-43463","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\/43463","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=43463"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43463"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43463"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43463"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}